Terms of Use

These Terms of Use ("Terms") govern your access to and use of the Ditto platform, website, and services (collectively, the "Service") operated by Ditto ("Ditto", "we", "us", "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service. We may update these Terms from time to time. Material changes will be notified to registered users by email and reflected by updating the "Last updated" date above. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

Ditto provides AI-powered automation services for accounting, bookkeeping, and professional services firms in Australia and New Zealand. The Service integrates with third-party platforms including Xero, Xero Practice Manager, Microsoft 365, and other systems you authorise. The Service is hosted on Amazon Web Services in the Sydney region (ap-southeast-2) for Australian data residency.

You must be at least 18 years of age and authorised to act on behalf of the business or organisation you represent to use the Service. You are responsible for the accuracy of information you provide and for maintaining the confidentiality of your account credentials.

Where the Service connects to third-party platforms on your behalf, you warrant that you have full authority to authorise such connections, including authority to authorise access to data belonging to your clients or other third parties whose information may be processed through the Service. You acknowledge that third-party platforms have their own terms of service and privacy policies, and that your use of those platforms is governed by those terms. Ditto is not responsible for the availability, performance, or actions of third-party platforms.

Ditto accesses data from connected platforms (including Xero and Xero Practice Manager) solely with your authorisation and solely for the purpose of providing the Service to you. Ditto does not use any data obtained from connected platform APIs to train, fine tune, adapt, or enhance any artificial intelligence model, machine learning model, large language model, or predictive analytics tool. Customer data is processed by AI models for inference only, meaning the data passes through models to produce outputs (such as classifications or extractions) but is not retained by, used to update, or used to improve those models. We use Amazon Web Services Bedrock for AI inference. AWS Bedrock contractually guarantees that customer inputs and outputs are not used to train AWS or third-party foundation models.

You agree not to: Use the Service to engage in unlawful, fraudulent, or harmful activities. Attempt to gain unauthorised access to the Service, its underlying infrastructure, or other users' accounts. Reverse engineer, decompile, or attempt to derive the source code of the Service. Use the Service to process data you do not have lawful authority to process. Resell, sublicense, or redistribute the Service without our written consent. Use bots, scrapers, or automated tools to undermine the security or integrity of the Service.

Fees for the Service are as agreed in your engagement letter, statement of work, or subscription order. Fees are quoted in Australian dollars and exclusive of GST unless stated otherwise. Invoices are payable within the terms stated on the invoice. We may change fees on 30 days' written notice for ongoing subscriptions. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fees.

Ditto retains all right, title, and interest in the Service, including all software, models, prompts, configurations, and documentation. You retain all right, title, and interest in your data and content. You grant Ditto a limited licence to access, process, and store your data solely for the purpose of providing the Service.

We engage sub-processors to deliver the Service: Amazon Web Services (AWS) for hosting, storage, and AI inference, with all processing occurring in the Sydney region (ap-southeast-2). Anthropic as the provider of underlying foundation models accessed via AWS Bedrock with zero data retention. We will notify you of material changes to our sub-processor list. A current list is available on request.

Our handling of personal information is governed by our Privacy Policy, available at https://ditto.vip/privacy-policy. We comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

We use commercially reasonable efforts to maintain the availability of the Service. We do not warrant uninterrupted or error-free operation. Planned maintenance will be notified in advance where practicable. Specific availability commitments, if any, are set out in your engagement letter or service order.

The Service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies under the Australian Consumer Law that cannot lawfully be excluded.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Service is limited to the fees paid by you to Ditto in the 12 months immediately preceding the event giving rise to the liability. In no event will we be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of business, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

You agree to indemnify and hold Ditto harmless from any claim, loss, or damage arising from your breach of these Terms, your misuse of the Service, or your violation of any law or third-party right. We will indemnify you against claims that the Service, when used as authorised, infringes a third party's intellectual property rights in Australia, subject to you notifying us promptly and allowing us to control the defence.

Either party may terminate the Service on the notice period set out in your engagement letter or subscription order. Either party may terminate immediately for material breach that is not remedied within 14 days of written notice. On termination, your access to the Service will cease. We will provide a reasonable opportunity to export your data, after which your data may be deleted in accordance with our data retention policy. Clauses that by their nature should survive termination (including clauses 5, 8, 12, 13, 14, and 16) will survive.

These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland. Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute in good faith through written notice and negotiation for a period of 30 days.

These Terms, together with your engagement letter or subscription order and our Privacy Policy, constitute the entire agreement between you and Ditto in relation to the Service. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. No failure or delay in exercising a right under these Terms operates as a waiver of that right.

For questions about these Terms, contact: Ditto Email: legal@ditto.vip Location: Australia