Terms & Conditions

1. Agreement to these Terms

These Terms & Conditions (“Terms”) are a legal agreement between you (“you”, “your”) and Dejima Live Limited (出島數據有限公司), a company being incorporated in Hong Kong (Business Registration application in progress) (“dejima”, “we”, “us”, “our”), governing your access to and use of the dejima live website (at dejima.live), the dejima live web application, and the dejima live beta and beta waitlist (together, the “Service”).

By joining the beta waitlist, ticking the box to accept these Terms, creating an account, or using the Service, you confirm that you have read, understood and agree to these Terms and to our Privacy Policy. If you do not agree, do not join the waitlist or use the Service.

If you use the Service on behalf of a business or other organisation, you confirm that you are authorised to accept these Terms on its behalf, and “you” includes that organisation.

2. Definitions

• “Waitlist” — the current stage, where you register your interest so we can invite you to the Beta when it opens.
• “Beta” — the pre-release, evaluation version of the Service, made available to invited users after security hardening.
• “Customer Content” — all data, files, receipts, statements, invoices, ledgers, records, contacts and other material you upload to, enter into, or generate using the Service.
• “AI Features” — features that use artificial intelligence to assist you, via our provider account or your own API key depending on your plan (Section 8).

3. Eligibility

You must be at least 18 years old and capable of forming a binding contract. The Service is a business tool, offered for business and professional use.

4. Current stage: waitlist, then invited beta

4.1 Right now, this is a waitlist. The Service is not yet open for general use. We are completing security hardening first. When you sign up, you are joining a waitlist to be invited to the Beta; you are not yet being given access to the application, and you are not yet uploading books or financial records.

4.2 The Beta is early-stage and experimental. When we invite you and you begin using the application, the Beta is provided so you can try dejima and give feedback. It may contain bugs, errors and incomplete features.

4.3 It may change or stop. We may add, change, suspend, limit or remove features, or the whole Service, at any time. We may start, pause, or end the Waitlist or the Beta at our discretion.

4.4 Availability is not guaranteed. We do not promise the Service will be available, uninterrupted, timely, secure or error-free, and there is no uptime commitment during the Beta.

4.5 Your data may be reset. As explained in the Privacy Policy, Beta data may be migrated, reset or deleted during or at the end of the Beta. We will try to give reasonable notice and a chance to export your Customer Content, but you are responsible for keeping your own independent copies of anything important. Do not use the Beta as your only record.

5. Accounts and security

When the Beta opens to you, you must create an account with accurate, current and complete information and keep it up to date. You are responsible for:

• keeping your login credentials confidential;
• all activity under your account; and
• notifying us promptly at studio@maryisgood.com if you suspect unauthorised use.

We may refuse, suspend or terminate an account we reasonably believe is being used in breach of these Terms.

6. Licence to use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the Waitlist and Beta for your own internal business bookkeeping and accounting purposes. We reserve all rights not expressly granted.

7. Your Customer Content

7.1 You own it. As between you and us, you retain all rights in your Customer Content. We do not claim ownership.

7.2 You grant the licence we need to run the Service. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process and display your Customer Content solely to provide, secure, maintain and improve the Service for you, and as described in our Privacy Policy. Where you use the AI Features, this includes transmitting the relevant content to the AI provider — on our credentials where your plan includes AI, or on your own key where it does not (Section 8). This licence ends when you delete the content or close your account, except for copies we must keep by law or that remain in routine backups for a limited period.

7.3 You are responsible for your content and your rights to it. You represent and warrant that you own or have the necessary rights and lawful basis to upload and process your Customer Content, including any personal data of third parties (such as your clients, staff or suppliers) it contains, and that doing so does not breach any law or third-party right. You are responsible for its accuracy, quality and legality.

7.4 We may remove content we reasonably believe breaches these Terms or the law, though we have no general obligation to monitor Customer Content.

8. AI Features — assistance, not authority

8.1 Whose provider account is used depends on your plan. The AI Features send the relevant content to a third-party AI provider (currently Google’s Gemini API) and return a draft.

• Paid plans (Freelance, Studio, Practice) and the public demo. AI is included in the plan and the call is made on our provider credentials, under our agreement with that provider. You do not need a key and are not charged by the provider. We may apply fair and reasonable usage limits, and the public demo is expressly limited; those limits are described in the product rather than here so they can change without a change to these Terms.
• Solo (free) plan — bring your own key. The AI Features operate using your own API key with the provider. You are responsible for obtaining and maintaining your key, complying with the provider’s terms, and any usage costs the provider charges you. Your use is also subject to that provider’s terms, and content you submit is processed under your own account with that provider.

8.1a Keys you give us. If you supply an API key, you confirm you are entitled to use it and authorise us to use it solely to provide the AI Features to you. We store it encrypted, never display it back to you, and delete it when you remove it. You may revoke it with the provider at any time.

8.2 AI assists; you decide. The AI Features generate drafts and suggestions (for example, proposed entries from a receipt). AI output can be inaccurate, incomplete or misclassified. You are responsible for reviewing, correcting and confirming all AI-assisted output before relying on it. dejima drafts; you confirm.

8.3 Not professional advice. See Section 12.

9. Acceptable use

You agree not to:

• use the Service in breach of any applicable law or regulation;
• upload unlawful, infringing or malicious content, or content you have no right to use;
• attempt to gain unauthorised access to the Service, other users’ data, or our systems; probe, scan or test its vulnerability except as we expressly authorise; or interfere with its operation;
• reverse engineer, decompile or attempt to extract source code, except to the extent this restriction is prohibited by law;
• resell, sublicense, or provide the Service to third parties as a bureau service without our written consent;
• use the Service to build a competing product, or to scrape or harvest data from it; or
• use the Service in a way that could harm, disable or overburden it, or that is fraudulent or abusive.

10. Fees

The Waitlist and the Beta are provided free of charge unless we tell you otherwise in advance. We are under no obligation to offer the Service free after the Beta. If paid plans are introduced, we will make the pricing and any updated terms available to you, and continued use of a paid plan will require your acceptance of them. Plans discussed for the future — Solo (free), Freelance, Studio, Practice — are indicative and not binding during the Beta.

11. Feedback

If you give us feedback, ideas or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation, including to improve and commercialise the Service. You need not give feedback, and should not include anything confidential you do not want us to use freely.

12. Disclaimers — dejima is a tool, not your accountant

12.1 Not professional advice. dejima is a software tool. It does not provide accounting, auditing, tax, legal, financial or other professional advice, and using it does not create any professional or advisory relationship. You remain solely responsible for your own bookkeeping decisions, tax positions, statutory filings, and legal and regulatory compliance. Where those matter, consult a qualified accountant, auditor or adviser. Any templates, calculations, categorisations or reports the Service produces are for your convenience and must be checked by you.

12.2 “As is”. To the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. This is emphasised for the Beta, which is expressly experimental.

12.3 No guarantee of results or accuracy. We do not warrant that the Service (including AI output) will be accurate, complete, error-free, uninterrupted, secure, or that it will meet your requirements or preserve your data.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law (for example, liability for death or personal injury caused by negligence, or for fraud).

13. Limitation of liability

To the maximum extent permitted by law:

• We will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, business, or loss of or corruption of data, arising out of or relating to the Service or these Terms, even if advised of the possibility.
• Our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total fees you paid us for the Service in the three months before the event giving rise to the liability, or (b) HK$1,000. Because the Waitlist and Beta are free, you acknowledge this cap may be a nominal amount.
• These limitations apply to all claims, whether based on contract, tort (including negligence), statute or otherwise, and reflect a reasonable allocation of risk for a free, experimental service.

The exclusions and limitations apply only to the extent permitted by law, and nothing here affects rights that cannot lawfully be excluded.

14. Indemnity

You agree to indemnify and hold harmless dejima and its founders, directors, officers and personnel from and against reasonable claims, losses and costs arising out of (a) your Customer Content, (b) your use of the Service in breach of these Terms or the law, or (c) your breach of any third-party right, including the privacy or data-protection rights of anyone whose personal data you put into the Service.

15. Suspension and termination

• You may leave the Waitlist or stop using the Service and close your account at any time.
• We may suspend or terminate your access, with or without notice, if you breach these Terms, if we reasonably believe your use poses a risk, or if we discontinue the Waitlist, Beta or Service.
• On termination, your licence ends and we may delete your account and Customer Content after a reasonable export window, subject to data we must keep by law. Sections that by their nature should survive (including 7.2 licence tail, 11, 12, 13, 14, 16 and 17) survive termination.

16. Privacy

Our handling of personal data is described in the dejima live Privacy Policy, which forms part of these Terms. Please read it. By using the Service you acknowledge that it is early-stage, that sign-ups currently join a waitlist, and that security hardening is being completed before the Beta opens, as described there.

17. Confidentiality of the Beta

The Beta may give you access to features or materials that are not public. You agree to keep non-public information about the Service confidential and not to disclose it, or publish benchmarks or reviews disclosing non-public technical details, without our consent. This does not apply to information that is or becomes public through no fault of yours.

18. Changes to these Terms

We may update these Terms as the Service develops, including when the Beta opens and when it transitions to a paid or general-availability service. We will post updated Terms with a new “Effective date” and, for material changes, take reasonable steps to notify you. Continued use after an update means you accept the revised Terms. If you do not agree, stop using the Service.

19. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes), are governed by the laws of the Hong Kong Special Administrative Region, and you agree to submit to the exclusive jurisdiction of the courts of Hong Kong.

20. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service and replace any prior understanding on the subject.
• Severability. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed to make it enforceable.
• No waiver. Our failure to enforce a right is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or successor (for example on a reorganisation, incorporation completion, or sale).
• No third-party rights. Except as expressly stated, a person who is not a party to these Terms has no right to enforce them (including under the Contracts (Rights of Third Parties) Ordinance, Cap. 623, which the parties agree is excluded).
• Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control.
• Notices. We may give notice by email to your registered address or by posting in the Service; you may contact us at the address below.

21. Contact

Dejima Live Limited (出島數據有限公司) — Business Registration application in progress
Unit 804A, 8/F, JCCAC, 30 Pak Tin Street, Shek Kip Mei, Kowloon, Hong Kong
studio@maryisgood.com