Dwindle Terms of Service
Last updated: 17 March 2026
By clicking 'I Agree', creating an account, or accessing or using the Service, you agree to be bound by this Agreement. If you do not agree, do not use the Service.
1. Definitions and Interpretation
1.1. Definitions
In this Agreement, the following terms have the meanings given below:
Access means using the sign-up function or carrying out any action within the Service that requires user authentication.
Asset a depreciable item entered into the Service and identified by a unique system-generated identifier. An Asset counts toward an Entity's Subscription Plan Asset limit once only, regardless of how many Workspaces contain it.
Annual Billing Date the date each year on which your annual Fee is charged, being the anniversary of the date you first subscribed to an annual Subscription or first switched to annual billing.
Beta Service a pre-release or early access version of the Service that may change or be discontinued.
Business Day a day that is not a Saturday, Sunday, or public holiday in Queensland, Australia.
Confidential Information has the meaning given in clause 8.
Customer Data all data submitted to the Service by you or your Users, including asset registers, depreciation schedules, and related information.
Entity a legal person or structure (such as a company, trust, or partnership) that owns Assets in the Service. Each Entity must have its own Subscription Plan.
Fees the subscription fees payable under this Agreement as set out in Schedule A.
Monthly Billing Date the date each month on which your monthly Fee is charged, being the day of the month on which you first subscribed to a monthly Subscription or first switched to monthly billing.
Organisation the top-level account under which Entities and Users are managed.
Read-Only Access access to the Service that permits you to view and export Customer Data but does not permit you to add, modify, or delete Assets or perform other write operations.
Service the Dwindle cloud-based depreciation software accessible at app.dwindle.co.
Subscription Plan the pricing tier (Dwindle, Dwindle Pro, or Dwindle Max) applied to a single Entity as described in Schedule A.
Tier one of the Subscription Plan levels described in Schedule A.
User a person authorised by you to access the Service under your Organisation.
1.2. Interpretation
(a) References to legislation include amendments and replacements.
(b) Headings are for convenience only and do not affect interpretation.
(c) References to 'days' mean calendar days unless otherwise stated.
(d) The singular includes the plural and vice versa.
(e) References to 'you' or 'your' mean the Customer and include your Users.
2. The Service
2.1. Service Provision
2.1.1. We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription term, subject to this Agreement.
2.1.2. The right granted under this clause is limited to the Asset limits and features of your Subscription Plan.
2.2. Beta Status
2.2.1. The Service is currently a Beta Service. It may contain errors, change materially, or be discontinued with reasonable notice.
2.2.2. Outputs generated by the Service are indicative only and must be independently verified before reliance. The Service is a calculation and record-keeping tool and does not constitute professional tax, accounting, or legal advice.
2.2.3. We are not liable for any loss arising from reliance on Service outputs without independent verification.
2.2.4. When we determine, in our sole discretion, that the Service is ready for general release, we will notify you that the Beta Service designation has been removed. From that date, the relaxed availability and warranty provisions applicable to Beta Services under clauses 2.3 and 10 will no longer apply, and we will publish updated terms reflecting any revised service commitments with not less than 30 days' notice.
2.3. Availability
2.3.1. The Service is provided on an 'as available' basis. No service level agreement or guaranteed uptime applies during the Beta Service period.
2.3.2. We may suspend the Service for maintenance or upgrades. We will use reasonable efforts to provide advance notice where practicable.
2.4. Support
2.4.1. Support is provided on a best-efforts basis during the Beta Service period. We do not guarantee response times.
2.5. Geographic Scope
2.5.1. The Service is designed and intended for use by Australian-based customers operating under Australian tax law.
2.5.2. The Service is not supported in the United States of America or Canada, and we make no representation that the Service is appropriate or lawful for use in any other jurisdiction.
3. Customer Responsibilities
3.1. You are responsible for:
(a) ensuring all Users comply with this Agreement;
(b) the accuracy, quality, and legality of Customer Data;
(c) maintaining the security of your account credentials and notifying us promptly of any suspected unauthorised access; and
(d) using the Service only in accordance with applicable Australian law.
3.2. You may use the Service to process data relating to jurisdictions outside Australia; however, you acknowledge and agree that the Service is designed for use under Australian tax law. We make no representation, warranty, or guarantee regarding the accuracy, suitability, legality, or compliance of the Service for any other jurisdiction, and any such use is entirely at your own risk. You must also not use the Service in any manner that constitutes, or may reasonably be relied upon as, professional advice to third parties unless you are appropriately qualified and authorised to provide such advice.
4. Asset Limits and Usage
4.1. Each Entity's Subscription Plan includes a maximum Asset limit. You may not exceed the Asset limit for your current Tier.
4.2. An Asset counts toward a Tier's limit once only, regardless of the number of Workspaces or registers in which it appears.
4.3. If you reach the Asset limit for your Tier, you will not be able to add further Assets to that Entity until you either remove existing Assets or upgrade to a higher Tier.
4.4. If we materially reduce the Asset limit for any paid Tier, that change will apply only at your next renewal, and you may cancel your Subscription before renewal without penalty.
5. Fees and Payment
5.1. Fees
5.1.1. Fees are as set out in Schedule A. All Fees are in Australian dollars (AUD) and are exclusive of GST unless otherwise stated.
5.1.2. Fees are payable in advance via our third-party payment processor. You authorise us to charge your nominated payment method on each Monthly Billing Date or Annual Billing Date, as applicable.
5.1.3. A minimum liability of AUD $100 applies to limit our liability under clause 9 irrespective of Fees paid.
5.2. GST
5.2.1. If GST is payable on any supply made under this Agreement, you must pay us an additional amount equal to the GST payable.
5.3. Failed Payments
5.3.1. If a payment fails, we will attempt to recharge your payment method. We may suspend your access to the Service after a failed payment.
5.3.2. We will provide reasonable notice before suspending access due to non-payment.
5.4. Refunds
5.4.1. Except as required by the Australian Consumer Law or as expressly stated in Schedule A, all Fees are non-refundable.
5.4.2. Under the Australian Consumer Law, you may be entitled to a remedy (including a refund) if the Service fails to meet a consumer guarantee — for example, if it is not provided with due care and skill or is not fit for a disclosed purpose. Nothing in this Agreement limits those rights.
5.4.3. Annual Subscription Plans include a 30-day money-back guarantee from the date of first payment, in addition to any rights under the Australian Consumer Law. To request a refund, contact us at support@dwindle.co within 30 days.
5.5. Price Changes
5.5.1. We may change Fees by giving not less than 30 days' written notice before your next renewal date.
5.5.2. If you do not cancel before your next renewal, you will be deemed to have accepted the new Fees.
6. Upgrades, Downgrades, and Billing Changes
6.1. Upgrades
6.1.1. You may upgrade to a higher Tier at any time. An upgrade takes effect immediately upon confirmation.
6.1.2. On upgrade, we will charge a prorated amount for the remainder of your current billing period, calculated as: (Higher Tier Fee – Current Tier Fee) × (Days Remaining ÷ Total Days in Billing Period).
6.1.3. Your next billing date remains unchanged following an upgrade.
6.2. Downgrades
6.2.1. You may downgrade to a lower Tier only if your current number of Assets is at or below the Asset limit of the lower Tier at the time of subscription renewal. If your Asset count exceeds that limit, you must reduce Assets before a downgrade can be processed.
6.2.2. A downgrade takes effect at the end of your current billing period. You retain access to your current Tier until renewal.
6.2.3. No credit or refund is issued for downgrades. Your next renewal will be charged at the lower Tier's Fee.
6.3. Billing Frequency Changes
6.3.1. You may switch between monthly and annual billing. A billing frequency change takes effect at your next renewal.
6.3.2. If you simultaneously request a Tier upgrade and a billing frequency change, the upgrade will take effect immediately in accordance with clause 6.1, and the billing frequency change will take effect at your next renewal.
7. Intellectual Property
7.1. We own all intellectual property rights in the Service, including software, algorithms, design, and documentation.
7.2. You own all Customer Data. You grant us a limited, non-exclusive, royalty-free licence to use Customer Data solely to operate, maintain, and improve the Service.
7.3. We may use aggregated, anonymised, non-identifiable data derived from use of the Service for analytics and product improvement purposes.
8. Confidentiality
8.1. Each party must keep confidential all Confidential Information of the other party and must not disclose it to any third party without prior written consent.
8.2. Confidential Information means all non-public information disclosed by one party to the other in connection with this Agreement, including Customer Data, pricing arrangements, technical information, and business plans. It does not include information that:
(a) is or becomes publicly known other than through a breach of this Agreement;
(b) was already known to the receiving party before disclosure;
(c) is independently developed by the receiving party without use of the Confidential Information; or
(d) is required to be disclosed by law or regulatory authority, provided the disclosing party gives reasonable prior notice where permitted.
8.3. We will treat Customer Data as confidential. Our employees and contractors who access Customer Data are bound by appropriate confidentiality obligations.
8.4. Confidentiality obligations under this clause survive termination of this Agreement.
9. Privacy and Security
9.1. We collect and handle personal information in accordance with our Privacy Policy, available at dwindle.co/privacy, and the Privacy Act 1988 (Cth).
9.2. We implement reasonable technical and organisational measures to protect Customer Data. However, no system is completely secure and we cannot guarantee absolute security.
9.3. You are responsible for ensuring that any personal information you submit to the Service is collected and used in accordance with applicable privacy law.
9.4. In the event of a data breach affecting your Customer Data, we will notify you as required by the Privacy Act 1988 (Cth).
9.5. Customer Data is stored and processed in Australia. We will not transfer Customer Data outside of Australia without your prior written consent, except where required by law.
9.6. We may engage third‑party sub‑processors to support operation of the Service, including providers of hosting, payment processing, and analytics services. We require all sub‑processors to comply with confidentiality and data protection obligations consistent with this Agreement.
9.7. In the event of a confirmed security breach by a sub-processor that affects your Customer Data, we will notify you promptly and take reasonable steps to mitigate the impact.
10. Warranties and Disclaimers
10.1. We warrant that we will provide the Service with reasonable care and skill.
10.2. The Service:
(a) does not constitute professional tax, legal, or accounting advice;
(b) is designed to operate under Australian tax law only; and
(c) is provided 'as is' and 'as available' during the Beta Service period.
10.3. To the maximum extent permitted by law, we exclude all implied warranties, representations, and conditions, except those that cannot be excluded under the Australian Consumer Law.
10.4. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, that cannot be excluded, restricted, or modified under the Australian Consumer Law.
11. Limitation of Liability
11.1. To the maximum extent permitted by law, our total aggregate liability to you under or in connection with this Agreement is limited to the greater of:
(a) the Fees paid or payable by you in the 12 months immediately preceding the event giving rise to the claim; or
(b) AUD $100.
11.2. To the maximum extent permitted by law, neither party is liable for any of the following, whether arising in contract, tort (including negligence), statute, or otherwise, and whether or not that loss was foreseeable or the party had been advised of its possibility:
(a) loss of revenue, profit, business, goodwill, or anticipated savings;
(b) loss of data (except to the extent caused by our wilful default or gross negligence);
(c) indirect or consequential loss;
(d) any tax penalties, interest charges, additional assessments, or other amounts imposed by the Australian Taxation Office or any other revenue or regulatory authority, arising from or in connection with use of the Service or reliance on Service outputs;
(e) any loss suffered by a third party, including any client of yours who relies directly or indirectly on Service outputs;
(f) loss arising from your failure to independently verify Service outputs or obtain appropriate professional advice before reliance; or
(g) loss arising from any change in Australian tax law, ATO guidance, or regulatory requirements that affects the accuracy or applicability of Service outputs.
11.3. The limitations in this clause do not apply to liability that cannot be limited by law, including liability under the Australian Consumer Law for personal injury.
12. Term and Termination
12.1. This Agreement commences when you first access the Service and continues until terminated in accordance with this clause.
12.2. Subscriptions renew automatically at the end of each billing period unless cancelled in-app or by written notice to support@dwindle.co before the renewal date.
12.3. Either party may terminate this Agreement immediately on written notice if the other party:
(a) materially breaches this Agreement and fails to remedy the breach within 14 days of written notice; or
(b) becomes insolvent, enters administration, or ceases to carry on business.
12.4. We may terminate this Agreement on 30 days' written notice if we decide to discontinue the Service.
12.5. On termination:
(a) your right to access and use the Service ceases immediately;
(b) we will delete Customer Data within 90 days of termination, unless earlier deletion is requested by you or required by law; and
(c) any accrued Fees remain payable.
12.6. Clauses that by their nature survive termination will do so, including clauses 7, 8, 9, 11, 14, and 16.
13. Acceptable Use
13.1. You must not use the Service to:
(a) violate any applicable law or regulation;
(b) input false, misleading, or fraudulent data;
(c) reverse engineer, decompile, or disassemble the Service;
(d) attempt to gain unauthorised access to any part of the Service or related systems;
(e) transmit malicious code or interfere with the Service's integrity or performance; or
(f) use the Service in a manner that infringes a third party's intellectual property rights or confidentiality.
13.2. Breach of this clause 13 may result in immediate suspension or termination of your access to the Service.
14. Dispute Resolution
14.1. If a dispute arises in connection with this Agreement, the party raising the dispute must give written notice to the other party specifying the nature of the dispute.
14.2. Following such notice, the parties must attempt to resolve the dispute by good-faith negotiation within 14 days (or such longer period as agreed in writing).
14.3. If the dispute is not resolved by negotiation within 14 days, either party may refer the dispute to mediation administered by the Resolution Institute (or a mutually agreed mediator). The costs of mediation are shared equally unless otherwise agreed.
14.4. Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.
15. General
15.1. Governing Law This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
15.2. Entire Agreement This Agreement (including the Schedules) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements and representations.
15.3. Amendments We may amend this Agreement by posting an updated version at dwindle.co/terms with not less than 14 days' notice. Continued use after the effective date constitutes acceptance.
15.4. Assignment You may not assign your rights under this Agreement without our prior written consent. We may assign our rights and obligations to a related body corporate or in connection with a merger or acquisition.
15.5. Waiver Failure to exercise a right does not constitute a waiver of that right.
15.6. Severability If any provision of this Agreement is unenforceable, it is severed to the extent necessary without affecting the remaining provisions.
15.7. Force Majeure Neither party is liable for delay or failure to perform obligations to the extent caused by events genuinely beyond that party's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, or lawful government actions. For the avoidance of doubt, this clause does not excuse a party's failure to maintain reasonable security measures, to make payment of Fees, or to perform obligations that could have been performed notwithstanding the relevant event.
15.8. No Partnership Nothing in this Agreement creates a partnership, agency, employment, or joint venture between the parties.
15.9. Notices Notices must be in writing and sent to the email addresses associated with each party's account. Notices are deemed received on the next Business Day after sending.
16. Indemnity
16.1. We will defend, indemnify, and hold you harmless against any third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's Australian intellectual property rights (IP Indemnity). Our obligations under this clause are conditional on you:
(a) promptly notifying us in writing of the claim;
(b) giving us sole control of the defence and any settlement negotiations; and
(c) providing reasonable assistance at our cost.
16.2. If the Service becomes, or in our reasonable opinion is likely to become, the subject of an intellectual property infringement claim, we may, at our election:
(a) procure the right for you to continue using the Service;
(b) modify the Service to make it non-infringing; or
(c) terminate your access to the affected part of the Service and refund any prepaid Fees for the period after termination.
16.3. The IP Indemnity does not apply to claims arising from:
(a) your use of the Service in combination with software, data, or systems not provided or approved by us;
(b) modifications to the Service made by or on behalf of you; or
(c) your failure to use an updated version of the Service made available by us to avoid the infringement.
16.4. You will indemnify us against any third-party claim arising from:
(a) Customer Data that infringes a third party's intellectual property rights or privacy rights; or
(b) your use of the Service in breach of this Agreement or applicable law.
16.5. This clause states each party's entire liability and sole remedy with respect to intellectual property infringement claims.
Schedule A – Subscription Pricing and Billing
A.1. Subscription Tiers
Subscriptions apply per Entity and renew automatically. All Fees are in AUD, exclusive of GST.
Starter: 100 asset limit - $15/month or $150/year
Pro: 500 asset limit - $50/month or $500/year
Max: 2,000 asset limit - $100/month or $1,000/year
A.2. Billing Frequency
A.2.1. You may elect monthly or annual billing. Annual billing is charged at a fixed annual rate as set out in the table above.
A.2.2. Monthly subscriptions are charged on each Monthly Billing Date. Annual subscriptions are charged on each Annual Billing Date.
A.3. Upgrades
A.3.1. Upgrades take effect immediately. A prorated charge is applied for the remainder of the current billing period.
A.3.2. Prorated Charge = (New Tier Fee – Current Tier Fee) × (Days Remaining ÷ Total Days in Billing Period).
A.3.3. Your billing date is unchanged following an upgrade.
A.4. Downgrades
A.4.1. Downgrades are only available if your Asset count is at or below the lower Tier's limit at the time of subscription renewal.
A.4.2. Downgrades take effect at the end of the current billing period. No credit is issued for downgrades.
A.5. Billing Frequency Changes
A.5.1. Changes between monthly and annual billing take effect at the next renewal.
A.5.2. Where a simultaneous Tier upgrade and billing frequency change is requested, the upgrade takes effect immediately and the frequency change takes effect at the next renewal.
A.6. Money-Back Guarantee (Annual Plans Only)
A.6.1. Annual Subscription Plans include a 30-day money-back guarantee from the date of first payment, in addition to any rights under the Australian Consumer Law. Contact support@dwindle.co within 30 days to request a refund.
A.6.2. The money-back guarantee applies once per Organisation and does not apply to renewals.
A.7. Cancellation
A.7.1. You may cancel your Subscription at any time in-app or by contacting support@dwindle.co.
A.7.2. Cancellation takes effect at the end of the current billing period. Access continues until that date.
A.7.3. Except as stated in clause A.6, no refund is issued on cancellation for any unused portion of a billing period.
A.8. Asset Limit Changes
A.8.1. If we materially reduce the Asset limit of any paid Tier, that reduction takes effect at your next renewal. You may cancel without penalty before renewal.