·Welcome to Xero's Partner Program!

·The Partner Terms (formerly known as Partner Agreement) outline what we expect from you and what you can expect from us as a Partner.

·If you still have questions or comments after you've read these terms, please go to Xero Central to get in touch. We'd love to help.

·Last updated on 16 June 2026. The updates are effective immediately for new Partners, and from 16 August 2026 for current Partners. See archived version

·When you see a word in bold, it will have the same corresponding meaning every time it's used within these terms.

·Joining and Using the Program

11. You and Xero

1.11.1 When we say you or your, we mean both you and any entity or firm you're authorised to represent.

1.21.2 When we say Xero, we, our, or us, we're referring to the Xero entity you contract with and pay subscription fees to based on the edition of the Xero product you're using. You can find the Xero entity you contract with in Section 69 of Xero's Terms of Use.

1.31.3 By agreeing to the Partner Terms on behalf of your company, organisation, firm, partnership, or other corporate entity, you acknowledge and confirm that you are authorised to do so.

22. Becoming a Xero Partner

2.12.1 You may join our Partner Program (the Program) and become a Partner (Partner), if you are an accountant, bookkeeper or other provider of professional advisory services and are approved by Xero in its reasonable discretion.

2.22.2 To join the Program, you will need to:

·(a) agree to the terms and conditions set out in the Partner Terms;

·(b) ensure at least one staff member completes L1 Xero Associate Certification within 30 days from the date you agree to the Partner Terms

·(c) Within 60 days from the date you agree to the Partner Terms:

·(i) have at least one paid client subscription attached to your Partner account (not including the free Xero subscription for internal use provided under the Program); or

·(ii) be invited into one paid client subscription in an advisor role; and

·(d) Set up your Xero Partner Hub account including designating a Master Administrator and entering in payment information to establish your Practice Billing Account (together, the Partnership Prerequisites).

2.32.3 If you don't meet the criteria in clause 2.1, and complete the steps in clause 2.2, you won't be able to participate in the Program.

·Partner Obligations

33. Ongoing Partner Obligations

3.13.1 To participate in the Program and receive the Benefits outlined in clause 6, you agree to comply with the following obligations on an ongoing basis:

·(a) Adhere to the Xero Partner Code of Conduct (the Code).

·(b) Ensure any promotion of Xero to both current and prospective clients aligns with your professional and ethical duties. Where appropriate, please include an active link to www.xero.com on your website.

·(c) Ensure at least one staff member completes or renews their L1 Xero Associate Certification within 12 months of their certification date. For the L1 Xero Associate Certification to count towards your certification requirements, the staff member must be:

·(i) actively serving clients, evidenced by logging into client organisations within the past 60 days; and

·(ii) listed as a Practice Staff member in Partner Hub.

·(d) Within 60 days from the date you agree to the Partner Terms, and on a continuing basis:

·(i) have at least one paid client subscription attached to your Partner account (not including the free Xero subscription for internal use provided under the Program); or

·(ii) be invited into one paid client subscription in an advisor role.

·(e) Adhere to the Xero Partner Brand Guidelines, including by not using or registering XERO in your trademarks, company names, business names or domain names.

·(f) Act in good faith in your use and offering of Xero.

·(g) Only use Partner badges that correspond to your current Partner tier.

·(h) For the subscriptions for which you are the subscriber (as defined in Xero's Terms of Use) you must ensure:

·(i) all your Xero Business Edition subscriptions are on one billing account;

·(ii) all your Xero Partner Edition subscriptions are on a different billing account; and

·(iii) each billing account must be paid by you or your business, not an individual client.

·(i) If you're an Australian-based Partner, comply with Australian Tax Office's Digital Service Providers regulations, as set out below in clause 17.

3.23.2 If you do not comply with the above obligations, Xero may:

·(a) acting reasonably, temporarily suspend, reduce or remove any Benefits, Partner Points, status, and/or discounts you may have under the Program effective from the start of the next billing cycle until you meet the requirements set out above; and

·(b) remove you from the Program, in accordance with the termination rights set out in clause 11.

44. Your Obligations as a Subscriber under the Xero Partner Code of Conduct

4.14.1 You acknowledge and agree that:

·(a) If you act as the subscriber (as defined in Xero's Terms of Use) on behalf of your client, there are certain requirements you must comply with, including during any dispute between you and your client (see clauses 3.1 - 3.3 of the Code);

·(b) If you breach any of those requirements, in accordance with clause 5.2 of the Code, Xero may reasonably direct you to provide your client with read-only access to the Xero subscription within a specified timeframe (including while a dispute remains unresolved); and

·(c) If you do not comply with Xero's direction to provide your client with read-only access to the Xero subscription, Xero may also take any action it considers reasonably appropriate in the circumstances in accordance with clause 5.4 of the Code. This includes:

·(i) temporarily reducing or removing any Benefits, Partner Points, status, and/or discounts you may have under the Program (or any Benefits and/or discounts you may have outside of the Program) until read-only access is provided to your client, to be effective at the start of the next billing cycle; and

·(ii) removing you from the Program, in accordance with the termination rights set out in clause 11.

·Partner Benefits

55. Tier and Points

5.15.1 Partners earn partner points based on the number of subscriptions and other activities set out on Xero Central (Partner Points). Your Partner Points determine your Partner tier. Please refer to Xero Central for details on:

·(a) Partner Points required for each Partner tier; and

·(b) How you can earn Partner Points.

5.25.2 You can monitor your current Partner Points and Partner tier in Partner Central. Partner Points are calculated daily based on the criteria set out on Xero Central.

5.35.3 To earn points for your client subscriptions, you either need to:

·(a) own the subscription for your client; or

·(b) be invited in with an advisor role into your client's active Xero subscription.

·You can only receive points for paid subscriptions, not trial subscriptions. You can only receive points once per subscription, irrespective of how many staff are invited into the subscription. To receive the points under clause 5.3(b) you must have logged into the relevant client organisation within the last 120 days. For more details, please refer to Xero Central.

5.45.4 The Benefits available to you depend on your Partner tier. Please refer to clause 6 for more information on Benefits.

5.55.5 Any determinations by Xero on matters relating to the Partner Points (including Partner tier and the operation of the points system) will be final where the determinations have been made reasonably by Xero.

5.65.6 In addition to the standard Partner Points outlined above, Xero may, in its sole discretion, choose to offer bonus points from time to time. Bonus points may be offered through offers such as targeted or limited time promotions. The value of one bonus point is the same as 1 Partner Point. Bonus points will expire as outlined in the offer. Xero has no obligation to offer any bonus points (via additional challenges, promotions or otherwise), but if it does, these may be subject to additional terms and conditions outlined in the relevant offer.

66. Benefits

·As a Partner, you will be eligible to receive the benefits applicable to your Partner tier, as detailed on Xero Central (Benefits).

77. Partner Edition Subscriptions

·As a Partner, you have access to Xero Partner Edition subscriptions, which may include Cashbook and Ledger plans, depending on your region.

88. Third Party Services

8.18.1 Certain Benefits or offers made available to you through the Program may be provided by third parties, and not Xero (Third Party Services).

8.28.2 Access to the Third Party Services will be provided via a link to the third party's website. You may be required to agree to the third party's terms and conditions prior to receiving the Benefit.

8.38.3 By accessing Third-Party Services, you acknowledge that Xero is not liable for the availability or performance of third parties or the Third Party Services. Xero will reasonably endeavour to notify you if any Third Party Services become unavailable, unless immediate changes are required due to circumstances beyond our control.

·General Terms

99. Xero's Terms of Use

9.19.1 Xero's Terms of Use governs your use of our services and your dealings with Xero.

9.29.2 The Partner Terms govern your participation in the Program and should be read in conjunction with Xero's Terms of Use.

9.39.3 In the event of any inconsistency between the Partner Terms and Xero's Terms of Use, Xero's Terms of Use will take priority.

1010. Changes to the Partner Terms

10.110.1 Xero sometimes will decide to change the Partner Terms and any applicable Benefits from time to time in its sole discretion. Any changes to the Partner Terms will be published on Xero's website and won't apply retrospectively. If Xero decides, in its reasonable discretion, that a change to the Partner Terms or any applicable Benefits is material, Xero will:

·(a) reasonably endeavour to provide you with 60 days' notice of material changes before they become effective; or

·(b) if we need to make material changes for reasons outside of our control, we will notify you as soon as is reasonably practicable.

10.210.2 When we notify you, we'll do it by email, at the email address on record or by posting a visible notice through our services.

10.310.3 If Xero decides in its reasonable discretion that a change isn't material, we may not notify you. If you find a modified term unacceptable, you may terminate the Partner Terms in accordance with clause 11

1111. Term & Termination

11.111.1 The Partner Terms take effect immediately when you agree to the Partner Terms, and remain in force until terminated.

11.211.2 Either party may terminate the Partner Terms for any reason by providing one month's prior written notice to the other party.

11.311.3 Either party may terminate the Partner Terms immediately if:

·(a) the other party breaches any of the terms of the Partner Terms and does not remedy the breach within 14 days after receiving notice of the breach; or

·(b) the other party breaches any of the terms of the Partner Terms and the breach cannot be remedied.

1212. Effect of Termination

12.112.1 If the Partner Terms are terminated for any reason, you will no longer be able to participate in, or receive the Benefits of, the Program. This includes Partner Edition Subscriptions and all of the Benefits outlined in clause 6, including but not limited to access to Xero Central, Xero Partner Hub and Xero partner tools such as Xero Tax, Workpapers and Practice Management.

12.212.2 Even if the Partner Terms end, Xero's Terms of Use will continue to apply to your use of Xero services. Additionally, the sections of the Partner Terms titled "Applicability of Xero's Terms of Use", "Relationship of Parties", and "Indemnity" will remain in effect and survive any such termination.

1313. Tax

·You acknowledge and agree that you are solely responsible for understanding and complying with all of your tax obligations in connection with your participation in the Program. You are responsible for any and all taxes, duties, and government charges arising from any payments, rewards, or benefits you receive under this program. This includes, but is not limited to, any liability for income tax, indirect tax (Goods and Services Tax (GST), Value Added Tax (VAT) and other sales taxes), fringe benefits tax, withholding tax and payroll tax. We recommend you consult with your own tax adviser to understand any tax implications arising from your participation in the Program.

1414. Billing

14.114.1 If your client does not wish to manage and pay for a Xero Business Edition subscription themselves, you may manage and pay for that subscription on their behalf.

14.214.2 You agree to adhere to the Xero subscription and payment terms set out in Xero's Terms of Use, as updated or amended from time to time.

1515. Relationship of Parties

·The Partner Terms doesn't create a partnership, joint venture, or employment relationship between you and Xero. You can't enter into contracts or create obligations for Xero

1616. Indemnity

16.116.1 You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us arising from:

·(a) your use of our services or any Third Party Services under the Program;

·(b) your acts or omissions in relation to any aspect of the Partner Terms, including, but not limited to, your provision of professional services; or

·(c) your breach of the Partner Terms,

·except for losses arising from:

·(d) a breach of the Partner Terms by Xero, its employees, contractors or agents, or

·(e) any gross negligence, wilful misconduct, fraud or material error that was solely the responsibility of Xero, its employees, contractors or agents.

16.216.2 For this indemnity, Xero will take reasonable mitigation measures where possible.

1717. Australian Partners: Requirements for Partners to comply with ATO Digital Service Providers regulations

17.117.1 Xero and the Partner acknowledge there are government regulations which set out the minimum level of security requirements a Digital Service Provider (DSP) like Xero must meet in order to use the Australian Tax Office (ATO) Digital Services. The Partner plays a critical role in the verification steps required for each of its clients to ensure they are legitimate businesses for tax and reporting purposes.

17.217.2 As such, it is a requirement under the Partner Terms that Partners must complete each of the following steps whenever uploading individual entities, or as otherwise directed by Xero from time to time:

·(a) verify the entity (i.e. ABN and current name) of each of your client's businesses through a reliable independent source, for example the Australian Business Register;

·(b) ensure you have valid and up to date client contact details, including an email for the particular business and phone number;

·(c) ensure you can provide the information required in points (a) and (b) where requested by Xero or a relevant regulator; and

·(d) ensure you do not set up any client's businesses if you have reasonable grounds to believe any of their entities are not legitimate businesses.

·You've made it to the end! Thanks for reading our Partner Terms.

·Introduction

·Welcome to Xero! We're excited to have you here but before you start using Xero, we need you to look through and accept these terms. We've done our best to explain it all without using too much jargon, so it's clear what we expect from you and what you can expect from us.

·To make things easier, we've included summary paragraphs at the top of each section to give you a heads up on what's coming up.

·These are your legal rights and obligations, so please read everything. If you can't agree to our terms, then you can't use our services.

·If you still have questions or comments after you've read these terms, please go to Xero Central to get in touch. We'd love to help.

·Last updated on 3 August 2026. The updates include a new Connected Platforms section.

·Download current PDF | See archived versions

·Joining and using Xero

·In this section we explain how to subscribe to Xero and use our services. When you see a word in bold, it will have the same corresponding meaning every time it's used within these terms.

11. You and Xero: When we say you or your, we mean both you and any entity or firm you're authorised to represent. When we say Xero, we, our or us, we're talking about the Xero entity you contract with and pay fees to based on the edition of the Xero product you're using. Section 77 shows which Xero entity you contract with.

22. Our services: Our services consist of all the services we provide now or in the future, including our online and mobile accounting and financial products.

33. Creating a subscription: When you create a subscription to use our services and accept these terms, you become a subscriber. If you're the subscriber, you're the one responsible for paying for your subscription.

44. People invited to use Xero: An invited user is a person other than the subscriber who has been invited to use our services through a subscription. If you're an invited user, you must also accept these terms to use our services.

55. User roles and access: As a subscriber inviting others into a subscription, you should understand the permissions you're granting to invited users. Check out information about user roles and levels of access on Xero Central. In particular, if you're a small business invited user and your advisor is the subscriber, you can read more about how that works on Xero Central.

66. Partner program: If you participate in our partner program, read our additional partner terms.

77. Online payments: If you are located in one of the regions set out in our payments terms and you connect your Xero organisation to a payments service that's listed in our payments terms (for example, so you can use a payments service to make payments or accept online payments from customers through your Xero invoices), our payments terms apply.

88. The right to use our services: Whether you're a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you've been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or - if you're an invited user - until your access is revoked.

99. Subscriber role: As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. It's quite a big deal! For example:

• ·You can transfer a subscription.
• ·You control access to a subscription. You decide who's invited to use our services you've subscribed to and what kind of access the invited user has. You can change or stop that access at any time.
• ·You're responsible for resolving any disputes with any invited users over access to your subscription. You can find out more about disputes over access on Xero Central. If you participate in our partner program and act as the subscriber on behalf of your client, we may reasonably direct you to provide your client with read-only access to the subscription in accordance with the additional partner terms.
• ·You're responsible for all your invited users' activity.

1010. Rules: Whatever your role, when you use Xero you agree to follow the rules in section 54. Please read them and make sure you understand what you should and shouldn't do.

1111. Your responsibilities: You promise that you'll keep your information (including a current email address) up to date. You're responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You're also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards but you will ensure that passwords are very strong and not easily guessable. The stronger the password the better! For more on security generally, check out the security section below.

1212. When we introduce new or revised services: Since we're always thinking about how to make Xero the best it can be - seriously, we've got teams dedicated to it - we regularly expand our services. New or updated features may be released gradually and may not be available to all customers at the same time. New or updated services may include additional terms - if that's the case, we'll let you know what those terms are before you start using those services.

1313. What we own: We own everything we've put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

·Pricing

·Unless you're in a free period, or other offer period, you'll need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are explained when you select your plan. This section is for the subscriber, not an invited user. This section does not apply if your Xero organisation is enrolled with a connected platform - see section 38 instead.

1414. Free periods: When you first sign up, you can opt for a free period, based on the terms specified at the time. If you select a plan for your free period and provide your billing details, you will be automatically billed after the free period. If you are using a trial edition of Xero, you'll be billed when you select a plan and add your billing details into our services, explained in more detail in the pricing plan and on Xero Central. If you choose not to continue using our services during a free period, you may cancel your subscription. If you select a plan for your free period, you will have access to all available features of that plan but features in the trial edition are limited.

1515. Xero pricing plans: Your use of our services generally requires you to pay a monthly subscription fee based on your subscription type (the subscription fee). The pricing plan consists of the subscription and subscription fees offered to you, including invoicing, payment, auto-renewal and cancellation terms. The pricing plan may vary by region and includes information set out in the pricing page and includes any promotional pricing provided to you. The pricing plan may be updated or amended from time to time. The terms of the pricing plan form part of these terms. As with any other changes to our terms, changes to the pricing plan won't apply retrospectively. If we make changes and you're a subscriber, we'll make every effort to let you know (take a look at section 74 to see how and when we'll notify you). Check out how to change pricing plans on Xero Central. Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (like VAT and GST), as reflected in the pricing plan.

1616. Taxes for your use of our services: You're responsible for paying all other external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.

1717. Additional services: Depending on where you're based and how you use our services, you may be able to take advantage of additional services that Xero offers. These might incur an additional fee that we'll let you know about when you sign up for those services. Your use of these additional services may be governed by the terms applicable to those services (for example in the case of Syft, the Syft Terms of Use). Where there are no separate terms, then these terms will apply.

1818. Importance of timely payments: In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don't receive timely payments, we may suspend access to your subscription until the payment is made.

·Data use and privacy

·This section sets out how Xero uses data to provide our services to you and where you can find information about how we deal with personal data.

1919. Use of data: When you enter or upload your data into our services, we don't own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; send you information we think may be of interest to you based on your marketing preferences; and disclose to third party service providers and partners to enable and support such purposes.

2020. Use of your own personal data: We respect your privacy and take data protection seriously. You acknowledge that our privacy notice describes how we process your own personal data that you enter into Xero, like your name and email address.

2121. Use of personal data we process on your behalf: Our data processing terms apply to the personal data that we process on your behalf (such as personal data of your customers, suppliers and employees).

2222. Anonymised statistical data: When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

2323. Security incident notifications: Our data processing terms set out our obligations if we become aware of a security incident concerning personal data we process on your behalf. Depending on the nature of the incident, and the location of your affected contacts, you may be required to assess whether the incident must be reported to the contact and/or a relevant authority. We think you're best placed to make this decision, because you'll have the most knowledge about the personal data you have entered in your Xero subscription.

·Confidential information

·We take reasonable precautions to protect your confidential information and expect that you'll do the same for ours.

2424. Keeping it confidential: While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party's confidential information from being accessed by unauthorised individuals. You or we may share each other's confidential information with legal or regulatory authorities if required to do so.

·Security

·We take security seriously and you should too! To help protect our services and your data, we offer added security features such as multi-factor authentication.

2525. Security safeguards: We've invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. Read more about these measures on the security page on our website. While we've taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorisation and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.

2626. Account security features: We may introduce security features to make your account more secure, such as multi-factor authentication. Depending on where you are in the world or what services you're using, we may require you to adopt some of these features. Where we make the use of security features optional, you're responsible (meaning we're not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.

2727. Playing your part to secure your data: You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realise there's been any unauthorised use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately. You also agree not to use free-form fields in any of Xero's systems or services to store personal data (unless it's a field explicitly asking for personal data - like a first name or a last name), credit card details, tax identifiers or bank account details. More information on how to keep your data secure is available in our small business guides and on Xero Central.

·Apps and third-party products

·To help make your Xero experience even more beautiful, the Xero ecosystem includes apps and other products and services made available by trusted partners through the Xero App Store.

2828. Other services: Some of our services, such as our mobile apps or the multi-currency functionality, are available through other companies' services, such as the Apple App Store or XE.com. These companies may have additional terms that apply to you, such as the XE.com terms and conditions for the use of the XE Currency Data Feed service.

2929. Yodlee and bank feeds: Your use of automated bank account feeds enabled by Yodlee from within our services is subject to separate Yodlee terms. If your bank or credit union connects to Xero directly, you may use those feeds instead of Yodlee. Bank feeds are generally offered for free but may have associated charges that we will pass on to you. We will let you know about these fees in advance. You may discontinue the use of a bank feed at any time - check out how to stop a bank feed on Xero Central. You can learn more about bank feeds on Xero Central. If you receive a bank feed and are based in the United Kingdom or the European Union, Xero's additional terms for account information services apply.

3030. Third-party products: Along with the use of our services, you may use data, services and apps from other companies (third-party products), for example, those we make available in the Xero App Store. Any third party providing a third-party product is a provider and is independent of us, so be aware that a provider may also charge you fees in addition to what you pay us.

3131. Xero App Store: Depending on your region, you may be able to purchase our services or third-party products through the Xero App Store. When you connect your subscription to an app, you're responsible for paying all fees and taxes associated with your use of that app. Any fees will be shown to you before you purchase an app. You authorise us to process these payments for you using the payment method you provide to us. Learn more about the Xero App Store, including how to manage your connected apps, on Xero Central.

3232. Third-party terms and descriptions: Third-party products are subject to terms and conditions and privacy notices set by their providers. These include important things like pricing, refund policies, and how the provider will use your data that you make available to them. Be sure to read and make sure you agree to their terms and conditions and understand their approach before you connect to them. The descriptions of third-party products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions, the providers are solely responsible for any representations contained in those descriptions. We don't endorse or assume any responsibility for third-party products.

3333. Use of your data to connect you to third party products and offers: If you choose to connect your subscription to third-party products, we will use your personal data for that connection. If you apply for a third-party offer made available to eligible Xero customers, we and the third-party provider may share your personal data with each other to confirm your eligibility. Where we receive data as a result of the connection or in relation to a third-party offer, we will use that data in line with our privacy notice and these terms.

3434. Payments to Xero: Just so you know, some third-party providers may pay Xero a fee that may be related to: referrals from Xero; revenue made by the provider; or data that the providers access about you through our services with your consent. One example would be you applying for a loan with a third-party lender using your Xero data.

·Connected platforms

·If your Xero organisation is enrolled with a third party platform and you access our services through that platform, this section also applies.

3535. Connected platforms: A connected platform is a third-party service (like your bank or financial platform) through which you subscribe to and access our services directly, for example, accounting features embedded within your banking platform. This section doesn't apply if you subscribe to Xero through a third party platform (like an app store) but you log in and use Xero directly (on xero.com or a Xero app).

3636. Services via a connected platform: Our services might be embedded within the connected platform and appear under the connected platform's name and branding, but you're still entering into an agreement with Xero on these terms. You may not have access to all the features available to customers who access our services directly from us. The connected platform will usually be your primary point of contact if you need help accessing and using our services through its platform.

3737. Xero's terms apply to you: These terms generally apply to your use of our services via a connected platform, except where this section says otherwise. Where there is inconsistency between this section and another part of these terms, this section will take priority. Regardless of the above, this section does not limit Xero's rights under these terms to suspend or terminate your access under our terms of use.

3838. Connected platform pricing: If you access our services through a connected platform, the price you will pay is set by the connected platform and may be different to our pricing plans. The connected platform will tell you the price you will pay, which may be combined with fees for the connected platform's services or any other fees set by the connected platform. We don't control and we're not responsible for fees set by a connected platform.

3939. Connected platform authorisations: You consent to the connected platform taking action on your behalf in accordance with the terms you've agreed with that connected platform (connected platform terms). For example, a connected platform will have the right to set up your Xero organisation, to access and administer your organisation and to restrict or terminate your access to our services. You should read the connected platform terms carefully to understand the nature of the connected platform's services, including how they use your data and the activity that the connected platform may conduct on your behalf. We're not responsible for actions taken by the connected platform on your Xero organisation and we'll treat any such actions as authorised by you (to the extent permitted under the connected platform terms).

4040. Use of data: While using our services via a connected platform, you may provide data (including personal data of yourself and others) to Xero or to the connected platform. We may use that data, and data that we receive from the connected platform, for the purposes listed in these terms, our privacy notice and our data processing terms (if they apply). We may also share that data with the connected platform. You're responsible for ensuring you have all necessary rights and consents to provide personal data about others to Xero or the connected platform for these purposes.

4141. No responsibility for connected platforms: A connected platform is separate to Xero and a third-party provider under our terms. We're not responsible for third-party products that a connected platform provides or its failure to comply with its connected platform terms.

4242. Retention of your data: If you cancel your account with the connected platform or your access to our services via the connected platform, then we will archive your Xero organisation and the data submitted or created by you will no longer be available to you. We retain it for a period of time consistent with our data retention policy, during which you can purchase a subscription directly from Xero and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely from Xero if you wish.

·Maintenance, downtime and data loss

·We really try to minimise any downtime, but sometimes it's necessary so we can keep our services updated and secure. You also may have occasional access issues and may experience data loss, so backing up your data is important.

4343. Availability: We strive to maintain the availability of our services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we'll attempt to notify you in advance but can't guarantee it.

4444. Access issues: You know how the internet works - occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.

4545. Data loss: Data loss is an unavoidable risk when using any technology. You're responsible for maintaining copies of your data entered into our services. We are not liable for loss of your data other than in accordance with section 63 of these terms.

4646. Compensation for downtime: If you ask us, we may in our discretion provide compensation in the event of any system-wide downtime of our services which is greater than four consecutive hours. Any compensation may be provided on a pro-rata basis and may be in the form of a refund or a credit for a future subscription period (at our option). Compensation requests must be provided in writing to Xero, within 21 days of the downtime occurring. Just to be clear, we won't pay compensation under this section for any downtime due to: maintenance,

• ·events or circumstances beyond our reasonable control, including any services provided by third parties failing, being delayed or becoming unavailable (read section 66 to learn more about this),
• ·your use of the services in breach of these terms, or
• ·your equipment, software, network connections or other infrastructure.

·As a reminder, section 63 also applies.

4747. Problems and support: If you have a problem, we have excellent support articles available through Xero Central that should help you with most situations. If you've tried Xero Central and still need help, you can contact our support team by scrolling to the bottom of any support article on Xero Central.

4848. Modifications: We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we'll endeavour to notify you where practical (for example, by email, on our blog, or within our services when you log in).

·Do's and don'ts

·This section is super important because it outlines how you can (and can't) use our services. Much of it will be common sense.

4949. Feedback: We love your feedback and may use it without restriction.

5050. Help using our services: We provide a lot of guidance and support that can be referenced to help you use our services - for example, on Xero Central and our websites, within the services themselves, during Xero events and webinars, or in other communications with you. You agree to use our services only for lawful business purposes.

5151. Engaging with our community platforms: We have platforms where you can participate in discussions about our services. Only share private information if you're happy for others to know it, and don't post anything you don't have the right to share. For more details, take a look at our community guidelines.

5252. Responsible use of our services: We strive to offer our services in a way that will encourage responsible use and help ensure access for all customers. Responsible use means not using our services in a way we see as excessive or unreasonable. We call this our fair use principle. This also means that some of our services may be subject to limits such as a cap on the number of monthly transactions. We'll let you know when you violate the fair use principle and ask you to stop within 14 days. For continued violations, we may terminate or suspend your subscription in accordance with section 58.

5353. Beta or early access services: Occasionally we may offer a feature or a service as an alpha, beta, or a trial. Because of the nature of these services, you use them at your own risk. We might withdraw these services or make significant changes to them. We will reasonably endeavour to notify you if the service is released commercially.

5454. While we can't cover everything here, we do want to highlight a few more examples of things you mustn't ever do:

• ·Undermine the security or integrity of our computing systems or networks.
• ·Use our services in any way that might impair functionality or interfere with other people's use.
• ·Access any system without permission.
• ·Introduce or upload anything to our services that includes viruses or other malicious code.
• ·Share anything that may be offensive, violates any law, or infringes on the rights of others.
• ·Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
• ·Resell, lease or provide our services in any way not expressly permitted through our services.
• ·Repackage, resell, or sublicense any leads or data accessed through our services.
• ·Commit fraud or other illegal acts through our services.
• ·Act in a manner that is abusive or disrespectful to a Xero employee, partner, or other Xero customer. We will not tolerate any abuse or bullying of our Xero employees in any situation and that includes interaction with our support teams.

·Termination

·You can easily terminate your subscription with one month's notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately in accordance with section 58. If your subscription is terminated, no refund is due to you, but rest assured you'll only pay for services that have been provided to you.

5555. Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable.

5656. Automatic renewal: At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, and you will be charged on a recurring basis until you cancel your subscription..

5757. Termination by you: You may choose to terminate your subscription at any time by providing Xero with one month's notice in advance. You'll still need to pay all relevant subscription fees up to and including the day of termination. For more information, check out how to cancel a subscription on Xero Central. If your Xero organisation is enrolled with a connected platform, then you'll need to follow the connected platform's termination policies.

5858. Termination by Xero: Xero may choose to terminate your subscription at any time by providing you with one month's written notice in advance. Xero may also terminate or suspend your subscription or access to all or any data immediately if:

• ·you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach,
• ·you breach any of these terms and the breach cannot be remedied, or
• ·you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

·If you fail to pay subscription fees, we will take reasonable steps to notify you of the failure. Subject to the processing and payment timing of your bank or credit or debit card provider:

• ·if you do not pay within 7 days of the date on which the subscription fees became due and payable, Xero may suspend your subscription, and
• ·if you do not pay within 14 days from the date on which the subscription fees became due and payable, Xero may terminate your subscription.

·In this case, you can reactivate your subscription by paying any outstanding subscription fees in full.

5959. No refunds & set-off: Subject to section 68, no refund is due to you if you terminate your subscription or Xero terminates it in accordance with these terms. Where there is an amount due and payable to you under these terms, prior to payment we may set-off or deduct any amount against any amount that is due and payable by you to Xero.

6060. Retention of your data: Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. Find out more about reactivating your Xero subscription on Xero Central. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.

·Liability and indemnity

·This section is important as it outlines liability terms between us and both subscribers and invited users, so we urge you to read it closely and in full.

6161. You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us arising from your use of our services or any third-party product, except for losses arising from:

• ·a breach of these terms by Xero, its employees, contractors or agents, or
• ·any gross negligence, wilful misconduct, fraud or material error that was solely the responsibility of Xero, its employees, contractors or agents.

·For this indemnity, Xero will take reasonable mitigation measures where possible.

6262. Disclaimer of warranties: Our services and all third-party products are made available to you on an "as is" basis. Subject to the exclusion in section 68 and the rights you have under the laws in the country where you live, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

6363. Limitation of liability: Our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

• ·We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
• ·For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
• ·Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

·Regardless of the above, our liability to you will not be limited if we aren't legally allowed to limit it. Some examples of this might be if your loss came from our gross negligence, fraud or wilful misconduct.

·Disputes

·This section outlines how disputes may be resolved.

6464. Dispute resolution: Most of your concerns can be resolved quickly and to everyone's satisfaction by contacting our support team by scrolling to the bottom of any support article on Xero Central. If we're unable to resolve your complaint to your satisfaction (or if we haven't been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. If it's allowed by the laws in the country where we provide our services to you, you and we agree that any dispute must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You're solely responsible for resolving disputes between you and any other subscriber or invited user.

·Important housekeeping

·Here we set out some additional terms. Take a read as they cover important issues.

6565. No professional advice: Just to be clear, Xero isn't a professional services firm of any sort, and isn't in the business of giving any kind of professional advice. We may provide you with information we think might be useful in running a small business, but this should not be seen as a substitute for professional advice and we aren't liable for your use of the information in that way.

6666. Events outside our control: We do our best to control the controllables. We aren't liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

6767. Notices: Any notice you send to Xero must be sent to legalnotices@xero.com. Any notices we send to you will be sent to the email address you've provided us through your subscription.

6868. Exclusion: In some countries, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). If you reside in those countries, your country's non-excludable guarantees still apply - these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we're bound only by the express promises made in these terms. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).

6969. Export limitations: You must not use our services in violation of any export or trade embargo laws that apply to you.

7070. Excluded terms: The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms.

7171. Blocking your access, disabling your subscription, or refusing to process a payment: As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there's a risk - like a potential breach of a law or regulation - associated with you, your company, your subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you're not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we can't receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice.

7272. Relationship between the parties: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user.

7373. Transfer of these terms: Xero may transfer these terms - or any of our rights or obligations in these terms - to another entity as it deems appropriate. Where the transfer relates to Xero or a big part of Xero being sold to a third party or merged with a third party, we will give you written notice of that. A subscriber can transfer a subscription to a new subscriber in accordance with section 9.

7474. Changes to these terms: We sometimes will decide to change these terms of use. But don't worry, changes won't apply retrospectively and, if we make changes, we'll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. We will reasonably endeavour to provide you with 60 days' notice of material changes before they become effective, unless there are circumstances outside of our control. When we notify you, we'll do it by email or by posting a visible notice through our services. If Xero decides in its reasonable discretion that a change isn't material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to Xero.

7575. Enforcement of terms: If there's any part of these terms that either one of us is unable to enforce, we'll ignore that part but everything else will remain enforceable.

7676. Interpretation: Words like 'include' and 'including' are not words of limitation and where anything is within our discretion we mean our sole discretion.

7777. Xero contracting entities; law and venue: Our contracting entities are listed below along with what law and venue apply in any dispute between you and us. Xero entities are the companies controlled by or under common control with Xero Limited (a New Zealand company with registration number 1830488).

·Xero edition: Australia

·Xero entity: Xero Australia Pty Limited

·Address: Level 3, 260 Burwood Road, Hawthorn, Melbourne VIC 3122 Registration: 124215247 Law: Victoria, Australia Venue: Victoria, Australia

·Xero edition: Canada

·Xero entity: Xero Software (Canada) Ltd.

·Address: 1133 Melville Street, Suite 3500, The Stack, Vancouver BC V6E 4E5 Canada Registration: 1408742-9 Law: Ontario, Canada Venue: Ontario, Canada

·Xero edition: Singapore

·Xero entity: Xero (Singapore) Pte. Ltd.

·Address: 1 Raffles Place #36-01, One Raffles Place, Singapore (048616) Registration: 201607 789C Law: Singapore Venue: Singapore

·Xero edition: South Africa

·Xero South Africa Proprietary Limited

·Address: FAO Xero South Africa Proprietary Limited, Central Office Park Unit 4, 257 Jean Avenue, Centurion, Gauteng, 0046, South Africa, PO Box 7750, Centurion, Gauteng, 0046, South Africa Registration: 2017/117381/07 Law: South Africa Venue: North Gauteng, Pretoria

·Xero edition: United Kingdom

·Xero entity: Xero (UK) Limited

·Address: 5th Floor 100 Avebury Boulevard, Milton Keynes, MK9 1FH Registration: 06071722 Law: England Venue: England

·Xero edition: United States

·Xero entity: Xero, Inc.

·Address: 1875 South Grant Street, Level 6, Suite #640, San Mateo, California, United States, 94402 Registration: Not applicable Law: California, USA Venue: California, USA

·Xero edition: New Zealand and the rest of the world

·Xero entity: Xero (NZ) Limited

·Address: 19-23 Taranaki Street, Te Aro, Wellington 6011 Registration: 4123758 Law: New Zealand Venue: New Zealand

·You've made it to the end. Thanks for reading our terms!