Xero partner code of conduct

Last updated: 29 July 2024

On 29 July 2024 the Code of Conduct was updated to include requirements for Partners, which are designed to ensure their clients have subscription access rights.

This Code of Conduct has been developed to provide a framework to assist Xero Partners in managing client relationships in a cloud accounting context, and to help prevent or deal with any disputes that they may have with their clients, partners, or employees that may involve use of the Xero platform.

This Code does not attempt to answer every question or address every issue that may arise. Xero recognises that Partners must act in the interests of their clients and may be subject to various professional standards. This Code is intended to supplement, and not detract from, those principles.

1. Scope

1.1. This Code of Conduct (Code) applies to accountants, bookkeepers or financial advisors that have accepted the Xero Partner Agreement (Partners).

1.2. In addition to helping Partners manage client relationships, this Code is intended to provide some guidance on disputes that may arise in connection with the Xero Platform, including:

a) fee disputes between Partners and their clients (Clients) which may threaten access to a Xero subscription by a business that uses Xero; or

b) any other Xero subscription ownership or access disputes, such as between Partners and their Clients, Partners and their employees or agents, or two or more persons with an interest in a Partner’s business.

2. Informing your Clients about Xero

2.1. Partners play a key role in educating prospective Clients about their options for setting up their business on Xero. Partners should discuss and seek a written acknowledgement from their Client about who, between the Client and the Partner, will be the “Subscriber” that ultimately controls access rights to and is responsible for payment of the Xero subscription (as described in Xero’s Terms of Use).

2.2. Partners should provide materials to Clients, which might be incorporated into a letter of engagement or other document, that cover the following matters:

a) a brief explanation that cloud computing services involves the storage of files on remote servers operated by third parties, which in Xero’s case, involves the use of hosting providers in the United States of America;

b) that there is the ability for Clients to act as the Subscriber for Xero Business Edition subscriptions and to “invite” the Partner into that subscription as an “invited user”, rather than having the Partner act as Subscriber to that subscription;

c) the nature of user roles on Xero, and in particular that the Subscriber to a Xero subscription has the ability to control access rights to a Xero subscription; and

d) if it is agreed that the Partner or a party other than the Client will be the Subscriber for a Client’s business:

(i) information as to how Clients will be able to access Xero data relating to their business, including if the relationship between the Partner and the Client terminates or there is a dispute between the Partner and the Client;

(ii) what the Partner will require from the Client in order to facilitate a transition of accounting services (and/or related services) from the Partner to a new advisor; and

(iii) what dispute resolution procedures the Partner has in place and how access to the Xero subscription will be maintained in the event of a dispute (including relating to non-payment of the Partner’s fees) between the Partner and Clients, consistent with the Partner’s obligations under this Code.

2.3. Partners should make every effort to ensure that their employees, agents, and Clients maintain sound information technology security practices, including, for example:

a) requiring staff and Clients to use two-step authentication within Xero;

b) implementing industry-standard measures such as appropriate password management practices and ensuring appropriate antivirus/malware software is in place;

c) seeking advice and reviews of security practices from time to time; and

d) taking advantage of guides and resources on IT security.

2.4. This clause 2 does not contain an exhaustive list of matters to be addressed with Clients. Partners should seek further advice from their professional associations in relation to requirements relating to the Client engagement process.

3. Guidance for dispute resolution

Where the Partner acts as the Subscriber to a Xero subscription in relation to a Client’s business:

3.1. Partners acknowledge and agree that any action to prevent or otherwise limit their Client’s access to a Xero subscription can cause disruption or loss to that business.

3.2. Partners acknowledge and agree that causing disruption or loss to a business, as described in clause 3.1 (that is, by limiting or denying access to the Xero Platform), is not an acceptable strategy to recover fees from Clients or for similar debt collection purposes.

3.3. Partners must refrain from any action in relation to a Xero subscription that would hinder their Client’s ability to continue operating their business (for example, to generate invoices, run a payroll, reconcile bank transactions, file tax returns, etc), even if a dispute remains unresolved between the Partner and their Client.

3.4. This section does not require Partners to continue paying for Xero subscription fees indefinitely while a dispute remains unresolved between a Partner and a Client in relation to the Xero Platform. In the event that a Client requires continued access to the Xero subscription, the Partner may:

a) require reimbursement from the Client for ongoing Xero fees (being Xero’s subscription fee only) that are required in order to prevent suspension of the Xero subscription by Xero; or

b) transfer the subscription (and therefore that payment obligation to Xero, from the effective date of the transfer) to the Client (or a third party nominated by the Client) in accordance with Xero’s standard transfer process.

3.5. Where Xero becomes aware of a dispute between a Partner and a Client, Xero expects that in most cases the parties will be able to resolve the dispute directly between themselves (particularly if the above guidance is followed), which may involve alternative dispute or formal dispute resolution mechanisms.

4. Facilitating orderly transitions to new advisors

4.1. Partners must take reasonable action to cooperate with any Clients that wish to transfer their services to a new Partner or to another accountant using a platform other than Xero, including by providing or maintaining access to the Xero subscription, or transferring the Xero subscription as reasonably necessary to efficiently facilitate the transition.

4.2. This section does not require a Partner to prepare reports or otherwise undertake substantive work on the Xero platform for the Client without charge.

5. Enforcement of this Code

5.1. Xero expects that its Partners will observe and comply with this Code and that, in doing so, Partners will be able to more effectively manage any disputes that may occur with their Clients in relation to the Xero platform.

5.2. Partners acknowledge and agree that a failure to comply with any of clauses 3.1-3.3 is a breach of this Code. In the event of a breach of clauses 3.1-3.3, Xero may reasonably direct the Partner (including while a dispute remains unresolved) to provide the Client with read-only access to the Xero subscription.

5.3. Failure to provide the Client with read-only access to the Xero subscription under clause 5.2 is a breach of this Code.

5.4. If a Partner (acting as the Subscriber to a Xero subscription in relation to a Client’s business) fails to provide their Client with read-only access to the Xero subscription as reasonably requested by Xero pursuant to clause 5.2, Xero may take any action it considers reasonably necessary until the Client is provided read-only access, including but not limited to the steps below:

a) temporarily reducing or removing the Partner’s benefits, points, status and/or discounts under the Program (or any benefits or discounts the Partner may have outside of the Program), until read-only access is provided, to be effective at the start of the next billing cycle; and

b) remove the Partner from the Program, including removal of the Partner’s benefits, points, status, and/or discounts under the Program, to be effective upon 14 days’ written notice.

5.5. If a Partner has breached any part of this Code in relation to a Client’s subscription access rights on a subsequent occasion (with respect to another Client or the same Client), Xero reserves the right to immediately remove the Partner from the Program, to be effective upon 14 days’ written notice.

6. Application of any relevant court orders

6.1. Xero will endeavour to accommodate any agreed outcomes of dispute resolution processes, provided that such outcomes are reasonable and otherwise consistent with the Xero platform, Xero’s Terms of Use, the Xero Partner Agreement, and this Code. In the event that any parties are not able to resolve their dispute privately, Xero will comply with an order from a court that has jurisdiction to hear the matter under Xero’s Terms of Use. Notwithstanding clause 5.4, in some cases, Xero may be unable to take any action in the absence of a court order or mutual agreement of the parties.