By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 26 April 2017. If You registered to use the Service on or after 26 April 2017, these changes are effective immediately. If You registered to use the Service prior to 26 April 2017, these changes are effective beginning on 1 July 2017. The significant changes from the previous 15 August 2011 edition are:
New definition of “Fee Schedule” and related amendments to allow for changes Xero has made to its payment terms, which may affect the way you are billed. For more information regarding changes to the payment terms, please see the list of FAQs or read our blog.
Updated definition of “Xero” to include Xero (NZ) Limited and Xero (Singapore) Pte. Ltd
Inclusion of U.S. specific terms. These changes were notified to and accepted by U.S. customers on 22 December 2015. The purpose of including the U.S. specific terms in this update is to ensure Xero has one global set of terms. The updates to the U.S. terms on 22 December 2015 were:
1. Use of Software
Xero grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Service;
3. the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
1. Payment obligations:
An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Xero will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All Xero invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organizations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service (‘Organizations’). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that Xero may have under these Terms or at law, Xero reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
3. General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Xero or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
4. Automated Bank transaction data delivered into Your Xero account:
Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Xero reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Xero’s sole discretion. Xero would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, you must give Xero sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice Xero will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
5. Access conditions:
1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Xero of any unauthorized use of Your passwords or any other breach of security and Xero will reset Your password and You must take all other actions that Xero reasonably deems necessary to maintain or enhance the security of Xero’s computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of Xero’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3. By enabling the multi-currency functionality within the Services You confirm that You have read and accept the XE.com terms and conditions for the use of the XE Currency Datafeed service.
6. Usage Limitations: Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Xero’s application programming interface. Any such limitations