Partner Programme Terms

1. About these terms

These Partner Programme Terms (“Partner Terms”) apply to accounting and bookkeeping practices that XAIO Tech Pty Ltd (ABN 27 697 386 084) (“XAIO”, “we”, “us”) admits to the XAIO Partner Programme. They sit under, and are read together with, our Terms of Service. If the two conflict, these Partner Terms apply to the partner relationship and the Terms of Service apply to everything else.

You accept these Partner Terms when you register your practice, and again by continuing to use the Programme after we publish a change (section 17). We record the version you accepted and when.

2. Definitions

• “Practice” or “you” means the accounting or bookkeeping business admitted to the Programme, and each person you authorise to act for it on XAIO.
• “Client” means a business you act for. “Client Organisation” means that business’s organisation (workspace) on XAIO, whether you created it or the Client did.
• “Practice Workspace” means the XAIO organisation for your own practice, provided free under section 4.
• “Partner-billed” means a Client Organisation whose XAIO subscription you pay for at the wholesale price and on-charge as you see fit. “Client-billed” means the Client pays XAIO directly at the retail price and you act for them without any billing relationship with us for that Client.
• “Cut-over Date” means the date a Client Organisation stops being managed or billed by one Practice and starts being managed or billed by another Practice, or by the Client itself (section 10).
• “Owner” means the person holding the owner role on a Client Organisation in XAIO. The Owner is the Client’s authority for that organisation.

3. Eligibility and verification

The Programme is open to practices in Australia that hold, as applicable, a current Tax Practitioners Board registration (tax agent or BAS agent), membership of CPA Australia, Chartered Accountants ANZ or the Institute of Public Accountants, or that operate as a bookkeeping business. Admission is at our discretion and is decided by a person, not automatically.

You warrant that every detail you submit (practice name, ABN, practitioner type, registration or membership number, contact details) is accurate and that you are authorised to bind the Practice. We check registration numbers by hand against the public register concerned. That check is a condition of admission, not a certification: XAIO does not verify or vouch for your registration to anyone. You must tell us within 14 days if a registration or membership you relied on lapses, is suspended or is cancelled.

4. Your free Practice Workspace

While you are an approved and active partner, XAIO provides your Practice Workspace free of charge at the Business Suite level, with no plan or payment method required. It is for running your own practice: your books, your payroll, your team, and the Practice tools used to manage Clients. It is not itself for resale, and you may not operate a Client’s books inside it in place of a Client Organisation.

Free access ends if your partnership is suspended or ends (sections 13 and 14). Your data is never deleted for that reason: you may export it, or keep the organisation on a paid plan, under the Terms of Service.

5. Acting for Clients

Each Client is a Customer under the Terms of Service in its own right, and Client data belongs to the Client, not to the Practice. You access a Client Organisation as the Client’s agent, only to the extent the Client has authorised, and you must stop when that authority ends. You must hold the Client’s authority before you create a Client Organisation, connect a bank feed, lodge anything, or add or remove people from it.

When you create a Client Organisation, you must invite the Client’s own responsible person as its Owner as soon as practicable, and in any case within 30 days. A Practice may hold the owner role only as a temporary measure during set-up.

Nothing in the Programme makes XAIO your agent or the Client’s adviser. XAIO is software (Terms of Service, section 7). Your professional obligations, including under the Tax Agent Services Act 2009 and your professional body’s standards, are yours.

6. Who pays for a Client Organisation

When you add a Client Organisation you choose, per Client, whether it is Partner-billed or Client-billed. A Client Organisation has exactly one payer at a time. It cannot be Partner-billed by two Practices, and it cannot be Partner-billed while the Client holds its own active XAIO subscription; XAIO refuses the second arrangement rather than charging twice.

A Client-billed organisation is priced, invoiced and supported by XAIO directly with the Client, at the retail price shown on our pricing page. It still counts as a Client you act for, but not toward your wholesale tier.

7. Partner-billed subscriptions

One invoice, one charge. All your Partner-billed Client Organisations sit on a single monthly XAIO subscription in your Practice’s name. We invoice and charge your nominated payment method on the 1st of each month, in advance for that month, with one line per Client.

Trial. Each new Partner-billed Client Organisation starts with a 30-day free trial from the day you add it. It joins your subscription when its trial ends; nothing is charged for it before then.

Pro-rata. A Client joining your subscription part way through a month is charged for the remaining days of that month on your next 1st-of-month invoice, together with the month ahead. A Client leaving part way through a month is credited for the unused days on the same next invoice. We never charge or credit whole months for part-month use.

Wholesale price. You pay the retail price less your tier discount (section 8). Any launch or promotional discount XAIO publishes for the plan applies as well, and the two are applied one after the other, not added together. Optional payroll headcount blocks are charged at their flat price and are not discounted by tier.

You owe XAIO regardless of your Client. The subscription is yours. Whether, when and how much your Client pays you does not affect what you owe XAIO. All prices are in Australian dollars and inclusive of GST; a tax invoice is issued for every charge.

Failed payment. If a charge fails we retry and notify you. If it is still unpaid 14 days after the invoice date we may suspend access to your Partner-billed Client Organisations (not your Clients’ data, which is retained) until the balance is paid, and we will tell the affected Owners why. Persistent non-payment is grounds for termination under section 14.

8. Wholesale tiers

Your tier is set by the number of active Partner-billed Client Organisations on your subscription (Clients still in their trial, Client-billed Clients and inactive organisations do not count). The ladder in force is published on the Partners page and shown in your Practice area. As at the effective date it is: Registered (0 Clients) no discount; Bronze (1–9) 5%; Silver (10–49) 10%; Gold (50–149) 15%; Platinum (150+) 20%.

Your tier is recalculated whenever a Client is added to or removed from your subscription, and the new discount applies from your next invoice. It applies to every Partner-billed Client on the subscription, not only the one that crossed the threshold. We may change the ladder on 30 days’ notice; a change never applies to an invoice already issued.

9. What you charge your Clients

What you charge a Partner-billed Client for XAIO, and whether you bundle it with your services, is between you and the Client. You keep the difference; XAIO pays no commission and takes none. You must not describe XAIO’s prices, plans or features to a Client inaccurately, must give a Client who asks a clear written statement of what they are being charged for XAIO, and must comply with the Australian Consumer Law in your own dealings with Clients.

You may say that your practice uses and supports XAIO. You may not present XAIO as your own product, use our name or marks in a way that suggests we endorse your practice, or make any commitment on XAIO’s behalf.

10. When a Client moves to another practice, or leaves

The Client decides who acts for it. The Owner of a Client Organisation may, at any time and without needing your agreement, appoint another Practice, take the organisation over themselves, or end the relationship. No Practice may block, delay or condition a move, and no Practice may withhold or restrict a Client’s access to the Client’s own organisation or data for any reason, including unpaid fees (section 11).

The Cut-over Date is the date the Owner confirms the change in XAIO (or, where the Owner instructs us in writing under section 11, the date we action it). From that date:

• Access. The outgoing Practice’s access to the Client Organisation ends and the organisation leaves that Practice’s client list. The outgoing Practice keeps its own XAIO tax invoices and its own records; it has no continuing right to the Client’s data on XAIO.
• Billing, outgoing Practice. If the Client was Partner-billed, the Client’s line is removed from the outgoing Practice’s subscription on the Cut-over Date and the unused days of the current month are credited on that Practice’s next invoice. The outgoing Practice’s tier is recalculated at the same time.
• Billing, incoming Practice or Client. The Client Organisation keeps its plan and its data without interruption for a 14-day continuity period from the Cut-over Date, at no charge to anyone, while the incoming Practice adds it as a Partner-billed Client (charged pro-rata from the day it is added, with no new trial) or the Client subscribes directly. If neither has happened when the continuity period ends, the organisation is placed on hold: it can be signed into and exported, but not worked in, until a subscription is in place. Data is never deleted because of a move.
• Ownership. If the outgoing Practice holds the owner role on the Client Organisation (for example because it created the organisation and set-up was never completed), it must transfer ownership to the person the Owner nominates within 5 business days of being asked. Ownership transfer in XAIO is accepted by the recipient, never pushed onto them.
• Lodgements and feeds. Anything the outgoing Practice lodged, and every bank feed it connected, stays with the Client Organisation. Nothing is reversed or disconnected by the move. The incoming Practice should review any agent nominations with the ATO separately; XAIO does not change them.

A move between two people inside the same Practice is not a move under this section and changes no billing.

11. Conflicts, and what XAIO will and will not do

Practice unresponsive or refuses. If a Practice does not act on an Owner’s instruction under section 10 within 5 business days, the Owner (or the incoming Practice, with the Owner’s written authority) may ask XAIO to action the change. We will verify authority first: the requester must be, or be authorised in writing by, a director, owner or the registered contact of the business (matched against the organisation’s ABN record and the details we hold). Once verified we will effect the transfer, apply section 10, and notify both Practices. A Practice that repeatedly requires this is in breach of these Partner Terms.

Two Practices claim the same Client. The Owner’s written instruction decides. Until we have it, the existing arrangement stands, no billing changes are made, and neither Practice gains access it does not already hold.

Fees between you and a Client. Any dispute about what a Client owes a Practice is between them. XAIO will not withhold, restrict, delay or condition a Client’s access to the Client’s organisation or data on the outcome, and will not act as a collection agent for either side. A Practice remains liable to XAIO for its own subscription up to the Cut-over Date whatever the position between it and the Client.

Charges from XAIO. Tell us within 30 days of the invoice date if you believe a charge or credit is wrong. We will explain it line by line (every line names the Client Organisation, the plan and the days covered) and correct any error on your next invoice.

Disputes between Practices. Where the dispute is about the Client relationship itself (fees, work in progress, documents held outside XAIO), XAIO takes no part. Our only role is to give effect to the Owner’s instruction for the organisation on XAIO.

12. Data, confidentiality and your people

You must keep Client data confidential, use it only for the Client’s purposes, and ensure every person you give access to a Client Organisation is your staff or contractor bound by the same obligations. Remove people who leave your practice promptly. You are responsible for what your people do in XAIO.

Personal information is handled under our Privacy Policy. For Client data you enter or access, you are the Client’s processor, and we are yours and the Client’s host.

13. Suspension

We may suspend a Practice’s partner status, its free Practice Workspace, or its access to a specific Client Organisation immediately if we reasonably believe there is a breach of section 5, 10, 11 or 12, a security risk, a misrepresentation in your application, or an unpaid balance under section 7. We will tell you why and what is needed to lift it. Client Organisations are not affected by a suspension of your Practice Workspace; they are affected by a billing suspension under section 7 only as described there.

14. Ending your partnership

You may leave the Programme on 30 days’ written notice. We may end it on 30 days’ notice for convenience, or immediately for a material breach not remedied within 14 days of notice, for a lapsed registration under section 3, or for persistent non-payment.

When the partnership ends: your Partner-billed Clients each enter the section 10 continuity period on the end date, and we write to every affected Owner so they can appoint a new Practice or subscribe directly; your Practice Workspace stops being free at the end of the notice period and may continue on a paid plan or be exported; and amounts already invoiced remain payable.

15. Liability

Section 11 of the Terms of Service (Australian Consumer Law and limitation of liability) applies to the Programme. In addition, you indemnify XAIO against claims by a Client arising from your acting without authority, from your own advice or work, or from your breach of section 5, 9, 10 or 12.

16. Governing law

These Partner Terms are governed by the laws of Western Australia, Australia, and you submit to the non-exclusive jurisdiction of the courts of that State.

17. Changes to these terms

We may update these Partner Terms. We will post the new version here with a new effective date and email the contact on file for every active Practice at least 30 days before a change to sections 7, 8, 10 or 11 takes effect. Continued use of the Programme after the effective date is acceptance of the new version.

18. Contact us

Partner questions, authority requests under section 11, and notices under these terms go to [email protected] (or [email protected]).