Terms of Service

1. The Service

VendorAlert connects to your Xero organisation using Xero’s official OAuth integration and read-only access scopes. We periodically read contact records - including bank account names, account numbers, BSB/sort/routing codes and other payment and contact details - to detect when they change. When a change is detected, we record it and notify the recipients you have configured.

We have read-only access and cannot create, edit or delete any data in your Xero organisation. Contact details can only ever be changed by you or your team within Xero. The Service is a monitoring and alerting tool; it does not approve, block or process payments, and it is not a substitute for your own payment controls.

We may improve, modify or discontinue features of the Service from time to time for legitimate product, security, legal or operational reasons. If a change materially reduces core paid functionality, we will give reasonable advance notice where practicable. If the change materially disadvantages you during a prepaid period, you may cancel before it takes effect and request a pro-rata refund for the unused part of that period.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for providing accurate account information and for keeping your login credentials confidential. You are responsible for all activity that occurs under your account and for the actions of every user you invite to your organisation.

You must promptly notify us of any unauthorised use of your account or any other breach of security. We are not liable for any loss arising from unauthorised use of your account to the extent the loss was caused by your failure to take reasonable steps to keep your credentials secure.

3. Your Xero connection

To use the Service you must authorise VendorAlert to access one or more Xero organisations. By connecting a Xero organisation, you confirm that you are authorised to grant that access and to permit us to read the relevant data on behalf of that organisation. Your use of Xero remains subject to Xero’s own terms; we are an independent third-party application and are not affiliated with, endorsed by, or operated by Xero. You may disconnect a Xero organisation at any time from within VendorAlert or from Xero. An organisation's data belongs to that organisation, not to an individual connector. During the deletion grace period, another person who is authorised in Xero may be able to reconnect or claim administration of a disconnected organisation after we revoke the former users' VendorAlert access and provide relevant notice.

4. Acceptable use

You agree that you will not, and will not permit anyone else to:

• use the Service in violation of any applicable law or regulation, or to infringe the rights of others;
• copy, modify, reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted;
• interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorised access to it or its related systems; or
• connect a Xero organisation, or configure alert recipients, that you are not authorised to manage.

5. Free trial

We may offer a 14-day, no-card free trial. You are not automatically charged when the trial ends. If you do not separately subscribe, monitoring and alerts stop at the end of the trial, although the Xero connection and existing account data remain until you disconnect the organisation or close the account. Choosing to subscribe starts paid billing at the price shown in Stripe Checkout. We may modify or withdraw trial offers for new customers, and may suspend or terminate a trial if we reasonably believe it is being misused.

6. Fees and payment

Paid plans are billed in Australian dollars in advance on a monthly, automatically renewing basis per subscribed Xero organisation. The current advertised Australian price includes GST. Any other tax, currency conversion or location-specific amount will be shown before you confirm payment in Stripe Checkout. You authorise us and Stripe to charge your nominated payment method for each renewal until the subscription is cancelled.

You may cancel at any time. Cancellation takes effect at the end of the current paid billing period, monitoring continues until then, and you will not be charged for a later period. Except where these Terms say otherwise or the law requires it, fees already paid are not refundable or prorated. Disconnecting an organisation schedules its subscription to cancel at period end.

We may change fees for a future billing period by giving at least 30 days' notice. If you do not agree, you may cancel before the new fee takes effect. A fee change does not alter a period you have already paid for.

7. Your data, instructions and responsibilities

As between you and us, you retain all rights to the data we access from your Xero organisation and any content you provide (collectively, “Your Data”). You grant us a limited, non-exclusive licence to host, process and use Your Data solely to operate, secure and support the Service and provide the monitoring and alerts you configure. We may use de-identified and aggregated service telemetry to improve reliability and performance, but not contact bank details for unrelated product development, advertising or training artificial-intelligence models.

You instruct us to process Your Data for those purposes and confirm that you have all authority, notices, consents and other lawful bases needed to connect the organisation, provide the data, invite users and nominate alert recipients. You are responsible for the accuracy of recipient details, responding to requests from people whose data came from your Xero organisation, and promptly telling us if an instruction is unlawful or no longer authorised.

Our handling of personal information is described in our Privacy Policy. Where we process personal data on your behalf, the Data Processing Addendum forms part of these Terms.

When you close your account or disconnect a Xero organisation, we will delete or de-identify associated data in accordance with the Privacy Policy and Data Processing Addendum. A disconnected organisation has a 90-day reconnection and export grace period before its operational data is purged. We may retain limited billing, security and audit records where reasonably required by law, to prevent fraud, resolve disputes or enforce our agreements.

8. Intellectual property

The Service, including its software, design, and trademarks, is owned by us and our licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes for the duration of your subscription. We reserve all rights not expressly granted.

9. Third-party services

The Service relies on third parties, including Xero and our hosting, database, payment, email, job-processing, monitoring and analytics providers. Your use of Xero and Stripe-hosted services may be subject to their terms. We are not responsible for an interruption, error or change originating in a third-party service that is outside our reasonable control, but we remain responsible for selecting and managing our service providers as required by applicable law and the Data Processing Addendum.

10. Disclaimers

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, we exclude warranties that are not expressly stated in these Terms. We do not promise that the Service will be uninterrupted or error-free, or that every contact change will be detected or alerted without delay. The Service is one part of your fraud controls. You remain responsible for independently verifying contact bank details before making a payment.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law or other applicable law that cannot lawfully be excluded.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, or loss of profits, revenue or goodwill, that was not reasonably foreseeable when the parties entered these Terms. This does not exclude loss that is a direct and reasonably foreseeable result of a breach.

Subject to rights and liabilities that cannot lawfully be limited, our total aggregate liability arising from the Service in any 12-month period is limited to the greater of the fees you paid for the affected Service in that period and AUD $100. The cap does not apply to fraud, wilful misconduct, or liability that applicable law prohibits us from limiting.

Where a statutory guarantee applies and liability can lawfully be limited, our liability is limited, at our option, to re-supplying the Service or paying the reasonable cost of having it re-supplied.

12. Indemnity

You indemnify us against a third-party claim to the extent it results from Your Data infringing that third party's rights, your instruction that we process data unlawfully, or your deliberate misuse of the Service. We indemnify you against a third-party claim that the Service, when used as permitted by these Terms, infringes that third party's intellectual-property rights.

An indemnified party must promptly notify the other party, provide reasonable cooperation, and allow the indemnifying party to control the defence and settlement, except that no settlement may admit fault or impose a non-monetary obligation on the indemnified party without its consent. Each indemnity is reduced to the extent the indemnified party caused or failed reasonably to mitigate the loss.

13. Suspension and termination

You may stop using the Service and cancel your subscription at any time. We may suspend or terminate your access if you breach these Terms, fail to pay fees when due, or if we reasonably believe your use poses a material security or legal risk. Unless urgent action is reasonably required to protect the Service, data or another person, we will give notice and a reasonable opportunity to remedy the issue before suspension or termination.

On termination, your right to use the Service ends and data is handled under Section 7 and the Privacy Policy. Provisions that by their nature should survive—including accrued payment obligations, ownership, confidentiality and data obligations, disclaimers, indemnities, limitations of liability and governing law—continue to apply.

14. Changes to these Terms

We may update these Terms for legitimate legal, security, operational or product reasons. We will give account holders at least 30 days' notice of a material change unless a shorter period is required by law or needed to address an urgent security risk. If a material change disadvantages you, you may cancel before it takes effect and request a pro-rata refund of any unused prepaid period. Continuing to use the paid Service after the notified effective date means the revised Terms apply.

15. Governing law

These Terms are governed by the laws of South Australia, Australia, and you and we submit to the non-exclusive jurisdiction of the courts of South Australia and the courts competent to hear appeals from them. This choice of law does not deprive you of the protection of any mandatory consumer laws of the country in which you reside.

16. Contact us

If you have any questions about these Terms, contact us at hello@vendoralert.com.au. Legal notices to us must be sent to that address. We may send notices to the account email address or display them prominently in the Service.

17. General

These Terms, the Data Processing Addendum and any checkout terms form the agreement for the Service. If they conflict, the Data Processing Addendum controls for personal-data processing and the checkout terms control for the specific price and billing period.

Neither party is liable for delay caused by events outside its reasonable control, except for payment obligations. A failure to enforce a right is not a waiver. If a provision is unenforceable, it will be read down or removed to the minimum extent necessary and the remaining provisions continue. You may not assign these Terms without our consent, which we will not unreasonably withhold; we may assign them as part of a genuine corporate reorganisation or sale of the Service on notice to you.