# WorkApproved Partner Terms **For accounting and bookkeeping firms.** **Last updated:** 22 October 2026 This agreement is between **Stone Pritchard Limited**, a New Zealand company trading as WorkApproved ("**we**", "**us**"), and the accounting or bookkeeping firm that accepts it (the "**Firm**", "**you**"). Contact: hello@workapproved.app. Company details: Stone Pritchard Limited, company number 9458360, NZBN 9429053953216, registered office 2 Navigation Drive, Whitby, Porirua 5024, New Zealand. **The short version.** This summary is not part of the agreement. - You pay the partner price (our current discount on list) for each client organisation you put on your account. We bill only you. You bill your clients yourself, however you like. - You need your client's agreement before you connect their Xero organisation or take over paying for it. You're responsible for having it. - Your people work inside client organisations under their own logins, and your client can see who they are. - You can stop paying for a client on notice to the end of the period. The client then moves to its own account. Service never stops halfway through a paid period. --- ## 1. What this agreement is 1.1 These Partner Terms add to our Terms of Service. The Terms of Service apply to the Firm's own use of WorkApproved and to each client organisation's use. Where the two conflict on fees, partner features or the Firm's relationship with its clients, these Partner Terms win. Everything else is governed by the Terms of Service, including liability, governing law (New Zealand) and general provisions. 1.2 **Becoming a partner.** Only WorkApproved can make a firm a partner. A firm can't make itself one. We may decline an application, or end partner status as clauses 9.3 and 9.5 say. Becoming or ceasing to be a partner changes the price straight away, and we adjust the charge pro rata for the rest of the period. 1.3 **Your authority.** You confirm you're accepting for the firm and have authority to bind it. The firm's owner or an administrator accepts these terms for the firm when they sign up or join, and we record who accepted, when, and which version. ## 2. Price and billing 2.1 **Partner price.** The partner price is the list price for each Xero organisation per month less our current partner discount, plus GST or other tax. We tell you the current discount and the resulting price for each plan in writing when we make the Firm a partner, and your account's Billing page always shows the price you are charged. We may change the discount under clause 2.4. 2.2 **One bill, to you.** We bill only the Firm, once a month, for every client organisation on your account. We issue one tax invoice. You pay by card through Stripe. We don't bill your clients for organisations on your account. 2.3 **Adding and removing.** When an organisation joins or leaves your account, we adjust the charge pro rata for the rest of the period. 2.4 **Price changes.** At least 60 days' written notice, by email to your admins. A change applies from the next billing period after the notice ends. If you don't accept it, you can stop before it takes effect. 2.5 **Your clients' prices.** You decide what, if anything, to charge your clients, and you collect it. We don't ask you to pass on our prices, and we don't pay commission or referral fees. The partner price is the price we charge you, and is separate from anything you charge your clients. 2.6 **Free trials.** Every client organisation has a 7-day trial. You may extend an individual client's trial, up to 30 days from its start, from the partner console. We can switch this off for a firm that misuses it. A client whose trial you've extended goes on your bill when the extended trial ends. 2.7 **Late payment.** Clause 7.7 of the Terms of Service applies to you. ## 3. How clients come onto your account 3.1 **By invitation.** You invite a named client from the partner console. The invitation is single-use and expires. When the client agrees, its organisation joins your account and your bill starts straight away. 3.2 **By your public link.** Anyone may use your public link (workapproved.app/p/[firm]) to ask to be billed by you. A request never adds to your bill until you approve it in the partner console. Meanwhile the client has a 7-day trial with no card. If you decline, or don't answer, the client adds its own card or stops. We tell you about every request and every organisation added to your billing, with a one-click way to remove it from your billing. 3.3 **Automatic approval.** You can switch on automatic approval of link requests. It's off by default. When it's on, you set a monthly cap on new organisations. You're responsible for everything added under it. 3.4 **When a client already pays us.** If a client already has its own WorkApproved subscription and you take over paying for it, we cancel the client's own subscription for those organisations and refund the unused part of the period to the client's card, so nobody pays twice. If the client keeps some organisations, its quantity drops to match, pro rata. We tell the client's admins in plain words. You aren't charged for that refund. ## 4. Your client's agreement 4.1 **You must have it.** Before you invite a client, approve a link request, or connect or manage a client's Xero organisation, you must have the client's authority, and you must make sure the client knows what you'll be able to do. 4.2 **What the client is told.** When a client joins under your account, we show it this and record that it agreed, with who, when and the exact wording: "[Firm] will pay for WorkApproved and can see and manage everything in your organisation, including your bills and approvals." You must make sure that's true for the clients you bring. A client that wants privacy from its accountant signs up directly instead. 4.3 **Keep your evidence.** Keep a record of each client's authority (for example your engagement letter or an email) and give it to us if we ask. 4.4 **If a client says it didn't agree.** We may remove the organisation from your account and end your access to it straight away, and tell the client why. You're responsible for the consequences. 4.5 **Your obligations to your clients.** You're responsible for your own relationship with your clients, your own engagement terms and your own legal and professional duties. Tell each client, in writing, that: you use WorkApproved; its organisation sits on your account; your people can see and manage everything in it; WorkApproved's Terms of Service and Privacy Policy apply to it; and if you charge a fee or add a margin for it. ## 5. Your people inside client organisations 5.1 **Own logins.** Your people are ordinary people in the client organisation. They use their own logins, with two-factor authentication. No shared logins. Every decision names a person. 5.2 **Who sees what.** Your firm admins can see every client. Other staff see the clients they're assigned to, starting with the ones they invited, and a firm admin assigns the rest. You decide assignments, and you're responsible for keeping them right. 5.3 **Visible to the client.** The client's People page lists your people (for example "Jo Bloggs (Smith & Co), admin"). The client always sees who from your firm has access. 5.4 **Leavers.** Remove people from client organisations as soon as they leave the firm or stop working on the client. You're responsible for what your people do in client organisations, as if you'd done it yourselves. 5.5 **Client administrators first.** Where an organisation has its own administrators, fallbacks and security alerts go to them first. Your people get them only when the client has none. ## 6. Branding and help 6.1 **Co-branding.** You may add your branding to the service in the ways we make available. Branding options may change. The certificate and the verify page stay WorkApproved only, and we don't offer white-label. 6.2 **Your content.** You confirm you have the right to use what you upload, and it isn't unlawful or misleading. You give us a licence to display it as described. We may remove content that breaches this. We may refuse an accent colour that doesn't meet our contrast check. 6.3 **First-line support.** Help links point to you first. You're the first line of support for your clients. We support you. If you don't answer, we may help your client directly, but we're not required to. 6.4 **Names.** You may say you're a WorkApproved partner. Don't say or imply WorkApproved or Xero endorses you or your advice. Follow Xero's brand guidelines when you use the Xero name. ## 7. What you tell your clients about WorkApproved 7.1 You must not make promises about WorkApproved that we haven't made publicly. In particular, don't promise it prevents or detects all fraud or error. The risk indicators are aids, not guarantees. We aren't responsible for what you say to your clients. 7.2 **Public register data.** Clause 12.4 of the Terms of Service (Public register data) applies to you. Where your clients see Register Data through you, for example in a report or an email you send them, you must make sure they are bound by it too, and you must not describe a register result as more than the register shows. MBIE may enforce this clause directly against you, as clause 12.4 says. ## 8. Data protection 8.1 For information about your own staff, your billing and the partner relationship, we're the controller, and our Privacy Policy applies. 8.2 For client organisation data, the client is in control and we process it for the client. Your people see it because the client has given them access. We follow the client's instructions about who has access, which is why a client that moves to direct billing ends your access (clauses 9.2 and 9.4), unless the client keeps your people as invited people. ## 9. Ending 9.1 **You stop paying for a client.** Give us notice in the partner console. It takes effect at the end of the current billing period, and you pay up to then. We ask the client to add a card. The organisation then moves to the client's own account with its history intact. Service never stops mid-period because of this. If the client hasn't added a card when the period ends, the organisation becomes read-only, with a clear message, until the client adds one. 9.2 **A client leaves you.** A client can move to direct billing at any time. That ends your access to the organisation. 9.3 **You end this agreement.** Give us notice by email. It takes effect at the end of the current billing period. Each client organisation is then treated as in clause 9.1. 9.4 **Your access ends** when an organisation moves off your account, unless the client keeps your people as invited people in its own organisation. 9.5 **We end this agreement or your partner status.** We may do so on 30 days' notice. We may do so sooner if you seriously breach it (including clause 4), if you stop paying, if a payment you made to us is charged back or disputed with your bank or card issuer (see clause 16.2 of the Terms of Service), or if your conduct puts clients or the service at risk. We'll tell your clients, and move their organisations as in clause 9.1, and won't leave them without service for the period they or you have paid for. 9.6 **Fees.** No refund of fees for the period you've paid, except as clause 3.4 and the Terms of Service say. ## 10. Liability 10.1 Clause 14 of the Terms of Service applies to us and to you, with these changes: our total liability to you is limited to the fees you paid us in the 12 months before the event that gave rise to the claim. 10.2 You're responsible to us for your clients' use of WorkApproved only to the extent it arises from what you did or didn't do under these terms (for example connecting an organisation without authority). ## 11. General 11.1 We're independent. You aren't our agent, and you can't bind us. We're not exclusive: we may deal with other firms and with clients directly. 11.2 We may change these terms on 30 days' notice. A change to clause 7.2 that MBIE's own terms for the registers, or a direction from MBIE, requires can take effect on shorter notice, as soon as MBIE requires it. If you don't accept a change, you can end the agreement under clause 9.3 before it takes effect. 11.3 Our contacts: hello@workapproved.app. Disputes: New Zealand law and courts, as clause 18 of the Terms of Service says. 11.4 Nobody except you and us has rights under this agreement, except MBIE under clause 7.2. A client isn't a party to it. A client's rights come from the Terms of Service it accepted. --- WorkApproved is a product of [Stone Pritchard Limited](https://stonepritchard.com), [NZBN 9429053953216](https://www.nzbn.govt.nz/mynzbn/nzbndetails/9429053953216/), New Zealand. Legal: [Terms](https://workapproved.app/terms.md) · [Privacy](https://workapproved.app/privacy.md) · [Partner terms](https://workapproved.app/partner-terms.md) · [Subprocessors](https://workapproved.app/subprocessors.md) © 2026 Stone Pritchard Limited. Xero is a trademark of Xero Limited. WorkApproved is an independent product and is not endorsed by, or affiliated with, Xero.