The agreement
between us.

1. Agreement to these Terms

These Terms, together with our Privacy Policy, form the entire agreement between you and us about the Service. They replace any earlier agreement between us in relation to the same subject matter.

2. Definitions

• Account — the user account you create to access the Service.
• Team — a workspace inside the Service that may have one or more users, one or more connected Xero organisations, and one or more connected cloud-storage destinations.
• Subscription — a paid plan (Ledger, Archive, or any future plan) covering a Team.
• Xero Data — information retrieved from a Xero organisation you have authorised, including invoices, quotes, purchase orders, credit notes, related PDFs, and any associated metadata.
• Third-Party Service — any service operated by someone other than us, including Xero, Dropbox, Google Drive, Microsoft OneDrive, Stripe, DigitalOcean, and Amazon SES.
• Content — any information, material, or data you upload to, or that we hold on your behalf in, the Service.

3. Eligibility and your account

You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service. You must provide accurate and current information when you register and keep it up to date.

You are responsible for everything that happens under your Account, including activity by anyone you invite to a Team. Keep your password confidential and use two-factor authentication. Tell us via the Contact page as soon as you become aware of any unauthorised access.

4. The Service

The Service:

• Connects to your Xero organisation(s) using OAuth;
• Periodically fetches metadata and PDF copies of the document types you select (invoices, quotes, purchase orders and related records);
• Uploads those copies to the cloud storage destination you chose (Dropbox, Google Drive, or OneDrive);
• Sends you a notification of each completed run;
• Keeps an audit log of runs so you can verify what happened.

The Service is a backup service. It is not a substitute for the source accounting system. Xero remains the system of record for your accounting data. We do not guarantee that a particular document is present in Xero at a particular time, only that we captured the documents that were retrievable at the time of each run.

We perform only read operations against Xero’s API endpoints for invoices, quotes, and purchase orders; we never create, update, or delete records in your Xero organisation.

5. Third-party services

The Service depends on Third-Party Services. Your use of them is governed by their own terms, and:

• We are not responsible for the availability, accuracy, content, security, or practices of any Third-Party Service;
• An outage, rate limit, change of API, or cancellation by a Third-Party Service (for example, Xero disconnecting your tenant, or your cloud storage running out of space) may interrupt the Service — this is not a breach of these Terms by us;
• You are responsible for maintaining any Third-Party Service accounts required for the Service to function (keeping cards on file, keeping OAuth authorisations current, maintaining storage quota, and so on).

6. Subscriptions, billing and pay-per-download

6.1 Plans and prices

Current plan details (including the price, billing cycle, covered document types, and number of Xero organisations included) are displayed on the pricing page and on the plan-selection screen inside the Service. Prices are quoted exclusive of applicable taxes unless otherwise stated; Australian GST will be added for Australian customers where we are required by law.

6.2 Billing cycle and auto-renewal

Subscriptions are charged in advance on either a monthly or annual cycle. Each Subscription automatically renews at the end of its billing period for the same length, at the then-current price, unless you cancel before the end of the period. You can cancel from inside the Service or via the Contact page.

6.3 Cancellations and refunds

When you cancel, the Subscription continues until the end of the current paid period, after which it does not renew. Except as required by the Australian Consumer Law or other applicable law, fees paid are non-refundable and we do not provide pro-rata refunds for partial periods.

6.4 Pay-per-download archive charges

Certain on-demand archive downloads are charged on a pay-per-use basis at the price displayed in the Service at the time you initiate the download (currently AUD $32 per archive). A charge is authorised on your payment method when you start the download and is released if the download does not complete within 24 hours.

6.5 Payment processor

Payments are processed by Stripe, Inc. By providing a payment method, you authorise us (via Stripe) to charge the amounts owing on that method. We do not receive or store your full card details; see the Privacy Policy for the fields we keep.

6.6 Failed payments

If a payment fails, we will attempt to contact you and retry the payment in line with our dunning schedule. If the payment is not successfully collected after a reasonable grace period, we may suspend the Subscription. Your data will remain in your cloud storage (it was never in our control).

7. Free trial

We may offer a free trial period at sign-up (currently seven days). You can cancel at any time during the trial and you will not be charged. If you do not cancel before the trial ends, your Subscription becomes a paid Subscription on the plan you selected and your payment method will be charged.

8. Your data and ownership

As between you and us, you own your Content and your Xero Data. By using the Service, you grant us a limited, non-exclusive, worldwide licence to host, process, transmit and store your Content and your Xero Data solely to provide and maintain the Service, to monitor and secure it, and as otherwise permitted by the Privacy Policy.

We do not claim ownership of your Content or your Xero Data, we do not sell it, and we do not use it to train machine-learning or AI models.

Backups written to your cloud-storage destination are yours to keep. If you cancel or we terminate your Account, those backup files remain in your storage under your control — we do not delete them.

9. Your responsibilities

You are responsible for:

• Having the authority to connect each Xero organisation and each cloud-storage account you link;
• Ensuring that processing the Xero Data through the Service (including any personal information about your customers, suppliers or contacts contained in it) complies with applicable privacy and data-protection laws;
• Keeping your payment method current;
• Keeping your Account credentials secure;
• Your users’ compliance with these Terms.

10. Acceptable use

You must not:

• Use the Service to store, process, or transmit content that is unlawful, defamatory, infringing, obscene, or otherwise objectionable;
• Use the Service to store personal information that you do not have a lawful basis to process;
• Attempt to access another Team’s data, bypass authentication, or defeat security controls;
• Reverse engineer, decompile, or disassemble the Service, except to the extent that law cannot exclude this;
• Probe, scan, or test the vulnerability of the Service except under our Responsible Disclosure process (see the Security page);
• Interfere with or disrupt the Service or the servers or networks it runs on (including by excessive automated traffic or denial-of-service-style behaviour);
• Use the Service to develop a competing product.

11. Suspension and termination

We may suspend or terminate your access to the Service (in whole or in part) if:

• We reasonably believe you have materially breached these Terms, including the acceptable-use rules;
• Payment for your Subscription fails and is not cured within a reasonable period;
• We are required to do so by law or by a regulator.

Where practicable, we will let you know before we suspend or terminate and give you an opportunity to remedy the issue. You may terminate your Account at any time; termination takes effect at the end of the then-current paid period.

After termination, we will handle your personal information in accordance with the retention section of the Privacy Policy.

12. Service availability

We aim to make the Service available 24 hours a day, seven days a week, but we don’t provide a formal uptime service level unless agreed in writing. The Service may be interrupted for scheduled maintenance, emergency maintenance, upgrades, or matters outside our reasonable control (including outages of Third-Party Services). We’ll give notice of planned maintenance where we reasonably can.

13. Warranties and Australian Consumer Law

13.1 “As is” supply — subject to non-excludable rights

Except as set out in clause 13.2 and to the maximum extent permitted by law, the Service is supplied “as is” and “as available”. We make no warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

13.2 Australian Consumer Law statutory rights

Certain legislation, including the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) and similar consumer-protection laws, may provide you with consumer guarantees and statutory rights that cannot be excluded, restricted, or modified. Nothing in these Terms excludes, restricts, or modifies any right or remedy that cannot be excluded, restricted, or modified by law.

To the extent that we are permitted by law to limit our liability for a breach of a non-excludable guarantee in connection with goods or services supplied to a non-consumer for business purposes, our liability is limited, at our option, to:

• in the case of services — the supplying of the services again or the payment of the cost of having the services supplied again; and
• in the case of goods — the replacement of the goods, the supply of equivalent goods, their repair, or the payment of the cost of replacement, equivalent supply, or repair.

14. Limitation of liability

Subject to clause 13.2 and to the maximum extent permitted by law:

• Neither party is liable to the other for any indirect, consequential, special, incidental, or punitive loss or damage, or for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data, however arising;
• Our aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), under statute, or on any other basis, is capped at the greater of (a) the total fees you paid us for the Service in the twelve months immediately preceding the event giving rise to the claim, and (b) AUD $100;
• The cap applies on an aggregate basis across all claims — it is not renewed for each claim.

Each party must take reasonable steps to mitigate its loss.

15. Indemnity

You agree to indemnify and hold harmless Celestia Pty Ltd and its directors, officers and employees from and against any losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms (including the acceptable-use rules);
• Your breach of any applicable law in your use of the Service;
• Any claim by a third party that your Content or your Xero Data, when processed through the Service in the way you authorised, infringes that third party’s rights (including rights in personal information).

Your liability under this indemnity is reduced proportionally to the extent that our acts or omissions caused the relevant loss.

16. Intellectual property

We own (or licence from others) all intellectual property rights in the Service, including our branding, code, design, documentation, and any improvements or derivative works. Nothing in these Terms transfers any of those rights to you; you receive only the limited right to use the Service set out in these Terms.

If you give us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use them, and you waive any moral rights, without obligation to you.

17. Confidentiality

Each party may receive information from the other that is non-public and that a reasonable person would understand to be confidential (“Confidential Information”). Each party will protect the other’s Confidential Information using at least the same degree of care it uses for its own information of similar sensitivity, and at least a reasonable standard of care. Confidential Information does not include information that is publicly available without breach of these Terms, was known to the receiver without a duty of confidence, is independently developed, or must be disclosed by law.

18. Changes to these Terms

We may update these Terms from time to time. If we make a change that materially affects your rights or obligations, we will notify you by email or in-app notice at least 14 days before the change takes effect (or immediately, if the change is required to comply with law). Continuing to use the Service after the change takes effect constitutes your acceptance of the updated Terms. If you do not accept the change, you can cancel before it takes effect.

19. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them. The UN Convention on Contracts for the International Sale of Goods does not apply.

20. Disputes

Before commencing formal proceedings, the parties will try in good faith to resolve any dispute arising out of or in connection with these Terms by direct negotiation. A party may start a dispute by sending written notice to the other, and the parties will then have thirty days to reach a resolution. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief in an appropriate court.

21. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between us about the Service.
• Severability. If any part of these Terms is held invalid or unenforceable, the rest continues in force.
• No waiver. A failure or delay by us in enforcing a right under these Terms is not a waiver of that right.
• Assignment. You may not assign your rights under these Terms without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all our assets.
• Notices. Notices to you will be sent to the email address on your Account. Notices to us must be sent via the Contact page, with a copy by post to Celestia Pty Ltd, Shop 4, 81-85 Wynyard Street, Tumut NSW 2720.
• Force majeure. Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control.
• Relationship. The parties are independent contractors; nothing in these Terms creates any agency, partnership, or joint venture.

These Terms were last updated on 09 August 2026. Earlier versions are available on request via the Contact page.