Sherlock Software / Finlane Pty. Ltd. [ Terms and Conditions ]
This Agreement sets out the terms by which FINLANE Pty. Ltd. ABN 8800234086 trading as "Sherlock Software" will provide licensed services
and support for software systems [ products ] it has created. This Agreement includes services / products “Sherlock Trust Manager”,
“SherlockPRO”, “PropertyBEE”, “Inspector Sherlock”, “S.O.L.D”, “ArchiveHUB”, “WorkFlow”, “SecureBOOKIT”, Rentalz [rentalz.com.au],
and “Rentalz-On-Demand”. [ rentalzondemand.com.au ]. The IP [ Intellectual Property ] of all software systems are licensed to customers
and not sold and all times remain the property of Finlane Pty. Ltd. See EULA [ End user License Agreement ].
1. Operative Provisions
1.1 Definitions In this Agreement, unless the contrary intention appears: "Access Codes" has the meaning given in clause 3.2;
"Additional Charge" means a charge for services [ie. Bank reconciliation, IT services, RPD setup.. etc ] other than the licensed
services in accordance with Sherlock Software's standard rates in effect from time to time;
"Access Facilities" means facilities (including PC, Apple or computer terminal, terminal server, RDP, virtual machine, Container,
software, via internet, software on premises, communication via wifi and/or Bluetooth) necessary for utilizing and consuming the
Services;
"Agreement" means this agreement to provide you with access to the Application and to provide you with Management Services in
respect of the Application;
"Application" means the computer software application specified as licensed in your signed Order and our account records, and
additions and upgrades to, which is to be made available by Sherlock Software / Finlane Pty. Ltd. to named organization or
individual and staff using licensed systems are subject to this Agreement;
"Business Day" means any day from Monday to Friday, other than a bank holiday or a public holiday in the place where the recipient
of a notice is located;
"Charges" means the charges for licensing the services / products specified in your Order;
"Confidential Information" means the confidential information of a Party which relates to the subject matter of this Agreement and
includes:
a. confidential information relating to the technology and design of the Application;
b. confidential information relating to Customer Data and database designs and schemas;
c. information relating to the personnel, policies or business strategies of Sherlock Software; and
d. information relating to the terms upon which the Services are provided to you pursuant to this Agreement;
"Customer Data" means data owned or supplied by you to which Sherlock Software is provided access in accordance with this
Agreement or data which may otherwise be generated, compiled, arranged or developed using the Application by either Party
pursuant to this Agreement; "Force Majeure" means a circumstance beyond the reasonable control of the Parties which results in a
Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but are not
limited to:
e. acts of God, lightning strikes, earthquakes, floods, storms, explosions, Covid lockdowns, fires and any natural disaster;
f. acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and
g. data centre outage, power outage, routing outage, telecoms outage, internet outage, strikes;
"GST" means goods and services tax as referred to in the GST Law, and any other goods and services tax, value added tax,
consumption tax or other tax applying to this transaction in a similar way, whether in Australia or elsewhere, and any additional
tax, penalty tax, fine, interest or other charge under the statute imposing such a tax;
"GST Law" has the meaning given Tax System (Goods and Services Act) Act 1999 of Australia;
"Initial Term" means the period of 12 months from when Sherlock Software notifies you of acceptance of your Order;
"Intellectual Property Rights" includes any rights in or relating to an invention, discovery or new process (whether patentable or
not); patent, copyright, trade mark, design, source code, executable code, website, XML designs, Database designs; trade, business
or company names; rights to have Confidential Information kept confidential; other proprietary rights; and any other rights to the
registration of such rights, whether created before or after the date of this Agreement;
"Management Services" means the services specified in your Order, which may include implementation, licensing and hosting, data
transfer, support, training and development services as described in the Services Schedule;
"National Privacy Principles" means the National Privacy Principles as set out in Schedule 3 of the Privacy Act 1988; "Order" means
your purchase order for the Services;
"Party" means a party to this Agreement;
"Personal Information" means information handled by Finlane Pty. Ltd. “Sherlock Software” pursuant to this Agreement of the type
referred to in section 6 of the Privacy Act 1988;
"Schedule" means a schedule to this Agreement; and
"Services" means the provision of access to the Application and the provision of the Management Services.
2. Duration of Agreement
2.1 This Agreement will commence on the date on which Sherlock Software notifies you that it has accepted your Order and
processed the signed client agreement, and continue for the duration of the setup and running , Initial training Term, before
licensing applies.
2.2 After the Initial Term, this Agreement will be automatically renewed for subsequent periods of licensing options for period of 1 or
3 or 6 or 12 or 24 months. No payment terminates the support and supply of services for the licensed products.
Party in accordance with clause 7.
3. Provision of Services
3.1 On acceptance of your Order:
a. Sherlock Software will provide you with access to the Application in the manner specified in the Access Requirements ; and
b. the Management Services specified in your Order.
3.2 As part of the Access Requirements, “Sherlock Software” will make available to financial paid clients a renewal mechanism via
web service automated in products. Due paid, key created product looks for key and extends license until payment received again.
Your renewed license period.
or in some products a user name and password ("Access Codes").
1. You must not allow anyone else to use the Services using your Access Codes or product(s) license key.
2. “Sherlock Software” will assume that all use of the Services via your licensed product and licensed period is authorised use by
you. You will be responsible for any misuse of the Services by anyone using your access.
3. You must notify “Sherlock Software” immediately if you know or suspect that someone other than you is using your granted
Access to use the Services, or if there is some other threat to the security of the Services.
4. “Sherlock Software” is not obliged to provide you with any services other than those Services licensed for, and if it agrees to do
so at your request, then “Sherlock Software” may charge Additional Charge for the provision of such services.
4. Service Level
4.1 Subject to the terms of this Agreement, “Sherlock Software” will provide during the term of this Agreement a level of service
which complies with our normal Service Levels.
4.2 Subject to complying with clause 4.1, “Sherlock Software” may exercise its sole discretion as to the configuration of its system
and the nature and manner of internal technical support applied to the Services and, for the removal of doubt, may vary its
procedures without prior notification to you.
4.3 “Sherlock Software” will not be responsible for any failure to comply with the Service Level if such failure is due to factors
beyond Sherlock Software's reasonable control including, but not limited to:
a. telecommunications or internet failure or fault;
b. electrical short circuit or power failure;
c. failure or unavailability of a third party product or service;
d. unscheduled emergency maintenance;
e. defective network or internet connections;
f. defective equipment used by you to obtain the Services; or g. incorrect operation of your Access Facilities.
h. Crypto/ransomware data encryption
i. Negligence or loss of data due to equipment/server failure
j. not having backups of data
k. Staff locked down via Covid and cannot provide services.
4.4 On becoming aware of any failure, fault or interruption in the Services, you must notify “Sherlock Software” as soon as possible
of such failure, fault or interruption. You must not attempt to rectify or permit any other person to attempt to rectify such failure,
fault or interruption in the Services.
5. Customer Data
5.1 Subject to any lien arising because of unpaid Charges and subject further to any encumbrances arising outside Sherlock Software's
control, “Sherlock Software” acknowledges that Customer Data in PDF format remains your property.
5.2 “Sherlock Software” will on reasonable notice make “Customer” data in PDF reports if part of the system, documentation or
records maintained on your behalf available for inspection by you or your auditors. Note: PDF printed data using report output if
exists for system used. This service may be subject to an Additional Charge of $150 per hour if license has expired for access or
requirements to retrieve data from backups to produce. If special reports need to be written this will be at the cost of the
“customer”.
6. Customer Facilities
6.1 You will be responsible for providing your own Access Facilities and for on-premises systems, responsible for backing up data.
6.2 “Sherlock Software” will, upon request from you, supply such information and assistance as is reasonably required by you to
enable you to prepare and install your own Access Facilities.
6.3 Notwithstanding clause 6.2, “Sherlock Software” accepts no responsibility for any fault or deficiency in your Access Facilities.
7. Charges
7.1 You must pay the Charges for the Initial Term in advance by Direct Deposit/Cheque/Credit Card at the rate specified by
“Sherlock Software” in your client agreement.
7.2 Unless otherwise specified, the Charges are exclusive of taxes (except GST), duties and charges imposed or levied in Australia
or elsewhere in connection with the supply of the Services. Without limiting the foregoing, you will be liable for any new taxes,
duties or charges imposed in respect of the Services after the commencement of this Agreement.
7.3 During the Initial Term, you will receive the first 30 days of any support Services (as described in the Services Schedule) ordered
by you at no cost to you.
7.4 On or before the commencement of each renewal of this Agreement, “Sherlock Software” will send an invoice to you by email
or mail for the Charges in respect of the Services for that renewal period.
7.5 Sherlock Software will send you invoice(s) in arrears or contact you directly in respect of any Additional Charges payable by you.
7.6 If you dispute the amount of any invoice, you must notify Sherlock Software in writing within 7 days of the date of the relevant
invoice being received.
7.7 Without limiting its other remedies, “Sherlock Software” may charge you an addition to licensing and administration fee of AUD$33
if your payment is not received prior to the date of licensing expiry.
7.8 You must pay interest to “Sherlock Software” on all amounts which remain unpaid under this Agreement after the due date at the
rate of 8% per annum calculated daily from the date on which such amount was due up to and including the date on which payment
is made in full.
7.9 “Sherlock Software” may vary the Charges and Additional Charges without notice to you. The varied Charges will take effect at
the commencement of the next renewal date of this Agreement, and the varied Additional Charges will take effect immediately.
7.10 In addition to paying the Charges and any other amount payable under or in connection with, this Agreement, you must:
a. pay to Sherlock Software an amount equal to any GST payable for any supply by “Sherlock Software” in respect of which the
Charges or other amount is payable under this Agreement; and
b. make such payment on the date when the Charges or other amounts is due.
7.11 Words defined in Australian GST Law have the same meaning in this clause, unless the context makes it clear that a different
meaning is intended.
8. Prohibited Acts
8.1 You must not or allow anyone else to:
a. use the Services for any illegal purpose or in a way contrary to any law;
b. resell, on sell, hire, lease or otherwise make the Services available to third parties;
c. tamper with, hinder the operation of or make any unauthorised modifications to the Services;
d. delete any other person’s Customer Data without “Sherlock Software” explicit permission;
e. knowingly transmit spyware, a computer virus, worm or other disabling feature to “Sherlock Software” or any other
person using the Services;
f. use the Services to access another person’s computer system without permission;
g. use the Services to copy, store, distribute or transmit any materials in violation of another person’s Intellectual Property
Rights;
h. disclose your Access Codes for the Services to a third party; or i. fail to adequately protect your Access Codes for the
Services.
8.2 Subject to clause 11, “Sherlock Software” is under no obligation to refrain from delivering Customer Data or related data,
documentation or records into the custody of a duly authorised law enforcement officer or government representative, officer or
agency or from providing such persons or instrumentalities with access to Customer Data or related data, documentation or records
if “Sherlock Software” receives a request or demand for such information.
8.3 You must to the extent permissible by law indemnify “Sherlock Software” against all costs and liability incurred as a result of:
a. its possession, processing, use or other handling of Customer Data or related data, documentation or records; and
b. delivering materials or information to a third party in accordance with clause 8.2.
8.4 Clause 8.3 survives the expiration or termination of this Agreement.
9. Intellectual Property
9.1 The Intellectual Property Rights in the Services and all user manuals printed or electronic and other materials which may be
associated with the Services remain the property of “Sherlock Software”, and except as otherwise specified, nothing in this
Agreement will be taken to grant to you any rights in those Intellectual Property Rights.
10. Confidentiality
10.1 You must keep confidential the Confidential Information of “Sherlock Software”, and must not disclose or supply the Confidential
Information to any third party or use it for any purpose, except as authorised by this Agreement.
10.2 You may disclose the Confidential Information of “Sherlock Software” to your employees, subcontractors and agents who have a
need to know that information for the purposes of this Agreement, and who are bound by an obligation of confidence in respect of
that information.
10.3 You must implement reasonable precautions to prevent the unauthorised disclosure of “Sherlock Software's” Confidential
Information by your employees, subcontractors or agents.
10.4 Clause 10.1 does not apply to any Confidential Information which:
a. was known or used by you prior to its date of disclosure, as evidenced by your prior written records;
b. either before or after the date of the disclosure to you, is lawfully disclosed to you by a third party rightfully in possession
of the Confidential Information and entitled to disclose it;
c. either before or after the date of the disclosure to you, is or becomes public knowledge;
d. is independently developed by or for you without reference to or reliance upon the Confidential Information; or
e. is required to be disclosed by you to comply with applicable laws, to defend or prosecute litigation, or to comply with
governmental regulations, provided that you give Sherlock Software prior written notice of such disclosure and takes
reasonable and lawful steps to avoid and/or minimise the degree of such disclosure.
10.5 This clause will survive the termination of this Agreement.
11. Liability of Sherlock Software
11.1 To the maximum extent permitted by law, “Sherlock Software's” liability during the license Term and product usage is limited
to $10 AUS as set out in your EULA [ End User License Agreement ].
11.2 “Sherlock Software” will not be liable for any consequential, special or indirect loss or damage which may be incurred or
suffered by you in respect of this Agreement, including any loss of data, time, goodwill, profits or savings, or damage to hardware
or software which may arise from the use, operation, maintenance or failed use of the Services, or from defects, delays, errors,
omissions or interruptions in the Services.
11.3 “Sherlock Software” does not warrant that the Services will be uninterrupted or error free.
11.4 Subject to clause 12.5, you warrant that you have not relied on any representation made by “Sherlock Software” which has not
been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications contained in any document
including marketing or publicity material produced by “Sherlock Software”.
11.5 You acknowledge that to the extent “Sherlock Software” has made any representation which is not otherwise expressly stated
in this Agreement, you have been provided with an opportunity to independently verify the accuracy of that representation.
11.6 You must at all times indemnify and hold harmless “Sherlock Software” and its officers, employees and agents ("those
indemnified") from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered
by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
a. a breach by you of your obligations under this Agreement; or b. any willful, unlawful or negligent act or omission by you.
11.7 Clause 11.6 survives the expiration or termination of this Agreement.
12. Suspension of Services
12.1 Without limiting “Sherlock Software's” rights, “Sherlock Software” may suspend or cancel the provision of the Services if:
a. there is an emergency;
b. your payment of the Charges or Additional Charges is reversed or is not authorised or approved;
c. your Access Facilities or use of Service(s) interferes with “Sherlock Software”, “Sherlock Software's” computer / server
systems or the provision of the Services;
d. you do one of the acts referred to in clause 8.1 in breach of that clause; or
e. “Sherlock Software” is required to do so by law or a court order.
f. Specific service is discontinued in writing and replaced with 3rd party option or considered financially prohibitive.
13. Termination
13.1 After the Initial Term, either Party may terminate this Agreement at any time on at least 30 days prior written notice to the
other Party.
13.2 Without limiting the generality of any other clause in this Agreement, “Sherlock Software” may terminate this Agreement
immediately by notice in writing if:
13.3 you are in breach of any term of this Agreement and, where such breach is remediable, that breach is not remedied within 21
days of “Sherlock Software” notifying you of that breach;
a. your payment of the Charges or Additional Charges is reversed or is not authorised or approved;
b. you do one of the acts referred to in clause 8.1 in breach of that clause;
c. a claim is made or threatened against “Sherlock Software” or “Sherlock Software” is exposed to potential liability for a
statutory penalty, infringement of third party rights or an offence due to the acts of “Sherlock Software”;
d. you become, threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration;
e. you, being a partnership, dissolve, threaten or resolve to dissolve or are in jeopardy of dissolving;
f. you, being a natural person, die; or
g. you cease or threaten to cease conducting your business in the normal manner.
13.4 If notice is given to you pursuant to clause 13.1 or 13.2, “Sherlock Software” may, in addition to terminating the Agreement:
a. repossess any of its property in the possession, custody or control of you;
b. subject to clause 13.4, retain any moneys paid;
c. charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
d. be regarded as discharged from any further obligations under this Agreement; and e. pursue any additional or alternative
remedies provided by law.
13.5 If “Sherlock Software” terminates this Agreement pursuant to clause 13.1, then Sherlock Software will refund to you any
Charges on a pro rata basis for the unexpired period to which those Charges relate, less any outstanding Additional Charges or other
fees that may be owed by you to “Sherlock Software”.
14. Sub Contracts
14.1 “Sherlock Software” may sub contract the performance of this Agreement or any part of this Agreement in its absolute discretion.
15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements,
statements and understandings, whether verbal or in writing.
16. Assignment and Novation
16.1 You must not assign the benefit of this Agreement without “Sherlock Software's” prior written consent.
16.2 “Sherlock Software” may consent to the assignment or novation of this Agreement by you subject to such conditions as it
chooses to impose.
16.3 If your business sold to others, the software systems and licensing may not be sold as an asset. You retain no ownership of the
licensed software systems/products, IP always remains the property of FINLANE PTY. LTD. Technology is licensed not sold. New
company operates must relicense the systems to use.
17. Waiver
17.1 No right under this Agreement will be deemed to be waived except by notice in writing signed by each Party.
17.2 A waiver by “Sherlock Software” pursuant to clause 20.1 will not prejudice its rights in respect of any subsequent breach of
the Agreement by you.
17.3 Subject to clause 19.1, any failure by “Sherlock Software” to enforce any clause of this Agreement, or any forbearance, delay
or indulgence granted by “Sherlock Software” to you, will not be construed as a waiver of “Sherlock Software's” rights under this
Agreement.
18. Variation
18.1 “Sherlock Software” may vary the terms of this Agreement without advance notice to you.
18.2 Notice of any variations to this Agreement may be posted on “Sherlock Software's” website as soon as practicable after they
occur. “Sherlock Software” may also, in its discretion, notify you by email of any such changes.
18.3 If you object to any variations to this Agreement, you must notify “Sherlock Software” within 7 days of becoming aware of such
change, and immediately cease using the Services.
19. Sherlock Software's Rights
19.1 Any express statement of a right of “Sherlock Software” under this Agreement is without prejudice to any other right of “Sherlock
Software” expressly stated in this Agreement or existing at law.
20. Survival of Agreement
20.1 Subject to any provision to the contrary, this Agreement will ensure to the benefit of and be binding upon the Parties and
their successors, trustees, permitted assigns or receivers but will not ensure to the benefit of any other persons.
20.2 The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of the
Agreement will remain in full force and effect following the expiration of the Agreement.
21. Severability
21.1 If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise
in full force apart from such provisions which will be deemed deleted.
22. Notices
22.1 Notices under this agreement may be delivered by email, mail
and:
a. “Sherlock Software” at: Suite 1, 43 Brisbane Water Drive, Point Clare, New South Wales 2250, Australia
b. you at the address specified in your client agreement.
22.2 Notice will be deemed given:
a. in the case of hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee,
agent or representative of the receiving Party;
b. in the case of posting, three days after dispatch; and
c. in the case of facsimile or email, upon receipt of transmission if received on a Business Day or otherwise at the
commencement of the first business day following transmission.
23. Interpretation
23.1 In this Agreement, unless the contrary intention appears:
a. the clause headings are for ease of reference only and are not relevant to interpretation;
b. a reference to a clause number is a reference to its subclauses;
c. words in the singular number include the plural and vice versa;
d. words importing a gender include any other gender;
e. a reference to a person includes bodies corporate and unincorporated associations and partnerships;
f. a reference to a clause is a reference to a clause or clause of this Agreement;
g. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or
phrase have corresponding meanings; and
h. monetary references are references to Australian currency.
Website Terms & Conditions
1. TERMS AND CONDITIONS
These are Sherlock Holidays terms and conditions for services relating to Website Design, Development, Digital Marketing, Domain
Management and ongoing licensing / maintenance of any website built and designed by Sherlock Holidays. The client is engaging
Sherlock Holidays (CCW) owned by Finlane Pty Ltd, located at Suite 2, 43 Brisbane Water Drive, Point Clare NSW 2250. By signing this
agreement, the client accepts ongoing licensing for all services provided and design and development charges.
2. PAYMENT SCHEDULE
All projects will be sent a cost proposal with inclusions of work and must be approved by the client prior to work commencing. All
projects less than $1,000 will be charged 100% to commence development, all projects valued more than $1000 will to be billed based
on our payment schedule detailed below.
Once your project specifications and cost proposal has been approved, we will send your initial design and development invoice at 50%
of the total website design charges, this fee is non-refundable. Payment is due immediately and no work will commence until we have
received your deposit payment, we reserve the right not to commence any work until the deposit has been paid in full.
During the project, we will send a staging site for your review to provide feedback of any changes, once the staging site has been
viewed we will send your 2nd instalment payment of 25% to continue development and to finalise modifications.
The remaining 25% and/or any other charges incurred during the project will be due once the work is completed to your reasonable
satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses.
The 50% deposit is only refundable if we have not fulfilled our obligations to begin the work required under the agreement. The deposit
is not refundable if the development work has been started and you terminate the contract through no fault of ours.
Upon completion of the website, the final development and first quarter licensing will be due based on a fourteen (14) days payment
term. If the fourteen (14) day minimum is not met an additional charge of 5% will be charged. If payment is not made within thirty (30)
days after the website has been completed, interest will be accrued on a daily basis at 18% and a 10% overdue payment will be added to
the account. Websites will only be deployed for go live once the invoice has been paid in full.
3. HOSTING AGREEMENT
All Websites will be hosted by Sherlock Holidays and is included in your monthly ongoing licensing charges billed quarterly in advance
unless you are registered for monthly billing with Ezidebit (direct debit partner). Our agreement is based on a minimum 24 month
period.
If in the event, your website requires additional storage, memory or processing capacity, then an increase to your hosting licensing will
be required to accommodate the increase maintenance to increase speed or functionality of the server requirements based on the use
of the website. We will send written confirmation for approval of the upgrade if required to accept these charges.
Your monthly licensing charges include SSL certificate to secure your website with a recognised pad lock, security updates on our
secured servers, backup of the site and minor changes to the site. All major changes will be quoted as additional work and billed at
$135 per hour.
4. SUPPORT AND TRAINING
Sherlock Holidays will provide a thirty (30) minute online training session within 14 days after the website has gone live. If you wish
to attend our training room at Point Clare we welcome meeting face to face meetings. Once the site is live email and telephone support
will be available during office hours and minor changes are included in your monthly charges.
If you wish additional training, our training charges are $135 per hour.
Website Terms and Conditions
5. SUPPLY OF MATERIALS
You must supply all materials and information required by Sherlock Holidays to complete the work in accordance with any agreed
specification. Such materials may include, but are not limited to, photographs, written copy, logos, videos and other printed material.
Where there is any delay in supplying these materials to Sherlock Holidays which leads to a delay in the completion of work, we have
the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of
the work already completed. Materials may be provided by email, USB, Dropbox / Live account, or via our website as we do not accept
any files greater than 5mb. https://centralcoastwebsites.com.au/file-upload/
Extra formatting or conversion from non-approved formats may incur additional charges.
6. VARIATIONS / AMENDMENTS
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design
proposals to a maximum of three (3) amendments and may charge for additional designs if you make a change to the original design
specification.
Our website development phase allows certain variations to the original specification. However, any major deviation from the
specification will be charged at the rate of $135.00 per hour.
7. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation to provide final content and photography for all
work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is
required that a single point of contact be appointed from the client and be made available on a daily basis in order to expedite the
feedback process. We will require all images and content within 10 days of signing our contract to allow us to deliver your website
within 4 weeks.
8. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review via a staging site. You must notify us in writing of
any unsatisfactory points within seven (7) days after reviewing the staging site. Once staging site has been viewed, we will send you
your 2nd instalment invoice of 25% to continue with development.
Any of the work which has not been reported in writing to us as unsatisfactory within the seven (7) day review period will be deemed to
have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to
have been completed and the 50% balance of the project price will become due. Once the site is live, any requested major changes,
modifications, upgrades or new work required after this date will be charged at our hourly development rate at $88.00 per hour.
9. REJECTED WORK
If any website development / design is rejected within the seven (7) day review period, we will review changes with the client to
resolve any subsequent work required to be performed by Sherlock Holidays to remedy any points recorded as being unsatisfactory. If in
the event, that a mutually agreement is not met and we have been reasonably Sherlock Holidays will consider that you have been
unreasonable in a resolution of the work required. In this instance we can elect to treat this contract as terminated and request final
payments for any completed development work at the time of the project ceasing.
10. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos,
names and trademarks, or any other material that you supply to us to include in your website or web applications. You must indemnify
us and hold us harmless from any claims or legal actions related to the content of your website.
Sherlock Holidays is the owner of all intellectual property rights for the website design and any custom technology that we have
developed to operate your website effectively. If you choose to move to another provider, you do not own the website and are unable
to move your website without permission from Sherlock Holidays. A buyout of the site after your initial 24 months will be charge to
move to another provider at $408.00 (charges may vary depending on the type of site and requirements required)
11. LICENSING
The client agrees to enter into a 24 Month website licensing agreement with Sherlock Holidays. The licensing agreement website
hosting, website support, website security and updating website software. Monthly licensing will begin the first day of the site going
live and may be pro rata throughout the month depending on when the site is launched. Cancellation of website licensing outside of the
24 month agreement by either party requires 30 days written notice.
12. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation
according to current best practice. SEO management services are available as an additional service and charges will vary depending on
business requirements. Our Digital marketing services is separate to this agreement, please contact the Sherlock Holidays team for
more information.
13. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer that is fundamentally caused by the client that is attributable to any
delay in performance or completion of our contract.
14. DISCLAIMER
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express,
implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we
provide to you are excluded.
Without limiting the above, to the extent permitted by law, any liability of Sherlock Holidays under any term, condition, warranty or
representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or
re-supply of the services or the payment of the cost of the services that we were contracted to perform.
15. SUBCONTRACTING
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit however at this time, this is not
how our business operates. All our developers are employed by Sherlock Holidays.
16. NON-DISCLOSURE
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third
party.
17. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase
of templates, third party software, stock photographs, fonts, and domain name registration, web hosting or comparable expenses.
Additional expenses will only be charged if authorisation has been received by the client in writing.
18. BACKUPS
Sherlock Holidays as the licensee and hosting provider provides regular backups of all our websites and virtual Machines we host.
Backups are minimum daily using commercial backup systems. Where a client may have changed/altered data and lost a record we do
not run a backup service to restore to any point in time for these situations. If there was such a requirement there would be an hourly
charge to locate backup data from back sets. Minimum charge is 3 hours at $135.00 per hour. Any attempt to replace that data with
backup data may have issues and site downtime. We accept no responsibility if this been caused by the client directly however we can
provide the last backup that we have available and the site will be wound back to that backup date and time. We have multiple
redundancy for backups with several copies and locations and strategies to make sure we have excellent backups. We cannot indemnify
and company for situations beyond our control, virus and malware, malicious damage but we have many controls in place.
19. OWNERSHIP & RENEWAL OF DOMAIN NAMES
Domain names registered by Sherlock Holidays on behalf of the client are registered in the client’s business name with Sherlock
Holidays registered as the technical contact. The client agrees to reimburse Sherlock Holidays for any registration or renewal fees at a
management fee of $60 per domain per year including renewal costs. See clause 25 for more information on our domain management.
A fee of $25 per domain may apply should the client wish to transfer domain at a later stage from a current provider to Sherlock
Holidays.
20. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws
of New South Wales. The client and Sherlock Holidays submit to the non-exclusive jurisdiction of the courts in and of New South Wales
in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
21. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “WordPress”, we endeavour to ensure that the
websites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox,
Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where
appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities
are found.
22. E-COMMERCE
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold
harmless, protect, and defend and indemnify Sherlock Holidays and its subcontractors from any claim, penalty, tax, tariff loss or
damage arising from your business or your clients’ use of Internet electronic commerce.
23. INTELLECTUAL PROPERTY
Finlane Pty Ltd trading as Sherlock Holidays retains IP of the site. Unless design copyright is signed over to the Client, Sherlock Holidays
retains copyright of any design or coding that is created by Sherlock Holidays, excluding elements formed directly from the Client’s logo
or branding imagery or facets of their corporate identity. The Client can use and re-use the design elements created for the site in an
unlimited fashion for the site and any other graphical online internet-displayed purposes only.
Styles and designs created in the production of the website design may not be used in other material for the Client’s advertising unless
permission is given by Sherlock Holidays. An extra design fee will be due for the multiple use of design features.
The Client accepts that they do not have exclusive rights to any regenerative code used in the development of the website. The Client
does not have any ownership of the code used in the site, they cannot copy, modify, lease or sell the code without explicit permission.
Sale of the website by the owner transfers the use of the site only but the copyright and ownership of the code used by the site remains
with Sherlock Holidays.
If a client has built their website with another provider and transferred their website to Sherlock Holidays for hosting, this is the only
time that you own your IP of the site. Charges apply to transfer to our hosting and in the event you move to another provider.
24. WEBSITE CONTENT & TIMELINE OF WEBSITE COMPLETION
All website content and images required to develop new website should be supplied by client within 45 days of signed website agreement.
Sherlock Holidays reserves the right to charge the remaining balance of website development and begin our hosting agreement
should the client be unable to provide content and images within this timeframe.
25. DOMAIN MANAGEMENT
25.1 If you request that we register a domain name or sub-domain name on your behalf, we will apply to register the domain name via
our automated system on a first come, first served basis in accordance with the rules and policies of our chosen registrar.
25.2 We reserve the right to refuse registration, re-delegation and/or hosting of any domain name or sub-domain that we consider to
be offensive, defamatory, illegal or otherwise inappropriate at any time.
25.3 You agree that your personal information, or if you are a company personal information of relevant individuals from your company,
relating to the domain name will be listed in the public registry for your domain name.
25.4 We are not responsible for any use of any domain name by you. We will not take part in any dispute between you and any third
party regarding a domain name.
25.5 We do not represent or warrant to you the availability of any domain name. You irrevocably waive all rights and claims that you
may have against us if a domain name is not available or cannot be registered for any other reason.
25.6 If you request the re-delegation of a domain name, you warrant that either: (a) you are the legal owner of the domain name;
or (b) you have the authority of the owner of the domain name to request the re-delegation.
25.7 If we register and or manage a domain name on your behalf, we will renew that domain name prior to the expiry date.
25.8 We will invoice you via the payment method in place with you the appropriate renewal fees one month prior to the expiry day,
if payment is not received for the invoiced amount by the due date we reserve the right to cancel the domain name and all other
associated services.
25.9 We are not liable to you for any loss, cost, liability or damage suffered or incurred by you in relation to the expiry of a domain
name.
26. EMAIL MANAGEMENT (1 – 3 MAILBOXES MAX PER BUSINESS)
26.1 If you request that we provide you with our email hosting service, we will do so on the terms set out in this clause 2.2.
26.2 We will provide user name and password to set up the account on your chosen mail client, includes web mail, Outlook
26.3 We will provide assistance in setting up the email account on you primary computer system, all additional devices will be charged
to setup these services.
26.4 You acknowledge that without prior notice to you, we may filter email delivery for spam to accounts hosted by us. Due to the
nature of spam filtering software, we cannot guarantee that all spam will be filtered and that all non-spam will not be filtered.
You will need to monitor filtered email regularly.
26.5 We are responsible for the creation and deletion of mailboxes. Charges will apply for every active mailbox created. Once created
and the details provided to the nominated person you must take reasonable care to ensure that your account details are kept
secure to prevent modification and deletion of mailboxes.
26.6 The following fees apply for the email service
Our email management is charged at $22.00 per month including support in addition to your website hosting charges. This includes
a maximum of 3 email addresses per business. If you require more than 3 emails addresses, we will recommend another provider.
27. DNS MANAGEMENT
Sherlock Holidays does not provide access to the DNS management tool to third parties. All changes to the DNS will be made by
Sherlock Holidays. Any changes requested are to be emailed to
[email protected], emails must be sent by of the owner
of the business.
Changes will be implemented and written confirmation will be sent once finalised.
