This contract is for an initial period of 12 months. By signing this document, you agree to the Sherlock terms and conditions and have noted the system requirements contained in the following pages of this document.

Terms and Conditions
1. Authorisation
The client is engaging “Sherlock Software” / “Sherlock ONTRAK”, located at Suite 1, 43 Brisbane Water Drive, Point Clare, to act as an independent contractor for the purpose of licensing to the client items as detailed out in this agreement or added to the project from me to me. Hereafter, the client will be known as the "Client" and Sherlock Software will be known as "Sherlock" or “Developer”. The Client understands signing this agreement confirms acceptance of a Software Licencing and initial setup charges.
2. Standard Hosting Service
It is agreed that this project will be hosted by the Developer and is subject to a separate hosting agreement.
3. Training
The Developer provides e-mail and telephone assistance to the Client's designated representatives regarding management of the Client's Website. Training for groups on-site at the Client's place of business can be negotiated, however the Developer’s training rooms or online is desired. This additional training will be subject to an additional cost.
If this is required the charges and details can be obtained from the Developer.
4. Client Supplied Text and Graphics
Overall development cost is calculated on the client providing material in relevant and accessible formats in a timely manner.
Text can be supplied in any of the following formats as directed by SHERLOCK:
Microsoft Word or WordPad (.doc), ASCII text (.txt), or Rich Text Format (.rtf) or pasted into an email. Other formats may be available upon request. Please contact the Developer for details.
Graphics, photos, and logos should be provided digitally in any of the following formats:
SVG (.svg), Acrobat PDF (.pdf), GIF (.gif), PNG (.png), JPEG (.jpg), Adobe Photoshop (.psd), Tiff (.tif), EPS (.eps), Adobe Illustrator (.ai, .eps). Other formats may be available upon request. Please contact the Developer for details.
Materials may be provided by email, USB memory device, Dropbox, Google Drive, or uploaded via our website (https://sherlocksoftware.com/file-uploads/). No file over 5 megabytes may be emailed. Extra formatting or conversion from non-approved formats may incur additional charges.
5. Database and Image format specifications
Where a site has been developed for a specific data upload technology (ie. FTP) and the data format, (ie. DBF, MDB or JPG etc.), these data formats cannot be changed without direct consultation. The site will be based on the specification as set and any change to the specification will / or may involve redevelopment costs.
6. Cross Browser Compatibility
The development will be tested with the latest versions (as of development completion) of Microsoft Edge, Google Chrome and Firefox as industry standard browsers.
The Client is aware that as new browser versions of Microsoft Edge and Firefox are developed, the new browser versions may not always be backward compatible. In the absence of a Maintenance Agreement me spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
7. Payment Terms / Work Flow
A minimum deposit as specified in the quotation of the estimate (50%) is required to commence work. Once this is received by the Developer, a flow chart of the site structure and basic site design concepts will be supplied for the Client's viewing and approval. Communication between the Developer and the Client is crucial during this phase and all phases to ensure that the ultimate design will match the Client's expectations and requirements.
The Client has the responsibility of supplying requested information in a timely fashion as needed by the Developer, to test the product provided and make written comments to the Developer within reasonable me periods as indicated by Developer. The failure to provide such timely written information, or test the product, or provide written comment on the tested produce within those me periods may cause a delay in the completion of the project beyond the control of the developer.
Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. When written acceptance is received, the agreed payment plan schedule will commence with the first monthly instalment due for payment at this me. Once payment is receipted by our company, the work necessary to complete the project will begin.
(Please authorise which payment option has been accepted by checking the box and signing page 1).
The Client should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the Website, an invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining balance and any additional charges incurred within fourteen (14) business days after delivery of the invoice if required. If the fourteen (14) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied.
The Developer reserves the right to remove all Web content from the Internet if the payment is not made within thirty (30) days after delivery of our invoice. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.
Payment Cycle
• 50% deposit to secure your website; this must be received within 14 days of the deposit invoice.
• 50% of remaining balance + any additional costs incurred during development to be paid in full prior to going live and within 14 days of receipt of final invoice.
• Monthly licensing will begin the first of the month after deployment and is ongoing for a 24 month period.
8. Client Amends
The Developer encourages active input from the Client during the design process and strives to accommodate the needs of each Client; however Clients may request significant design changes to pages that have already been built to the Client's specification. To that end, please note that our agreement does not include a provision for "significant page modification" or creation of additional pages. If significant page modification is requested after a page has been built to the Author's specification, we must count it as an additional page.
Clients who are frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement with the Developer at the start the project. If significant page modification is requested by the Client charges will be incurred on an hourly rate.
9. Completion of Project
The completion of the project will be the date the project is made available on the “live production server". This indicates customer acceptance of the work by phone or email. This indicates that the work has been done as per the contract and any written approved options and charges.
(Non-Chargeable support will cease 60 days after the completion of the project for debugging existing work. Any requested changes, modifications, upgrades or new work after this date will be at extra charge to the Client)
Once the website has been completed by Sherlock Software, the client must finalise the content within 30 days of receipt that the website is ready to go live to avoid additional charges.
10. Additional Expenses
The Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. The Developer will get the Clients approval and estimate cost for additional services.
Examples of additional services include:
• Purchase of specific fonts at the Client's request or required to meet design requirements,
• Purchase of specific photography at the Client's request or required to meet design requirements.
• Purchase of specific software at the Client's request or required to meet design requirements.
11. Google Search Engine Indexing Submission
The Developer will optimise the Client's Web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's Website to the Google search engine for indexing. However Google and the larger engines have become commercial in their content and placement and indexing is not guaranteed by Google.
12. Copyrights and Trademarks
The Client presents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client's Web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
13. Limited Liability
Author agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the
Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will not develop an inappropriate Web site for the Client, including pornography, racism, or other misleading information. The Developer reserves the right to determine what is and is not pornography or inappropriate.
The Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's Website.
14. Copyright / Licensing
Under the Australian Copyright Act 1968 (Cth) and the free trade arrangement in place with the United States of America, mean that a computer program or compilation of computer programs is treated as a “literary work” which means a “computer program” in any language, code or notation, means an expression, of a set of instructions (whether with or without related information) intended, either directly or after either or both of the following:
• Conversion to another language, code or notation;
• Reproduction in a different material form; to cause a device having digital information processing capabilities to perform a particular function.
Work performed and licensed by Sherlock is regarded as a literary work and is licensed and not sold. Therefore the copyright and intellectual property (I.P.) at all times remains the exclusive property of the author as Sherlock Software - FINLANE PTY. LTD.
15. Ownership & Reproduction
Once full payment by the Client received the rights as detailed below will become effective.
Images and logos produced for this client remain the clients’ property. Data could be provided in PDF format where possible and billed at an hourly rate $150 per hour to prepare a PDF extract of data. We would quote a price at the time. Actual data dumps and formatting the data to another format is prohibited by our license. Data is constructed in complex way involving multiple tables, some data encrypted and is design to work as system rather some that simply translates to a PDF.
16. Design Credit
The Client agrees that the Developer may put a by-line on the boom of the ‘Home Page’ or ‘about us’ or other pages establishing the designer and developer, and copyright credit. The Client also agrees that the Web site created for the Client may be included in the Developer's portfolio for referral.
17. Non-disclosure
The Developer and its employees and subcontractors agree that, except as directed by the Client, it will not at any me during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any Confidential Information obtained about the Developer to another party. All information exchanged between the parties prior, during and post this agreement including post termination of this agreement is regarded as confidential material unless stated otherwise in writing.
18. Cancellation of Project Development
Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or cancelled at the request of the Client by registered letter, the Developer shall have the right retain the original 50% deposit.
In the event this amount is not sufficient to cover the Developer for me and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Payment will be expected under the same terms as listed in Article 7 above.
19. Cancellation of Web Hosting
A minimum of 90 (ninety) days written notice is agreed by both parties.
20. Entire Understanding
This contract and the Web Development Agreement attached constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. Specific Details of the agreement from the attached Web Development Agreement.
21. Operation Requirements / Processes
The upload of property / bookings data to the Rentalz engine, SecureBookIt engine and TRE Engine requires SHERLOCK Trust Manager which synchronises Photos, Text, Bookings, Tariff’s etc, is to be done each day or more often in busy times. Every 15 minutes SHERLOCK System checks the site automatically for ‘new’ bookings for your agency and these can be imported when your operator is ready. It is suggested at 10:00am / 1:00pm / 4:00pm each working day that your operator clicks on ‘Rentalz Upload’ which is typically a 40 second – 2minute process. All Sherlock operators can remain using the SHERLOCK software while this happens.

You can download a copy of these terms & conditions from the link below:
https://sherlocksoftware.com/wp-content/uploads/2023/06/ON-CLOUD-Terms-and-Conditions.pdf