New Creative Template Website – Terms & Conditions

Last updated: March 09, 2022

1. Conditions of Agreement

1.1 This agreement constitutes an offer by NewBook Pty Ltd. (“NewBook”, “NewBook Creative”, “we”, “us” or “our”) to the buying party named on page 1 of this agreement (“client, “you” or “your”) for the sale of the products and/or services itemised above (“Products” or “Services”). The offer made in this agreement by us is subject to the terms and conditions below. You may accept this offer by signing the agreement in the provided section. By accepting this offer you accept the terms and conditions below.
1.2 The NewBook Template Website Package set out in this offer is for a minimum contract term of 24 months. Your plan will be automatically renewed for a further term of 24 months unless you have contacted NewBook and advised that you would not like to renew at least 30 days prior to the renewal date. An option of a new website template will be provided to the client at the completion of the 24 month contract upon request.
1.3 If you have not accepted this offer within 14 days of the date of this agreement, this agreement will expire and will be null and void. Expiry dates on agreements are set to be able to inform us when the agreement is still active or to be discarded. Once discarded, the agreement will need to be reconsidered or reissued at the discretion of NewBook.
1.4 This agreement is standalone to any other agreement you may have with NewBook. Any disputes regarding this agreement do not constitute withholding payment of any other agreement with NewBook or visa-versa.

2. Terms and Amendment Procedure

2.1 These Terms and Conditions are subject to revision at the discretion of NewBook from time to time.
2.2 We may vary these Terms and Conditions, the amount we charge for any service set out in this offer, or the terms of the operation of any Product or Service, at any time by notice on the home page of our website at www.newbook.cloud . You will be alerted to any changes made, which will be set out in the notice, by way of email sent to your main email address provided at the time of acceptance of this offer.
2.3 Any changes will become effective upon publication of the notice. Where we vary the prices for services, we will give at least 14 days’ notice of the change by the same means and the new prices will apply at the end of that period.
2.4 If you use the service after that publication, your use will constitute an acceptance of the amended terms.
2.5 The Terms and Conditions contained in this offer constitute the entirety of the parties’ agreement and supersede prior agreements.

3. Service

3.1 NewBook’s template website is provided with the ability to modify it’s content only as outlined in this agreement.
3.2 Any changes or modifications to the websites functionality outside of this scope will require a custom solution to be quoted and will incur additional fees.
3.3 Domain name is to be supplied and managed by the Client unless otherwise agreed upon in a separate contract.
3.4 NewBook’s web hosting servers are backed up regularly for disaster recovery purposes. Recovery of a website backup due to content being deleted by the customer will incur additional charges.
3.5 NewBook or parent business is not liable to you or any other person for any cost, lost or liability including loss of profit, loss of data, marketing expense or other consequential damage arising from our supply or failure or delay in supplying the Service.
3.6 Client accepts responsibility for all information and material published through the template website and web hosting service. Client will not publish information which is illegal.
3.7 NewBook reserves the right to immediately remove or disable and subsequently remove Client websites or content deemed to be illegal or deceptive.
3.8 Client is responsible for dealing with persons who access the Client data, and must not refer complaints or inquiries in relation to such data to NewBook.
3.9 Client will not violate copyright or other intellectual property rights. Client will not download, reverse engineer, change, pass on, or sell any software residing on the NewBook servers that is not the property of the Client.

4. Payment

4.1 You must pay all service charges, minimum charges and other amounts incurred by you, designated users or incurred as a result of any use of your user passwords (whether authorised or not).
4.2 All additional charges incurred by you will be invoiced monthly in arrears, and are payable within 7 days of receiving a tax invoice from us.
4.3 You must pay all amounts billed in accordance with this offer and as varied from time to time. No credit terms are given.
4.4 The first payment is to be made before we begin work on the project. The billing cycle will commence immediately upon signing this agreement, regardless of whether the website is being created, used for training or live business use.
4.5 Payments can be made by BPay, direct debit or credit card.
4.6 Payment for all billing cycles is always due upfront / in advance, and must be received by NewBook by the payment due date to avoid interruption to service. The payment due date is always the last day of your previous billing period. It is your responsibility to ensure the payment due date is met. If the payment due date is not met, the service may be suspended without advance notice.
4.7 Accounts being paid by credit card will be charged 7 days prior to the commencement of the next billing period (or closest business day thereto).

5. Pricing

5.1 All prices in this agreement are inclusive of applicable taxes (such as GST) unless specifically noted otherwise. Payments made by credit card shall incur a credit card fee applicable to that card’s vendor, which may change from time to time at that vendor’s discretion.
5.2 The prices contained in this offer or any subsequent quotation may have varied upon agreement between NewBook Creative and you in writing. NewBook Creative reserves the right to alter any Product and/or Service and/or price in this offer or any subsequent quotation, provided such offer or quotation has not been agreed to by you, including CPI increase.

6. Privacy

6.1 Information collected about both you and your Customers is subject to the terms of NewBook’s privacy policy, the terms of which are hereby incorporated by reference. A link to NewBook’s privacy policy can be found at its website www.newbook.cloud
6.2 NewBook may conduct credit checks against the individual person signing this agreement, as well as the business/trust/company/entity and any directors/trustees/partners of the entity(/s) entering into this agreement with NewBook.
6.3 NewBook reserves the right to decline service and cancel this agreement with any individual/entity showing an adverse credit rating.

7. Termination Terms

7.1 You have the right to terminate the on-going services in this agreement at any time after providing at least 30 days written notice. However, should you wish to terminate before the contract term set out herein has expired, you will forfeit any payments that have been made to NewBook and you will be liable to pay all amounts payable to NewBook under the terms of this agreement until the expiration of your contract period.
7.2 Any promotional discounts related to the on-boarding costs i.e. Setup, Migration etc. will be payable to the original amount if you terminate this agreement prior to the expiration.
7.3 If you have a multi-property pricing arrangement and wish to terminate an individual property, the agreement prices for the remaining properties will be void and new prices will be provided by NewBook in its absolute discretion (including increase of prices).
7.4 NewBook is not responsible for the performance of third party integrations. Integrations may be discontinued and it does not allow for early termination of your NewBook contract.

8. Warranties and Liabilities

8.1 We do not warrant that:
8.1.1 The services provided under this agreement will be uninterrupted or error free;
8.1.2 The services will meet your requirements, other than as expressly set out in this agreement; or
8.1.3 The services will be free from external intruders (hackers) or other persons having unauthorised access to the services or systems of NewBook Creative.
8.1.4 The services provided are compliant with any local, state or federal government requirements including but not limited to tax, invoicing, accounting or trust accounting. It is the customer’s responsibility to ensure that they comply with local, state or federal government requirements.
8.2 Except as expressly provided to the contrary in this agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this agreement, are excluded. Where any statute implies any term into this agreement and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, our liability for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again or payment of the cost of having the services supplied again.
8.3 NewBook will not be liable to the client for:
8.3.1 Any loss or damage in respect of the provision of its services or any costs, claims, loss or damage of any kind resulting from the fraudulent, negligent or otherwise unlawful behaviour of the client or any other third party;
8.3.2 Any costs, claims, loss or damage arising from any information, data or other material provided to NewBook by or on behalf of any person; or
8.3.3 Any loss or damage suffered as a result of any issue as set out in clause 7.1 above.
8.4 You warrant that:
8.4.1 At the time of entering into this agreement, you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or advertising material which we have produced;
8.4.2 You will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you or downloaded by you through the NewBook service does not contain any computer virus and will not, in any way, corrupt the data or systems of any person;
8.4.3 You will incur any costs related to software, hardware, servicing, personal time or any other expense relating to your ability to access the service; and
8.4.4 You will keep secure and keep confidential any passwords used to access the service.
8.5 You accept responsibility for all information and material you or any third party transfers over any service, and indemnify us and hold us harmless against any liability in relation thereto. In particular, you undertake that you shall not publish or issue any information that is illegal or defamatory. You also acknowledge that we do not check or approve any information or material available through the service and that we do not accept any liability for the information accessed or deposited through the service or for any traffic traversing the network. To the full extent permitted by law, you access and use such information and material at your own risk.
8.6 You are solely responsible for dealing with third parties who access the service, and must not refer complaints or inquiries from third parties to us.
8.7 We are not liable to you or any other person for:
8.7.1 Any cost, loss or liability (including loss of profit or other consequential damage) arising from our supply or failure or delay in supplying the service;
8.7.2 The content, context or confidentiality of any communications made using the service; or
8.7.3 Any inconvenience, losses, damages, costs incurred or any other issues relating to or caused by third party software/systems which are integrated for use with NewBook, including but not limited to channel managers, customer databases, payment gateways, security systems, PABX and point of sale systems.
8.8 NewBook has the final decision making ability as to which third parties the service will integrate with. NewBook will provide technical support at its sole discretion and may discontinue support for a third party integration in the future. A minimum 30 days’ notice will be provided by NewBook to you before the cancellation of a third party integration unless agreed in writing with you.
8.9 NewBook does not provide a bookkeeping service and will not provide support for balancing or reconciling third-party payment gateways, accounting systems or trust accounting systems. All queries must be directed to the respective third-party provider and any technical issues dealt with between the third-party provider and NewBook at our discretion.
8.10 You agree that you will protect, indemnify, save and hold NewBook harmless from any and all stipulations, claims, actions, arrears, losses, expenses (including legal fees) and assertions claimed against NewBook that may arise or result from any service provided or executed, or agreed to be executed, or any product or service sold by NewBook on your behalf.
8.11 This Agreement shall be governed by, interpreted and enforced in accordance with the laws of Queensland, Australia. Any action relating to this Agreement must be brought in the courts located on the Gold Coast or Brisbane, Queensland, Australia.

9. Intellectual Property

9.1 Subject to the provisions of this Agreement, each party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any development or change to NewBook Creative’s website template as a result of feedback, recommendation or input from you, regardless of whether payment was or was not received by NewBook Creative, will remain the sole Intellectual Property of NewBook Creative.

10. Confidentiality

Each party acknowledges that it may have access to or obtain Confidential Information of the other party and/or its customers. Each party shall keep in strict confidence and not use or disclose any Confidential Information except for the purpose of performing or enabling its agents, employees and/or contractors to create and operate the services provided by this agreement, or as may be required by law.