Terms & Conditions

1. Acceptance

These Terms & Conditions of Service shall apply to the Agreement unless or to the extent the Schedule of Services or Order expressly specifies otherwise.

The Website General Terms of Use shall apply to the Agreement and are incorporated into this Agreement to the extent that those terms apply to the Services. If there is any conflict between the Terms & Conditions of Service and the Website General Terms of Use, the terms of this Agreement shall prevail.

The Client shall be deemed to have accepted these Terms & Conditions of Service, the Website General Terms of Use, and the Schedule of Services if the Client:

(a) gives or continues to give Sherpa instructions in relation to the Services after receiving the Schedule of Services; or

(b) verbally or electronically accepts the Schedule of Services (e.g., via checkbox, email reply, or digital signature).

Notwithstanding the above, Sherpa may require the Client to accept the Schedule of Services and these Terms & Conditions in writing by signing an Acceptance or providing another form of written acceptance.

By entering into this Agreement, the Client acknowledges that they have read and understood all the Terms & Conditions of Service, the Website General Terms of Use, and the Schedule of Services, and agrees to be bound by them.

By using Sherpa’s services, the Client acknowledges and agrees to the use of Sherpa’s standard Confidentiality Agreement. The Client confirms they are satisfied with the use of this agreement and authorises Sherpa to issue it on their behalf.

Plain Language Summary: These terms explain your rights and responsibilities when using Sherpa’s services. If unsure, please ask us for clarification.

2. Services & Term

Sherpa shall provide the Services in accordance with the Agreement. The Client and Sherpa agree that the items referred to as Exclusions in the Schedule of Services, if any, are excluded from the Agreement.

Sherpa warrants that it holds all qualifications and licenses, if any, required to provide the Services, and that the Services will be provided with due care and skill.

Sherpa shall provide the Services within a reasonable time and as far as reasonably possible by the date specified in the Schedule of Services, if any.

This Agreement will operate for the Initial Term commencing on the date set out in the Schedule of Services or Acceptance (as the case may be).

After the expiration of the Initial Term, the Agreement will continue as a periodic agreement on the same terms and conditions, subject only to adjustments required for a billing cycle, unless the Client terminates via the online portal.

Clients may opt out at any time through the Sherpa platform. No renewal reminders will be issued.

If the Client has selected a six-month package, they will be offered the option to continue on a flexible weekly plan at the end of the initial term.

3. Client’s Responsibilities

The Client shall promptly provide all information requested and reasonably required by Sherpa for the purpose of providing the Services.

The Client acknowledges that, unless the Schedule of Services specifies otherwise, the Client shall be responsible for:

 (a) selecting the appropriate Services for their needs and ensuring those Services are suitable for the Client; and
 (b) ensuring that all files delivered to Sherpa will be free of infection or viruses. Sherpa will scan uploaded files for known issues, but clients remain responsible for clean submissions.

Sherpa shall not be responsible for any errors brought about by the Client’s failure to provide information or documentation or failure to provide material that is later found to be material to the Client’s requirements.

Clients must follow Sherpa’s onboarding and listing guides to ensure proper content formatting and categorisation.

The Client acknowledges that:

 (a) they must ensure their advertisements or materials are correctly categorized as required by the Sherpa platform;
 (b) Sherpa provides no warranty that Services will be uninterrupted or error-free;
 (c) it is the Client’s responsibility to ensure familiarity with the platform’s requirements for appropriate placement of materials or advertisements;
 (d) Sherpa will use reasonable efforts to provide Services promptly, but will not be liable for any loss or damage caused by delays;
 (e) Sherpa reserves the right to review, reject, or remove materials or advertisements deemed to breach this Agreement or applicable laws and regulations, and may terminate the Agreement if such breaches occur;
 (f) the Client must not use Sherpa's platform for prohibited purposes, such as data mining or unauthorized distribution of platform content;
 (g) Sherpa may alter its platform’s functionality or perform maintenance at any time without liability to the Client.

(h) Sherpa is not responsible for the outcome of buyer enquiries or the performance of listings.

(i) Clients must not misuse Sherpa’s AI tools or platform features, including but not limited to bulk exporting outputs, scraping data, using the system to develop competing services, or any use that exceeds reasonable, good-faith business activity. Sherpa reserves the right to suspend or terminate access for violations of fair use.

4. Confidentiality

Sherpa shall maintain confidentiality in relation to all information disclosed by the Client or any other party to Sherpa and shall only use such information for the purpose of providing the Services.

This obligation does not apply to information:

 (a) Sherpa is legally required or authorised to disclose;
 (b) covered under Sherpa’s Website Terms and Privacy Policy;
 (c) already public through no fault of Sherpa;
 (d) known by Sherpa prior to disclosure.

Sherpa does not warrant that the sale of a Client’s business will remain confidential at all times.

Sherpa provides optional NDA tools to enhance confidentiality during early-stage buyer engagement.

Sherpa is not liable for confidentiality breaches by third parties beyond its control.

5. Fees & Invoices

The Client shall pay Sherpa the Fees and other money that becomes payable under the Agreement (without any set-off) in the manner and at the times stated in the Agreement.

All Fees are exclusive of GST unless otherwise stated.

Refund Policy:
 (a) Full refund if canceled within 7 days of purchase and no services used.
 (b) Prorated refund available if cancellation occurs after partial usage (applies to packages over 1 month).
 (c) No refund for completed or expired packages.

Automatic billing may apply to ongoing services after the Initial Term.

6. Variations

A Variation occurs if:
 (a) the Agreement deems a Variation;
 (b) the Client requests Sherpa to perform a Variation and subsequently Sherpa performs the Variation in accordance with the Client’s direction; or
 (c) the Client and Sherpa agree in writing to a Variation, including Agreement as to the price of the Variation.

The price of a Variation is payable progressively as the Variation is performed and is due at the same time as the next Account after it is carried out unless a different time is agreed.

If the Client has requested Sherpa to perform a Variation and Sherpa has provided the Client with a cost proposal, unless rejected in writing within two (2) Business Days, the amount is deemed the price of the Variation.

7. Acknowledgement of Possible Delays

Delays may result from various external or client-related causes including third-party services, system outages, or client inaction.

Sherpa will notify clients of delays by email or in-platform alerts when feasible.

Sherpa aims to maintain 99% platform uptime but may suspend access for scheduled maintenance or emergency fixes. Where feasible, notice will be provided via email or platform alert. Sherpa is not liable for any loss resulting from platform outages, system updates, or third-party service interruptions.

8. Suspension

Sherpa may suspend service for breaches but will provide written notice (typically within 2 business days unless urgent) and steps for resolution.

Services resume after resolution is confirmed in writing.

9. Dispute Resolution

Clients and Sherpa must attempt to resolve issues informally. If unsuccessful, further steps (e.g., mediation) may follow.

Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief or affects Sherpa’s right to recover overdue payments.

10. Default & Termination

No prorated refunds are available for early termination by clients. Termination must follow breach notices and remedy periods.

Termination must be made in writing and comply with notice requirements above.

11. Warranties & Representations

Clients agree they have independently assessed Sherpa’s services and used Sherpa's guidance tools to determine suitability.

12. Limitation of Liability

Sherpa’s platform and AI tools assist but do not guarantee outcomes.

AI recommendations are supportive, not legally binding or predictive.

AI tools offered through Sherpa assist with content generation, appraisal support, and buyer engagement. These tools rely on data inputs and are not substitutes for professional advice. Clients are responsible for reviewing and validating AI outputs before use. Sherpa disclaims liability for actions taken solely in reliance on AI-generated suggestions.

The advice found on the Sherpa website, in our email content, or given by our AI chat and voice agent is general only and not a substitute for legal, financial, or tax advice. We recommend speaking with a qualified advisor to make sure it suits your specific situation.

13. Indemnity

Clients indemnify Sherpa from liability due to their content or conduct.

If Sherpa is found liable due to its own negligence, mutual indemnity terms may apply.

14. Intellectual Property

Sherpa owns the content it creates, but clients retain ownership of their uploaded business data.

Sherpa is licensed to use this data only for delivering and marketing services.

Sherpa may use third-party platforms, integrations, or APIs—such as Dropbox, Google Maps, or payment providers—to deliver parts of the Services. While Sherpa selects reputable providers, it does not control these services and disclaims liability for service interruptions, failures, or inaccuracies that arise from third-party tools.

15. Subcontracting & Assignment

Sherpa may subcontract parts of the Services but remains responsible for the overall performance.

Sherpa may assign the Agreement to another party, and the Client may terminate the Agreement within seven (7) days of notice if they have reasonable grounds to believe the assignee will not comply.

16. Cancellation

See refund policy under Clause 5 for eligibility based on service tier.

Upon cancellation, the Client may request a copy of their business profile, enquiries, and listing content. Sherpa will provide available data in a readable format, subject to a reasonable processing period and any applicable fees. Requests must be made within 30 days of termination.

17. Privacy Act 1988 (Cth)

Clients agree Sherpa may use their data to provide services.

Sherpa’s full privacy policy is available here: [Insert Privacy Policy URL].

Sherpa implements reasonable technical and organisational measures to protect Client data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. However, Sherpa does not warrant that the platform is immune to all cyber threats and disclaims liability for unauthorised access beyond its control.

18. GST

All Fees are exclusive of GST unless otherwise specified.

The Client must pay the GST liability incurred by Sherpa in providing the Services.

Sherpa shall issue a tax invoice for any GST-inclusive payments.

19. Notices

Notices may be sent via email, platform message, or SMS where available.

Email remains the primary channel for official communications. Notices will be deemed sent from admin@sherpabusinesssales.com.au.

It remains the Client’s responsibility to maintain accurate contact details on file.

20. General

Sherpa may update these Terms from time to time.

Clients will be notified of major changes before they take effect.

Sherpa shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, strikes, natural disasters, or disruptions to internet or telecommunications services.

This Agreement constitutes the entire agreement between the Client and Sherpa in relation to the Services and supersedes all prior negotiations or communications.

If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.

21. Definitions & Interpretation

“Sherpa” refers to the company providing the Services.
“Client” refers to the party receiving the Services.
“Services” refers to the work detailed in the Schedule of Services.
“AI Services” refers to platform features using artificial intelligence for appraisal, buyer matching, content generation, or user assistance.
“Agreement” means these Terms, the Schedule of Services, and any other document expressly incorporated.
“Initial Term” means the period defined in the Schedule of Services before monthly rollover begins.