Service Agreement

Our Service Agreement is the cornerstone of our collaboration, providing clarity, fairness, and alignment throughout your project. It defines our shared responsibilities, covering service scope, billing, confidentiality, and compliance. Below, we outline the key terms that reflect our commitment to delivering outstanding solutions, whether for Zoho, HubSpot, or both, while maintaining the highest standards of professionalism and transparency.

1. Introduction

This agreement outlines our mutual obligations, expectations, and the framework for how we will work together to achieve your project goals. As a valued client of Smartmates, your trust and satisfaction are paramount to us. This agreement is designed to provide clarity and mutual understanding about our working relationship. It sets out the scope of services you can expect from us, how we handle billing, our commitments regarding confidentiality and data protection, and the terms under which we provide our expert software engineering services. Our aim is to provide you with high-quality, ethical, and transparent services. We believe in working collaboratively with you, adapting to your needs, and ensuring that our services meet your expectations.

This agreement is a testament to our dedication to delivering excellent service while maintaining professional standards and respecting the legal and ethical boundaries that govern our operations. By choosing Smartmates, you are not just getting a service provider; you are gaining a partner committed to the success of your projects. We understand the importance of clear communication, the flexibility to adapt to changes, and the need for detailed, client-centric project management. We encourage you to read through this agreement carefully to understand the terms of our partnership. This is not just a formal requirement but a foundation for a successful and harmonious working relationship.

2. Parties

This Agreement is made between Smartmates Pty Ltd (“Contractor”) and the Client who has purchased prepaid consulting hours from Smartmates (“Client”).

3. Scope of Services

The Contractor will provide software engineering and related services as detailed in each project plan furnished to the Client, including but not limited to software development, technical support, and project management. Services outside the agreed scope are subject to additional charges.

4. Time-Based Billing Acknowledgement

The Client acknowledges that Smartmates operates strictly on a time-based billing model, not a fixed-fee or deliverables-based model. All services are billed according to actual time spent, regardless of project phase, complexity, or perceived completion. Smartmates does not warrant or guarantee specific deliverables, outcomes, or timelines unless expressly agreed to in writing as a separately scoped and priced milestone. Clients pay for time, expertise, and availability — not results. This model allows Smartmates to remain flexible, fair, and responsive across varying client needs and project conditions. The Client agrees not to interpret any project plan, communication, or strategy document as a fixed quote or contractual guarantee of output. Any claim or expectation to the contrary is expressly disclaimed by this Agreement.

For a client-friendly summary of how our time-based model works in practice, please refer to our Billing Model Explainer at www.smartmates.com.au/billing-model. 

5. No Guarantee of Deadlines

Smartmates operates strictly on a time-based billing model and expressly denies any liability for deadlines or timeframes indicated in project estimates that are not met. While Smartmates will use best efforts to meet client timelines, urgency or time pressure does not justify free work, discounts, or reduced billing. Smartmates serves multiple clients simultaneously and allocates resources fairly. All estimated timeframes are forecasts only, subject to change due to project complexity, evolving client requirements, dependencies on client inputs or approvals, third-party systems, and unforeseen technical challenges. Clients acknowledge that any stated timelines are indicative and not binding, and agree that delays do not constitute grounds for withholding payment, demanding discounts, or claiming damages

6. Billing for Services

At Smartmates, we operate on a time-based billing model. Our approach is to bill for every minute of our team’s time spent on your project. This ensures that our clients receive dedicated, focused attention and expertise tailored to their specific needs. The services we bill for include, but are not limited to:

a. Project Initiation and Onboarding: In-depth review of all project-related communication, including emails, messages, discussions, video calls, and documents, to grasp your requirements and align our team with project objectives.

b. Strategic Consultation and Solution Development: Strategic consultation meetings, innovation and ideation, brainstorming custom solutions, prototyping, testing, cross-functional collaboration for solution development, continuous improvement discussions, client-centric approach, and formulating technical roadmaps.

c. Quality Assurance: Exhaustive QA process with extensive bug testing, user case analysis, regular review sessions, internal team synchronisation, adherence to quality standards, and final project review.

d. Post-Implementation Hypercare: Intensified support and monitoring post-deployment, system performance observation, user feedback response, and issue resolution for smooth transition.

e. Project Management and Administration: Managing kick-off meetings, overseeing project preparation, implementing management tasks, weekly reporting, Smartmates Statements, drafting and reviewing emails and documentation, file management, and conducting calls and online meetings.

f. Minimum Billing Increment Policy: To ensure consistency and transparency in our billing practices, the following terms apply to all billable services:

i. Minimum Billing Increments: When billing for email communications, calls, and other similar correspondence, the billed duration will be rounded up to a minimum of 6-minute increment. This accounts for time required by Project Managers to review the information, consult with the Project Engineer when applicable, and handle any additional related tasks.

ii. Smartmates Statement Minimum: To ensure accuracy in the billable hours report and compliance with billing standards, a minimum billing threshold of 15 minutes will apply for Smartmates statement generation.

g. Meetings and Collaboration: Attendance at various internal, client, and support meetings, discussions with engineers, operations, and administrative staff, and dedicated sessions for critical project aspects. At Smartmates, we are committed to providing thorough expertise and insights for the success of your project. Please note that any consultations involving our engineers or additional team members will be billed individually for each attendee. This includes calls or meetings where more than one team member is present to provide detailed support or technical guidance. We appreciate your understanding that this effort reflects our dedication to quality service, and as such, each participant’s time is considered a valued part of the project.

h. Client-Specific Services: Addressing client-specific requirements as outlined in individual project plans or specific requests, including data migration, targeted training sessions, customizations, and integrations.

i. Contingency Management and Billing Adjustments: Given the dynamic nature of software engineering projects, we include a contingency management provision to cover unforeseen challenges and changes:

1. Scope Creep Adjustments: Covers time and effort for additional requests or modifications not initially planned.
2. Unplanned Problem-Solving: Accounts for the time spent resolving unexpected technical issues.

Hours allocated to these tasks will not be billed upfront. Instead, additional work required will be communicated and, upon your approval, invoiced accordingly. This ensures transparency and gives you control over additional costs.

It’s important to note that actual billing may differ from estimates provided in the project plan, depending on the actual time spent on the project. By detailing our billing practices upfront, we aim to provide our clients with a clear understanding of what to expect on their Smartmates statements, ensuring meticulous management of every project aspect for its success.

7. Payment Terms

a. Payment for services is as per the rates and schedules set out in the applicable project plan or quotation. All services are strictly prepaid and non-refundable once time has been spent. Smartmates balances remain valid for twelve (12) months from the date of purchase before expiring.

b. Clients acknowledge that certain projects may be structured with staged or instalment payments, as specified in the relevant project plan or quotation. Smartmates is not obligated to proceed with further work, deliver outstanding items, or engage in dispute resolution processes if scheduled instalment payments remain unpaid.

c. Clients acknowledge that raising a dispute does not suspend or eliminate their obligation to pay any instalments already due under this Agreement. Clients remain free to discontinue further payments and stop the project at their discretion; however, they may not raise a dispute concerning incomplete or outstanding deliverables if scheduled instalments remain unpaid, as Smartmates is not obligated to continue work or complete the project without full payment of instalments as agreed.

d. If a dispute is raised while instalments are unpaid, Smartmates reserves the right to pause all services and dispute resolution activities until the client brings their account up to date.

e. Clients acknowledge that all other terms of Clause 30 (Complaint and Dispute Resolution) and Clause 21 (Indemnification and Liability Limitations) remain fully applicable, including Smartmates’ strict time-based billing model and liability cap.

8. Acceptance of Smartmates Statements

Smartmates is committed to maintaining transparency and accountability in our services and emphasise proactive communication. Our regular and detailed Smartmates Statements outline tasks such as project management, software engineering, and support activities, indicating the time invested by each Smartmates consultant, the specific dates of work, and the nature of tasks performed. This ensures clients have a clear and comprehensive understanding of the services provided. Clients are required to review the Smartmates Statement within three (3) business days of receipt and communicate any dissatisfaction within this time period, allowing Smartmates to address and rectify any issues or concerns. Failure to raise concerns within this timeframe signifies acceptance of the work, hours billed, and charges incurred. By topping up their Smartmates account and/or continuing engagement without objections, clients express satisfaction with our services. This constitutes tacit approval of services rendered. These charges are non-refundable, and acceptance precludes the right to later dispute these charges. Delayed feedback does not warrant a refund for services rendered if a complaint is lodged.

9. Smartmates Tag

Smartmates calculates its hourly rates for Zoho consulting services taking into account the 25% commission Zoho pays Smartmates from Zoho licence fees paid by the Client for the first 36 months of the licence term, and 15% on the following 12 months. This commission is provided by Zoho directly to Smartmates and does not increase the cost of licence fees for the Client.

It is a condition of engaging Smartmates for Zoho-related consulting that the Client tags Smartmates as their Zoho partner, following the instructions provided before the project kick-off meeting. This partnership enables Smartmates to assist with the successful implementation and rollout of Zoho applications and ensures continued support throughout the project.

Note: This clause is applicable only to Zoho consulting services and does not apply to HubSpot consulting engagements.

10. Bug Fixing and Technical Resolution

Smartmates adheres to industry standards in software development, including billing for time and expertise required to identify and rectify software bugs, inherent and unpredictable in nature. Clients are responsible for maintaining a sufficient Smartmates Balance to cover such work. It is important to understand that bug resolution is an integral part of ongoing development and not a liability of Smartmates. However, additional complexities arise when changes are made to the system by the client without prior coordination with Smartmates. Please consider the following scenarios:

a. Scenario A – Client-Initiated Changes: If system errors or bugs occur due to changes made by the Client without Smartmates’ knowledge or approval, resolving these issues will be billable. We recommend that Clients refrain from making unauthorised changes to the system, as these can lead to unintended errors and additional charges for technical resolution.

b. Scenario B – System Training: To ensure system integrity, Smartmates will provide necessary training and guidelines on system use and charge that training from your Smartmates balance. Clients are advised to adhere to these guidelines strictly. Disregarding these instructions may result in system errors, for which the Client will be financially responsible.

c. Scenario C – Issue Resolution: Smartmates is committed to promptly addressing and resolving issues. However, resolution efforts stemming from unauthorised client modifications will be considered billable work. Clients are encouraged to communicate openly with Smartmates before implementing any system changes to prevent unnecessary complications and costs. Failure to maintain the required Smartmates Balance may result in project delays or interruptions. Clients are urged to engage collaboratively with Smartmates to ensure system stability and effective issue resolution.

11. Educated Estimates and No Fixed Fees

Smartmates provides educated estimates based on historical data, expertise, and experience. However, these are not guaranteed fixed quotes due to the dynamic nature of software engineering. Actual hours required may vary due to scope changes or unforeseen technical challenges. Our transparent billing system ensures clients pay only for what is used, reflected in regular Smartmates Statements. Clients acknowledge this policy, understanding that additional top-ups may be required for expanded project scopes or complexities.

12. Client Instructions and Billing Policy

Smartmates prioritises client instructions, adapting swiftly to changes. Additional work resulting from client directives diverging from the original plan will be billed accordingly. Clients agree to top up their Smartmates balance to cover the cost of continued services, maintaining project momentum. Smartmates values transparency and will inform clients of any implications of new instructions on project timelines and budgets.

13. Third-Party Software Limitations and Backend Errors

Smartmates specialises in engineering solutions using third-party platforms like Zoho and HubSpot. Clients acknowledge that Smartmates does not control these platforms and cannot foresee all limitations. Smartmates is not responsible for inherent limitations or backend errors of these platforms. Clients agree to bear the costs for time spent by Smartmates in addressing such issues, crucial for project continuity and functionality.

14. Use of Automation and AI Tools

Smartmates may, where appropriate, utilise automation tools, low-code platforms, or artificial intelligence to improve efficiency. These tools are governed by their respective platforms’ terms of use and are employed as part of time-based consulting, not as products or guarantees. The Client agrees that the use of such tools remains within the scope of time-based billing and is not subject to specific warranties or performance guarantees.

15. No Duty to Warn or Forecast

Smartmates shall not be held liable for failing to anticipate, warn, or notify the Client of potential risks, limitations, or inefficiencies arising from third-party systems, Client-owned data, or future platform changes beyond Smartmates’ direct control. Strategic recommendations are provided based on the Client’s inputs at the time and do not constitute ongoing duty of review, advice, or supervision.

16. Commitment to Ethical Principles and Professional Conduct

Smartmates upholds principles of good faith, fairness, honesty, and transparency in all transactions. We expect mutual understanding and respect from clients, particularly in project complexities and billing practices. Smartmates reserves the right to terminate a project if subjected to unprofessional treatment, with no refund for completed work but refunding the remaining balance.

17. Right to Terminate for Abuse or Misalignment

Smartmates reserves the right to terminate this Agreement at any time, without refund, if the Client engages in conduct deemed abusive, disrespectful, or fundamentally misaligned with the principles of transparency, ethical cooperation, or mutual trust. Remaining Smartmates balance may be refunded at our discretion.

18. Adjustment in Fees

Smartmates reserves the right to adjust fees or rates, providing at least 30 days’ notice to clients. Clients may terminate the agreement before the new fees take effect if they disagree with the adjustments.

19. Warranty Limitations

Smartmates warrants that services will be provided using reasonable care and skill. We disclaim all other warranties, express or implied, except as expressly stated in this Agreement. Clients retain statutory consumer rights.

20. Reliance Limitation

The Client acknowledges that any decision made based on advice or configurations provided by Smartmates is ultimately at their own discretion and risk. Smartmates is not responsible for business decisions, commercial loss, or damages arising from reliance on consultation without independent validation.

21. Indemnification and Liability Limitations

a. Clients indemnify Smartmates against all losses, damages, costs, expenses, claims, demands or proceedings arising directly or indirectly from:

• any breach of this Agreement by the Client;
• misuse, misconfiguration, or unauthorised alteration of services or software;
• reliance on outcomes beyond the scope of services expressly documented in this Agreement;
• any claim by a third party relating to Client data, instructions, or materials supplied to Smartmates.

b. The Client acknowledges and accepts that Smartmates operates a lean business model to deliver cost-effective professional services. Accordingly:

• Smartmates’ total aggregate liability, including any legal fees, costs of defence, damages, compensation, settlements, or other financial obligations arising whether in contract, tort (including negligence), equity, under statute, or otherwise, is strictly capped at the total amount of fees actually paid by the Client to Smartmates in the 90 calendar days immediately preceding the claim.
• This liability cap includes all legal defence costs, mediation fees, and any costs Smartmates incurs in investigating or defending claims, even if the Client’s claim is partially or wholly upheld.
• Smartmates shall not be liable for any indirect, incidental, punitive, special, or consequential losses or damages, including but not limited to loss of profits, revenue, goodwill, business interruption, loss of data, or reputational harm, even if such losses were reasonably foreseeable.
• The Client agrees that it has had the opportunity to seek independent legal advice before entering into this Agreement and fully assumes the risk of engaging Smartmates without any form of insurance coverage from Smartmates for indirect or consequential losses.

c. If the Client brings any claim, and the total cost of resolving that claim (including Smartmates’ legal fees, mediation costs, and all other costs of defence) would exceed the total fees paid by the Client to Smartmates in the preceding 90 days, the Client shall be liable for all amounts exceeding the liability cap. This may include reimbursing Smartmates for mediation or legal costs that exceed the 90-day fees cap.

22. Client Responsibilities and Cooperation

Clients are responsible for timely information provision, active communication, decision-making, access to systems, designating a contact point, understanding of scope, adherence to terms, and cooperation with change management. Failure in these responsibilities may impact service quality and success.

23. Client Data Accuracy and Access

The Client is solely responsible for ensuring the accuracy, completeness, and legality of any data, content, or information supplied to Smartmates, and for providing timely and sufficient system access. Delays, errors, or additional costs arising from inaccurate data, incomplete instructions, or restricted access will be billable at standard rates.

24. Confidentiality

Both parties commit to maintaining confidentiality of proprietary information, excluding publicly known or independently obtained information.

25. Mutual Non-Disparagement

Both parties agree not to make or publish any false, misleading, or derogatory statements about the other party, its personnel, or its services. Reasonable and factual reviews are excluded. This clause survives termination of the Agreement.

26. Protection

The Contractor will comply with applicable data protection laws in handling, storing, and processing Client data, ensuring reasonable data security measures.

27. Intellectual Property

Intellectual Property rights generated under this agreement will be owned by the Client. The Contractor retains the right to use such Intellectual Property for portfolio and promotional purposes, unless otherwise agreed.

28. General Clauses

– Assignment: Neither party may assign this Agreement without the other’s written consent.

– Governing Law: This Agreement is governed by the laws of Victoria, Australia.

– Severability: If any part is invalid or unenforceable, the rest remains in effect.

– Entire Agreement: This document supersedes all prior agreements, both written and oral.

29. Precedence Over Other Communications

The Client acknowledges that this Agreement takes precedence over any prior proposals, sales presentations, verbal conversations, or marketing materials. No external representation, implied or explicit, shall override or supplement the terms of this Agreement unless formally amended in writing and signed by both parties.

30. Complaint and Dispute Resolution

a. Reference to Core Terms and Liability Cap

Clients acknowledge and agree that all services provided by Smartmates are governed by the following fundamental principles of this Agreement:

• Clause 4 (Time-Based Billing Acknowledgement): Smartmates operates strictly on a time-based billing model, not a fixed-fee or deliverables-based model. Clients pay for time, expertise, and availability—not guaranteed outcomes. No project plan, estimate, or communication shall be construed as a fixed price or guarantee of results.
• Clause 5 (No Guarantee of Deadlines): Any stated timelines are indicative only and not binding. Delays do not entitle clients to discounts, refunds, or claims for damages.
• Clause 6 (Billing for Services): Smartmates bills for all time spent delivering services, including project management, communication, solution development, quality assurance, administration, and any additional client-requested work.
• Clause 7 (Payment Terms): All services are strictly prepaid and non-refundable once time has been spent, regardless of the perceived completeness of deliverables.
• Clause 8 (Acceptance of Smartmates Statements): Clients must review Smartmates Statements within three (3) business days and raise any disputes promptly. Silence beyond this period constitutes full acceptance of the work and charges, precluding future claims.
• Clause 21 (Indemnification and Liability Limitations): The Client expressly acknowledges that Smartmates’ total aggregate liability—including all legal fees, mediation costs, defence costs, and any damages—is strictly capped at the amount of fees actually paid by the Client in the 90 days immediately preceding the claim. Even if a Client’s complaint is upheld, any recovery shall be limited to that cap.

b. Time-Limited Complaint Window

Clients wishing to dispute any part of the services or charges must strictly follow Clause 8. Any complaint must be submitted in writing within three (3) business days of receiving the relevant Smartmates Statement. Complaints outside this timeframe cannot be accepted, as Smartmates’ services are time-based billing services and cannot be unwound or retroactively adjusted once time has been spent.

c. Scope of Complaints

Complaints must identify specific items on the Smartmates Statement and explain why the time recorded was unreasonable, unprofessional, or unnecessary. Disputes must focus solely on the use of time, not dissatisfaction with deliverables, results, or business outcomes. Smartmates does not warrant results, deadlines, or system performance beyond industry-standard professional care.

d. Late Complaints

Smartmates does not handle disputes internally for complaints submitted outside the three-day window. As software engineers—not legal professionals—it is neither practical nor fair to revisit past work after significant time has passed. Accordingly, if a dispute arises outside the accepted timeframe, Smartmates will refer the matter to external mediation.

e. Mediation Process and Liability Cap

Should a satisfactory outcome not be reached through our internal review, or for disputes raised outside the required timeframe, the Client acknowledges and agrees that Smartmates will not handle further disputes internally. Instead, any such dispute shall be referred to formal mediation.

Mediation shall be conducted as follows:

• The parties shall equally share all costs of the mediation process, including mediator fees, administration fees, venue or online platform costs, and any professional expenses required to prepare evidence or submissions.
• Mediation shall be conducted under the rules of the Resolution Institute of Australia or a similar professional body.
• The mediation shall be held online via secure video conference, or, if agreed by both parties, in-person in Melbourne, Victoria, Australia. The Client shall be responsible for any travel or accommodation costs they choose to incur in attending the mediation physically.
• The mediation will be governed exclusively by the laws of Victoria, Australia, regardless of the Client’s location or principal place of business.
• Each party must prepare and provide a detailed written statement of their case, including supporting evidence, at least ten (10) business days prior to the mediation date.
• The mediator’s costs shall be payable upfront, in equal shares, by both parties. Smartmates reserves the right to refuse participation if the Client fails to pay their share of mediation costs in advance.
• The Client acknowledges that mediation may result in additional legal, technical, or expert fees, all of which shall be borne individually by each party.
• Important: The Client acknowledges and accepts that, under Clause 21, any claim—whether resolved through mediation or legal proceedings—is strictly capped at the total fees paid to Smartmates in the 90 days preceding the claim. This cap includes Smartmates’ costs of defending the claim, including mediation costs. If Smartmates’ 50% share of the mediation costs exceeds this 90-day fee cap, the Client agrees to pay the excess amount. For example, if the Client has paid Smartmates $3,000 in the last 90 days, and Smartmates’ half of the mediation costs totals $10,000, the Client would be responsible for the $7,000 difference.
• Legal proceedings may only be initiated if mediation fails, and any costs of subsequent litigation will not be recoverable from Smartmates except as required by law.

This approach ensures that any dispute proceeding beyond internal review is subject to a formal, professional, and potentially significant financial and administrative commitment. Clients are strongly encouraged to carefully consider the practical costs and consequences of pursuing disputes through mediation rather than resolving issues promptly and amicably.

31. Service Levels and Availability

Unless otherwise specified in a custom support agreement, Smartmates provides services on a best-effort basis during standard business hours. Timeframes for response, bug resolution, or implementation are not guaranteed and depend on resource availability, project queue, and Smartmates Balance status.

32. Force Majeure

No party shall be liable for failures or delays in performing its obligations due to circumstances beyond reasonable control.

33. Notice

All notices under this Agreement must be in writing and delivered to the addresses specified by each party.