Automatic NDA

Confidentiality is fundamental to our commitment to you. Our Automatic NDA guarantees that any sensitive information you share with Smartmates is protected from the very first interaction. Whether you are a prospective, current, or past client, this agreement ensures the security of your intellectual property and business data. Below, we outline the key terms that define this protection and our mutual responsibilities under this NDA.

We Got You Covered

This Non Disclosure Agreement (NDA) reflects our mutual commitment to trust, respect and discretion. From the moment you first contacted Smartmates, you as our client — whether potential, current or former — are automatically protected by this agreement. It ensures that all confidential information shared between us remains secure and safeguarded throughout our working relationship.

AGREEMENT

1. Parties

This agreement is between (a) The Client, the party purchasing a Smartmates prepaid pack, and (b) The Contractor, Smartmates Pty Ltd ABN 68 634 856 223 of Level 6, 34 Queen St, Melbourne VIC 3000.

2. Purpose

The parties intend to explore or engage in a commercial relationship involving software engineering services, which may require exchanging confidential, proprietary or sensitive business information. Both parties agree to protect this information under the terms of this Agreement.

3. Definitions

Confidential Information means any information shared by either party, in any form, that is not publicly available, including technical, financial, commercial, operational, strategic or client-specific data, systems, source code, workflows, pricing or project materials. Discloser is the party providing the information. The recipient is the party receiving it. Personnel includes employees, contractors, consultants or agents of either party. Project means any engagement or discussion relating to Smartmates’ consulting or software services.

4. Confidentiality Obligations

Both parties agree to (a) keep all Confidential Information secure and confidential, (b) not disclose Confidential Information to any person other than their Personnel on a strict need to know basis, (c) use Confidential Information solely for the purposes of the Project, (d) take reasonable steps to prevent unauthorised access or misuse, and (e) immediately notify the Discloser of any suspected or actual breach.

5. Exclusions

Confidentiality obligations do not apply to information that (a) becomes public other than through breach of this Agreement, (b) was lawfully known by the Recipient before disclosure, (c) is received from a third party without restriction, (d) is independently developed, or (e) must be disclosed by law, provided the Discloser is given reasonable notice if lawful to do so.

6. Duration

These obligations continue for two years from the date of disclosure. Clauses relating to intellectual property, liability and ownership survive beyond the term of this Agreement.

7. Intellectual Property

The Discloser retains all rights in their Confidential Information. Intellectual property created under a Smartmates engagement is owned by the Client, in accordance with Clause 28 of our Terms of Service. Smartmates retains the right to reference completed projects in its portfolio unless otherwise agreed in writing.

8. Return or Destruction

Upon written request by the Discloser, the Recipient will return or destroy all confidential Information and confirm compliance in writing.

9. Restrictions

The Recipient must not copy, use or exploit Confidential Information beyond the scope of the engagement and may not use it to compete with or disadvantage the Discloser.

10. Liability and Remedies

The parties acknowledge that breach of this Agreement may cause serious harm and that the Discloser may seek injunctive relief and legal remedies. The total liability of Smartmates under this Agreement is strictly limited to the total amount of fees paid by the Client to Smartmates in the 90 days prior to the claim, including costs and expenses, in accordance with Clause 22 of Smartmates’ Terms of Service.

11. Privacy

If any confidential information includes personal data, both parties must comply with the Australian Privacy Act and related data protection laws. The Recipient must notify the Discloser of any breach or complaint involving such data. Both parties agree not to make, publish, or communicate to any person or entity any statement, whether written or oral, that is intended to disparage, defame, or otherwise damage the reputation, business, personnel, or services of the other party. This obligation applies during the term of this agreement and for a period of 24 months thereafter. Reasonable, factual feedback shared privately between the parties or as required by law is excluded from this restriction.

12. General

This Agreement is governed by the laws of Victoria, Australia. No delay in enforcement is a waiver. Amendments must be in writing. Nothing in this Agreement requires either party to enter a commercial agreement. This NDA is enforceable without signature and applies automatically from first contact.