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. 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. 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.

g. 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.

h. 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.

5. Payment Terms

Payment for services is as per the rates and schedules in the project plan, strictly prepaid and non-refundable. Smartmates balances remain valid for 12 months from the date of purchase before expiring.

6. 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.

7. Smartmates Tag

Smartmates calculates its hourly rates taking into account the 25% commission Zoho pays Smartmates from Zoho licence fees paid by the Client for the first 36 months of your licence fees, and 15% on the next 12 months after that. It is a condition of this agreement that the Client tags Smartmates as their Zoho partner following the instructions provided to the client before the kick off meeting. Zoho licence fees are the same for the Client whether or not Zoho pays a commission to Smartmates, and the commission does not increase licence fees for the Client but is instead an incentive given to Smartmates by Zoho to help with successful implementations and rollouts of the Zoho apps for the Client.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. Indemnification and Liability Limitations

Clients indemnify Smartmates against losses due to misuse of services or breach of Agreement. Smartmates’ liability is limited to direct damages up to the amount of fees paid by the Client. We are not liable for indirect or consequential damages.

16. 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.

17. Confidentiality

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

18. Data Protection

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

19. 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.

20. 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.

21. Complaint and Dispute Resolution

a. Complaint Management: Smartmates is dedicated to delivering exceptional service. We understand that despite our best efforts, there may be instances where our services may not meet client expectations. While our Service Agreement under Clause 6 necessitates raising any concerns within three (3) business days of service delivery, we acknowledge that some issues may come to light beyond this period. In such cases, Smartmates will, under notions of good faith and at our discretion, consider claims for service credits.

b. Evidential Requirement for Claims: To be eligible for consideration, it’s crucial that clients provide evidence showing that Smartmates may not have exercised a reasonable standard of care in the provision of our services. A reasonable standard of care in the context of professional services like those provided by Smartmates refers to the level of attention, diligence, and skill that a competent professional in the same field would reasonably be expected to exercise in similar circumstances. It encompasses acting with a degree of professionalism expected from someone with the requisite knowledge and skills, considering the project’s specifics such as scope, cost, duration, and complexity. A reasonable standard of care does not imply an obligation for Smartmates to predict unforeseeable complications or guarantee outcomes beyond the control of a skilled professional in our industry. It specifically excludes expectations that require foresight of every potential challenge, or that Smartmates would perform in a manner that exceeds the established norms for similar projects in terms of scope, cost, duration, and complexity. This standard is designed to protect Smartmates from unrealistic and far-fetched demands, ensuring that claims for credit are based on fair and tangible evidence of service not meeting professional standards, rather than on unforeseen project complexities or client expectations that exceed reasonable industry benchmarks.

c. Procedure for Raising Claims: Clients wishing to make a claim must submit a detailed written complaint to their project manager. This complaint should outline specific grievances regarding the service, identify each and every item on the Smartmates Statement deemed unsatisfactory, explain why these are considered an unprofessional or inefficient use of time as per the evidential requirements above, and state the total hours of credit requested.

d. Investigation and Resolution: Upon receipt, our resolutions team will thoroughly investigate the claim, potentially including a discussion via video call to clarify concerns. Smartmates aims to provide a formal response within 10 business days.

e. Dispute Resolution: Should a satisfactory outcome not be reached through our internal review, we commit to a fair and equitable mediation process, sharing the initial costs equally. A mediator’s decision will finalise the resolution and determine the cost responsibility. In the event mediation does not resolve the dispute, legal proceedings may be initiated in Victoria, Australia, as detailed in our agreement, ensuring a balanced and amicable resolution process.

22. Force Majeure

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

23. Notice

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