Proposal and Quotation Terms and Conditions

The following terms and conditions relate to proposals and quotations issued by SmaterSoft. 

Within the terms below:

  • SmarterSoft is a registered trading name of Areanet Pty. Ltd., ABN 84 114 634 561.
  • For more comprehensive details on items marked with an asterisk (*), please refer to the separate Software Licence and Support Agreement (SLASA), which contains the formal definitions and governing terms.
  • “SmarterSoft Platform” refers collectively to the Software and Materials provided by SmarterSoft, including any customisations, configurations, frameworks, tools, and related documentation developed or supplied for the Client’s use.

1. Software Licence and Support Agreement (“SLASA”)

  1. Purpose and Scope: Prior to Production Transition and Deployment (“go live”), the Client will be required to sign a separate agreement titled ‘Software Licence and Support Agreement’ (“SLASA”). The SLASA defines warranties, liabilities, intellectual property rights, confidentiality, privacy protections, as well as ongoing licensing, infrastructure Fees, and support terms. These terms apply both during the initial project services (as described in this proposal) and post “go live.” The SLASA should be read in conjunction with this proposal, and any ambiguity or overlap between the two will defer to the SLASA as the prevailing document.
  2. Access to Sample Agreement: A sample SLASA is available on request. The actual SLASA provided for signature may vary slightly, reflecting ongoing updates to the agreement.
  3. Relationship Between Proposal and SLASA: All terms stated in these Proposal General Terms & Conditions are supplementary to the SLASA. In the event of any discrepancy, conflict, or ambiguity, the terms of the SLASA will take precedence.
  4. Referencing Defined Terms: Some terms in these Proposal General Terms & Conditions are defined by reference to the SLASA.

2. Licence to use SmarterSoft Software and Materials

  1. The Client is granted a non-exclusive, non-transferable licence to use the Software and Materials strictly for their internal business operations, subject to the terms outlined in the SLASA. The Client shall not sublicense, distribute, or make available the Software or Materials to any third party without prior written consent from SmarterSoft.*
  2. For additional users, infrastructure requirements, or custom functionalities that exceed the defined usage limits, SmarterSoft reserves the right to adjust Fees in accordance with the structure specified and agreed in the SLASA.*
  3. Unless otherwise agreed, the minimum licence Term for use of the SmarterSoft Platform (including the Software and related Materials), is 36 months, beginning from the “go live” date.

3. Project payments and pricing

  1. All prices are stated in $AUD and are exclusive of GST (unless otherwise indicated).
  2. All prices stated in any quote/proposal are valid for thirty (30) calendar days from the issued date.
  3. The payment schedule for the delivery of project work is to be agreed in writing after quote/proposal acceptance and should be linked to the successful delivery of agreed milestones. For additional and ongoing invoicing terms related to post “go live” services, please refer to the SLASA*.
  4. Unless otherwise agreed in writing, the Client agrees to pay all Tax Invoices associated with this proposal within fourteen (14) calendar days from date specified on SmarterSoft’s Tax Invoices. Failure to pay in full and on time may result in the suspension of all project activities until full payment is received, or in project cancellation at SmarterSoft’s discretion. In the case of project cancellation, any payments made up until cancellation shall be forfeited by the Client.

4. Supply of project materials, tools and equipment

  1. As independent contractors, SmarterSoft shall generally supply all materials, tools, or equipment required to perform the project work, including properly configured laptops, servers, internet connections, and software tools. If materials, tools, or equipment specific to the Client’s organisation are required, the Client will be responsible for their procurement costs.
  2. For any third-party packaged software, licences, or IT infrastructure procured by SmarterSoft on the Client’s behalf, full payment or an irrevocable purchase order from the Client is required before SmarterSoft places the order*.

5. Project schedule, scope and milestones

  1. Anything not explicitly detailed within the a written scope statement is considered out of scope. Any changes to the scope may affect the project schedule and cost.
  2. Unless otherwise indicated, the implementation schedule will be agreed upon by both parties following proposal acceptance.
  3. Unless otherwise indicated, quoted prices are estimates only.
  4. If the scope of work or the amount of effort involved changes or exceeds the original quoted scope, adjustments may be made by either removing or simplifying items to fit within the quoted price, or by issuing a written variation request. All work outside the original scope statement must be authorised through a written variation request before commencement. Requests outside the defined scope may affect the project timeline and budget.
  5. The Client and SmarterSoft will jointly identify and assess any significant project risks, including those related to timelines, resource availability, and dependencies. Each party agrees to communicate promptly regarding any new risks that arise during the project.
  6. In the event of delays caused by circumstances beyond SmarterSoft’s reasonable control, including delays in receiving required inputs from the Client, SmarterSoft may extend the project timeline and adjust the schedule accordingly. Any extensions or additional costs will be communicated to the Client in advance.
  7. Deliverables will be reviewed by the Client within a mutually agreed timeframe after submission. If the Client does not provide written feedback within this timeframe, the deliverables will be considered accepted. Any required changes beyond this period may be subject to additional fees.

6. Client responsibilities and acknowledgements

  1. The Client shall ensure that relevant and properly skilled personnel are available to provide timely and accurate expertise for the entirety of the project. As required, this may include a Client Project Manager (CPM), Subject Matter Experts (SME), business analysts, project coordinators, IT managers etc. Additionally, the Client shall provide project management or coordination staff with relevant experience to assist with managing internal resources for the duration of the project.
  2. The Client will ensure availability of all necessary personnel throughout the project, including during critical phases such as UAT and Production Transition and Deployment. If Client resource unavailability affects project progress, SmarterSoft reserves the right to adjust the project timeline and/or cost.
  3. The Client shall provide all required security access privileges to tools, systems and premises (if needed) for SmarterSoft to perform their work.
  4. The Client is responsible for User Acceptance Testing (UAT) the functionality of the SmarterSoft Platform at their own cost. This includes the testing of any migrated data*.
  5. The Client is expected to complete UAT and log any issues within four (4) weeks of the SmarterSoft Platform being made available for testing to the Client (unless otherwise agreed). Four weeks after UAT completion, regardless of UAT state, SmarterSoft may invoice the next item in the payment schedule, or for any reasonable outstanding amount*.
  6. Following Production Transition and Deployment (i.e. “go live”), the Client shall manage basic first-level support internally (e.g., user account management, password recovery, and editing of lookup data) and escalate issues to SmarterSoft via the online support system. This approach reduces issue resolution time and support costs*.
  7. Unless otherwise indicated, the Client is responsible for end-user training, including preparing any client-specific training materials or documentation. SmarterSoft will provide training and support documentation for Super Administrators only. If additional training assistance is required, it will be quoted separately. SmarterSoft will supply a standard guide for administrators and users.
  8. The Client will cover all costs associated with training venues, and any associated logistics and catering.
  9. While SmarterSoft may provide general guidance and direction, the Client is responsible for all change management efforts. This includes transition plans, training plans and training execution, and where data migration is required, includes data migration plans, cutover planning, and parallel runs. The Client will supply all necessary resources for these activities. If specific change management assistance is required, it will be quoted separately.
  10. If data migration is included in the scope statement, the Client will provide suitably trained human resources to; a) define any rules for data transformation and/or data mappings, b) complete any data cleansing activities, c) define UAT tests for migrated data, d) execute these UAT tests, and e) conduct change management and planning activities for the migration. The Client will also provide adequate access to their existing databases, systems and networks for SmarterSoft staff to do their work.
  11. If the project involves dependencies on third-party vendors or providers, the Client will ensure access to all necessary information, systems, and approvals from these providers. SmarterSoft will not be held liable for delays or additional costs resulting from third-party unavailability or lack of cooperation.
  12. If penetration testing is included in the scope statement, any item quoted includes only the setup of environments and/or co-ordination of resources of the penetration testing team, Client and AWS, and does not include the resolution of any test findings. Should tests yield any findings requiring resolution, unless the severity warrants immediate action, the cost to rectify shall generally be shared with the Client. The design of any mitigations that are applied shall be at the sole discretion of SmarterSoft.
  13. The Client acknowledges that SmarterSoft is a “platform solution” and that its flexibility and cost-effectiveness comes from using the frameworks, services and building blocks within it. In some circumstances the actual delivery of functionality may differ to what could be expected from a fully custom-built system. In situations where a new or unique function is required by the Client that the SmarterSoft Platform does not currently support, SmarterSoft’s first choice is to develop the feature as a generic addition that can be part of a new core version. While the Client will generally pay for the development of such features, SmarterSoft will offer up to a 50% discount if the feature is reusable.   
  14. The Client acknowledges their shared responsibility for privacy and data security, understanding that safeguarding data requires a collaborative effort from both parties. The Client agrees to follow relevant data security best practices and to provide appropriate training to their internal teams, ensuring awareness and proactive management of potential security risks*.

7. Intellectual Property and ownership of Content

  1. The Client acknowledges and agrees that all Intellectual Property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and other proprietary rights in the Software and Materials, are and shall remain the sole and exclusive property of SmarterSoft*.
  2. The Client acknowledges that any and all Intellectual Property, including but not limited to copyright, patents, trademarks, trade secrets, and other proprietary rights, in any customisations, configurations, plans, designs, documents, source code, or other creative works created or developed by either party in relation to this project shall vest wholly and exclusively in SmarterSoft upon creation*.
  3. All data or Content entered into the SmarterSoft Platform by the Client, along with all associated intellectual property rights in this Content, shall always remain the property of the Client (or the legal owner of such Content). The Client will have access to tools that allow for the export of their datasets at any time. 

8. General terms and assumptions

  1. All aspects of quotes and proposals issued by SmarterSoft, including pricing and schedule, are based on high-level information provided by the Client and may be subject to change following a detailed review and analysis.
  2. SmarterSoft shall always use whatever professional methods it deems fit to project manage the work, taking into account project size, team size and risk.
  3. The solution will be built on the SmarterSoft Platform and hosted by SmarterSoft on Amazon Web Services (AWS) in Australia.*
  4. In the event of early project termination, SmarterSoft will assist in the transition of any project-related data, documents, and partially completed deliverables to the Client or a designated third party, as agreed. Transition planning and handover will incur additional fees, as specified in the SLASA*.
  5. The SmarterSoft Platform’s built-in DIY reporting features are adequate for the Client’s immediate reporting needs. If more complex reports are required, they can be built at an additional cost, or data may be exported to 3rd party Business Intelligence (BI) or analytics tools.
  6. Licence Fees and IT Infrastructure Fees are payable in advance on a quarterly or annual basis, generally commencing from the date of Production Transition and Deployment (i.e. “go live”). Estimated amounts for these Fees are outlined in this proposal and will be finalised in the SLASA*.
  7. Unless otherwise agreed in writing, all ongoing support is an additional cost. No support is provided as part of the Licence Fee or IT Infrastructure Fee. Support needs to be purchased up-front using the “Support Blocks” approach*.
  8. SmarterSoft’s default position is to not place the source code in escrow. Should the Client require source code escrow, the full cost of setting up and maintaining the escrow account shall be paid for by the Client*.
  9. All travel and accommodation expenses are excluded from cost estimates provided and will be added to Tax Invoices issued to the Client at their cost. It is expected that the bulk of the work can be conducted using remote access and/or presentation tools, such as Zoom or MS Teams*.
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SmarterSoft is a leading no-code SaaS web technology used to fast-build any kind of business application in the cloud. Designed for agility, use our unique “building blocks” to create perfect-fit data systems that work exactly like you want now, with flexibility for the future. More cost-effective than other enterprise options, it’s the smarter way to take control of the critical data that supports and enables your business.

Proven in the Government, Nonprofit (NGO) and Education sectors, SmarterSoft is 100% owned, managed, and supported in Australia. It meets stringent data security standards and is offered as SaaS on Amazon Web Services (AWS).

We acknowledge the Traditional Owners and Custodians of the lands on which we work and pay our respects to Indigenous Elders past, present and emerging.

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