Proposal and Quotation Terms and Conditions

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

Payment 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 fourteen (14) calendar days from the issued date.
  3. For works under $20,000AUD, we will invoice for 50% of the quoted amount upfront and 50% on completion. Else, the payment schedule for the delivery of the work is to be agreed in writing after quote/proposal acceptance and should be linked to the successful delivery of agreed milestones.
  4. Unless otherwise agreed in writing, the Client agrees to pay all invoices within fourteen (14) calendar days from date specified on SmarterSoft’s invoices. Failure to pay in full and on time may result in the suspension of all system development activities until such a time as full payment has been received, or project cancellation at SmarterSoft’s discretion. In the case of project cancellation, any payments made up until cancellation shall be forfeited by the Client.

Supply of materials, tools or equipment

  1. As independent contractors, SmarterSoft shall generally supply all the materials, tools or equipment required to perform work, including properly configured laptops and servers, internet connections, software tools and utilities. Where materials, tools or equipment are required to perform services particular to the Client’s organisation, the procurement of such tools or equipment are at the Client’s cost.
  2. For 3rd party packaged software, licenses or IT Infrastructure SmarterSoft procures on the Client’s behalf, full payment, or an irrevocable purchase order from the Client is required prior to SmarterSoft placing an order.

Schedule, scope and milestones

  1. Anything not explicitly written within a scope statement is out of scope and any changes made may affect work schedule and cost.
  2. Unless otherwise indicated, the implementation schedule shall be agreed between parties after proposal acceptance.
  3. Unless otherwise indicated, prices quoted are estimates only. If it is mutually agreed that the scope of work or the amount of effort involved has changed or exceeds the original quoted scope, items may be removed or simplified to fit within the quoted price, or a variation order created.

Client responsibilities

  1. The Client shall ensure relevant and properly skilled internal staff are available to provide timely and accurate expertise and effort for the entirety of the works. As the work requires, this may include the Client Project Manager (CPM), Subject Matter Experts (SME), business analysts, project co-ordinators and/or project managers.
  2. The Client shall provide project management or project co-ordination staff with relevant experience to assist with the management of resources internal to the Client for the entirety of the works.
  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 system 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 system 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 deployment, the Client shall manage basic 1st level support internally i.e. user account management, password recovery, editing of lookup data etc. and escalate to SmarterSoft using an online support system. This approach greatly reduces support costs.
  7. The Client is responsible for end user training, including the preparation of any client specific training material or documentation (unless otherwise agreed). The only training and support documentation provided by SmarterSoft is for Super Administrators. It is expected that a “train the trainer” model can be implemented. If the Client requires any other training assistance it can be quoted for separately. SmarterSoft will supply a standard platform guide (for admins and users).
  8. The Client will cover all costs associated with training venues, logistics and catering.
  9. While SmarterSoft may provide general guidance and direction, the Client is responsible for all change management efforts, including transition plans, training plans, data migration plans, the planning of any cutovers, parallel-runs etc, and will supply their own resources as necessary.
  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, and d) conduct change management and planning activities for the migration. The Client will also provide adequate access to their existing databases and networks for SmarterSoft staff to do their work.
  11. 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 test findings. Should tests yield any findings requiring resolution, unless the severity warrants immediate action, the cost to rectify shall generally be shared by the Client. The design of any mitigations that are applied shall be at the sole discretion of SmarterSoft.
  12. 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 contained 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 add-on that can be part of a new platform 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.   

Licence to use SmarterSoft

  1. Unless otherwise agreed, the minimum licence term to the SmarterSoft Platform is generally 36 months from the “go live” date. Over this period, the minimum Licence Fee is $500/month and the minimum Infrastructure Fee is $200/month. Licence Fees will vary based on your active user numbers.
  2. The Client is required to sign a separate contract titled ‘Software Licence and Support Agreement’ (SLASA) prior the “go live” date. Our SLASA describes the coverage of our warranty, intellectual property considerations, confidential information, ongoing licence costs and support. A sample contract is provided here

General terms and assumptions

  1. All aspects of quotes/proposals issued by SmarterSoft (including pricing) are based on the high-level information provided by the Client and are subject to change after detailed review and analysis is conducted.
  2. SmarterSoft shall always use whatever professional methods it deems fit to manage the work, taking into account work size, team size and risk.
  3. The system shall be built upon the SmarterSoft Platform and hosted by SmarterSoft on Amazon (AWS) in Australia.
  4. 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.
  5. A usage-based Licence Fee for access to the SmarterSoft Platform is payable in advance quarterly or annually, generally from the point of production deployment. This fee shall be communicated to the Client separately in the quote/proposal.
  6. Unless otherwise agreed in writing, all ongoing support is an additional cost. No support is provided as part of the Licence Fee. Support needs to be purchased up-front using the “Support Blocks” approach.
  7. 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.
  8. All travel and accommodation related expenses are not included in cost estimates provided and will be added to invoices issued to the Client at their cost to SmarterSoft. It is expected that the bulk of the work can be conducted using remote access and/or presentation tools e.g Zoom, MS Teams etc.
  9. The Client acknowledges that SmarterSoft (AREANET PTY LTD), is the sole owner of all intellectual property rights in the SmarterSoft Platform and any materials or solutions provided or produced. This includes any intellectual property rights and copyright within specific customisations, configurations, plans, designs, documents, source code or creative products that have been created for the Client, as and when they are created.
  10. All data entered into the system by the Client, and all intellectual property rights and copyright associated with that data, shall always be owned by the Client. Tools are available for the Client to export datasets in their entirety at any time.