Terms of Service

1. About these Terms

These Terms are an agreement between you (the client or website user) and Smart Cloud Pty Ltd, ABN 50 703 337 133, of Melbourne VIC, Australia (“Smart Cloud”, “we”, “us” or “our”). They apply to all services we supply unless we agree in writing to other terms. If these Terms conflict with a signed engagement letter or proposal, the signed document prevails to the extent of the conflict.

2. Our Services

Smart Cloud provides professional business and consulting services, which may include business strategy, operational improvement, process and systems advisory, cloud adoption guidance, and related consulting support. The exact scope, deliverables, timelines and fees for your engagement will be set out in a written proposal, quote or engagement letter that we provide to you before work begins.

3. Quotes and Engagements

• Any quote or proposal we issue is valid for 30 days from the date of issue unless otherwise stated.
• A quote is an estimate of the fees for the described scope. Work outside that scope will be quoted separately before it is performed.
• An engagement begins when you accept our quote in writing (including by email) or when we both sign an engagement letter.
• We may need information, documents or access from you to deliver the services. Delays in providing these may affect timelines and may result in additional fees.

4. Fees, Invoicing and Payment

• Fees are as stated in our quote or engagement letter and are exclusive of GST unless stated otherwise. GST is payable in addition where applicable.
• Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.
• Where we require a deposit or advance payment, this will be clearly stated in the quote before work commences.
• If an invoice remains overdue, we may suspend work and charge reasonable recovery costs permitted by law.
• Disputed amounts must be raised in writing before the due date; undisputed amounts remain payable on time.

5. Your Responsibilities

You agree to provide accurate, complete and timely information relevant to the engagement, to ensure you have the right to share any materials or data you give us, to comply with all laws applicable to your business, and to give feedback in a timely manner so we can complete the work as quoted. We rely on the information you provide and are not responsible for errors arising from incomplete or inaccurate information supplied by you.

6. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantees, rights or remedies that you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded. Where we supply services to a “consumer” as defined under the Australian Consumer Law, our services come with guarantees that cannot be excluded, including that services will be provided with due care and skill, will be reasonably fit for the specified purpose, and will be supplied within a reasonable time.

If our services fail to meet a consumer guarantee that applies to you, you may be entitled to a remedy under the Australian Consumer Law. To the maximum extent permitted by law, our liability for any such failure is limited, at our option, to the resupply of the services or the payment of the cost of having the services supplied again.

7. Intellectual Property

All intellectual property we bring to an engagement (including our methodologies, templates, frameworks and pre-existing materials) remains our property or the property of our licensors. On full payment of our fees, you own the final deliverables created specifically for you under the engagement. You grant us a limited licence to use materials you supply for the sole purpose of providing the services to you. We may refer to our work for you in general terms for marketing purposes only with your prior written consent.

8. Confidentiality and Privacy

Both parties agree to keep confidential information received from the other party confidential, to use it only for the purposes of the engagement, and to protect it with reasonable care. Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

9. Limitation of Liability

To the maximum extent permitted by law, and subject always to section 6 (Australian Consumer Law) and any non-excludable statutory rights:

• we are not liable for indirect, incidental, special or consequential loss, including lost profits, lost business or lost data;
• our total aggregate liability arising out of or in connection with an engagement is limited to the fees you actually paid to us for the services giving rise to the claim; and
• any advice or deliverables we provide are for your internal business use and are based on the information and circumstances known to us at the time.

10. Termination

Either party may terminate an engagement by giving 14 days’ written notice. If you terminate part-way through an engagement, you remain liable for fees for work performed up to the date of termination, plus any costs we have reasonably committed on your behalf. We may terminate or suspend an engagement immediately if you fail to pay overdue invoices, breach these Terms, or if continuing the engagement would place us in breach of the law or our professional obligations.

11. Force Majeure

We are not liable for delays or failures in performance caused by events beyond our reasonable control, including natural disasters, utility or internet outages, industrial action, pandemics or changes in law. Where such an event occurs, affected timelines will be extended reasonably and we will keep you informed.

12. Third-Party Products and Links

Our website and our advice may reference third-party software, platforms or providers. We do not control third-party products and do not warrant them. Any engagement with a third-party provider is solely between you and that provider, on their terms. Links on our website are provided for convenience and do not imply endorsement.

13. General

• These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.
• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force.
• We may update these Terms from time to time by publishing a revised version on this page. The version in force when you accept a quote or engage us applies to that engagement.
• Failure by either party to enforce a right under these Terms is not a waiver of that right.

14. Questions About These Terms

If you have any questions about these Terms of Service, or if you wish to raise a dispute or request a remedy under the Australian Consumer Law, please contact us. We aim to acknowledge all enquiries within two business days and to resolve concerns fairly and promptly.

Smart Cloud Pty Ltd — ABN 50 703 337 133, Melbourne VIC.
Email: ceo@smartcloudau.online

You can also request a proposal for our services at any time via our quote request page, or learn more about our services and our story.