Last updated on September 1, 2025
This Smartta Master Platform Agreement ("Agreement") is made between Smartplace Pty Ltd (ACN 639 781 678), trading as Smartta AI, an Australian proprietary limited company with its registered office at C/- Margetson & Associates, Unit 21, 598-602 Forest Road, Penshurst, NSW 2222 ("Company" or "Smartta AI"), and Customer (as defined below) and governs the Customer's use of the Service (each as defined below).
"Customer" means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date ("Start Date") on which such person or entity either clicks a box indicating acceptance of this Agreement or uses the Service.
BY ACCESSING OR USING SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL WARRANTS AND REPRESENTS THAT THEY ARE OVER 18 YEARS OF AGE AND HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" OR "YOU" MEANS SUCH ENTITY AND ITS AFFILIATES.
IF YOU ARE BEING INVITED TO ACCESS AND USE THE SERVICES BY A CUSTOMER AS AN AUTHORIZED USER, THE USER TERMS OF SERVICE GOVERN YOUR ACCESS AND USE OF THE SERVICES.
CAPITALIZED TERMS HAVE THE DEFINITIONS CONTAINED IN THIS AGREEMENT.
If Customer and Smartta AI have executed a written agreement governing Customer's access to and use of the Service as a Smartta AI customer, then the terms of such signed agreement will govern and will supersede this Agreement.
This Agreement is effective between Customer and Smartta AI as of the date of Customer accepting this Agreement.
1. DEFINITIONS
The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement, an Order Form, or in Smartta AI's DPA.
"Acceptable Use Policy" means the Smartta AI policy published at www.smartplace.ai/terms/legal-privacy.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. Control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Aggregated Statistics" means aggregated and anonymized data derived from Customer Data, End Customer Data and/or use of the Service. Aggregated Statistics are not Customer Data or End Customer Data.
"Agreement" means this Subscription Agreement, which is deemed to include, to the extent applicable, the Product Specific Terms.
"API(s)" means any application programming interface.
"Applicable Law" means any laws, statutes or ordinances and any regulations, rules, practice notes, circulars and any other notification issued by any government entity, or regulatory authority pursuant to such laws, statutes and ordinances that apply to the Services in any jurisdiction.
"Approved Third-Party Services" means the current list of third-party services that Smartta AI is authorized to resell, as published at www.smartplace.ai/third-party-services or successor URL, which may be updated from time to time.
"Authorized User" means individuals, (a) who are authorized by Customer to access the Services where Customer has purchased a subscription, (b) who have accepted the User Terms, and (c) to whom the Customer has supplied a user identification and password. Authorized Users may include employees, consultants, agents or contractors of Customer.
"Beta Services" means Services that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
"Customer Data" means any data transferred to Smartta AI by Customer which may consist of, but is not limited to, User login information and Personal Data such as names, e-mail addresses and phone numbers.
"Customer Application" means the application owned and operated by Customer which is described in an Order Form or otherwise approved by Smartta AI in writing.
"Documentation" means the written or online user manuals, help files, specification sheets, or other documentation regarding the Service made available by Smartta AI.
"DPA" means the Data Processing Agreement available at www.smartplace.ai/terms/legal-privacy.
"End Customer(s)" means Customer's customers that enable at least one API integration between the Service, a Partner Application and the Customer Application.
"End Customer Data" means any data transferred to Smartta AI by End Customer itself via the Service for the benefit of Customer, and/or by Customer acting on behalf of an End Customer.
"Force Majeure Event" means any act beyond a Party's reasonable control, including, without limitation, any of the following: (a) flood, fire, earthquake, or explosion, (b) epidemic, pandemic, or other health emergency, (c) war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest, (d) government order or law, (e) actions, embargoes, or blockades in effect on or after the date of this Agreement, and (f) action by any governmental authority.
"Intellectual Property Rights" means all copyright rights, patent rights, trademark rights, mask work rights, rights of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence.
"Marketplace" means an online directory or marketplace of applications that interoperate with the Services.
"Native Services" means Services developed, owned, and operated by Smartta AI, including but not limited to the Integration Platform and the Agentic Operating System (AOS).
"Non-Smartta AI Application" means a web-based, mobile, offline or other software application with functionality that interoperates with a Service, that is provided by Customer or Partner or a third party.
"Order Form" means each order document executed in writing between the parties for the purchase of a Subscription to the Service.
"Partner" means a third-party provider of a SaaS solution used by End Customer.
"Partner Application(s)" means any application owned and operated by a Partner.
"Product Specific Terms" means the supplemental terms and conditions that apply to specific Smartta AI products or features and published at www.smartplace.ai/terms/legal-privacy.
"Resold Services" means third-party services that Smartta AI resells to Customer as identified in an Order Form.
"Service" means Smartta AI's proprietary Software-as-a-Service platforms.
"Software" means the software that Smartta AI develops and maintains in order to provide the Service.
"Subscription Term" has the meaning set forth in Section 11.1 below.
"User Terms" means the User Terms of Service provided by Smartta AI to persons invited by the Customer to become Authorized Users.
2. SMARTTA AI OBLIGATIONS
2.1 General.
Smartta AI is responsible for providing the Service in conformance with and subject to the terms of this Agreement, the Order Form(s) and Documentation.
2.2 Support.
If Customer experiences any errors, bugs, or other issues in its use of the Services, Smartta AI will use commercially reasonable efforts to respond as soon as possible ("Support") in order to resolve the issue or provide a suitable workaround.
2.3 End Customer Data Obligations.
If an End Customer notifies Smartta AI of its intent to terminate its use of the Service, Smartta AI may terminate End Customer's connection to the Service and delete any End Customer Data.
2.4 Access by Authorized Users.
A Customer subscription allows an Authorized User to access and use the Services. A subscription is required for each Authorized User. Each Authorized User must agree to the User Terms to activate their access and use of the Services.
2.5 Free Trial.
If Customer registers for a free trial, Smartta AI will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period, (b) the start date of any Purchased Service subscriptions, or (c) termination of the free trial by Smartta AI in its sole discretion.
2.6 Beta Services.
Smartta AI may make Beta Services available to Customer. Use of Beta Services is subject to the terms and conditions of this Agreement. Beta Services are provided to Customer without charge subject to certain usage limits.
3. USE OF SERVICES
3.1 License Grant.
Subject to the terms of this Agreement, Smartta AI hereby grants to Customer and its Affiliates a non-exclusive, non-sublicensable, and non-transferable license to access and use the Service for lawful business purposes.
3.2 Communications.
By providing your telephone number, you are providing express written consent to receive communications from Smartta AI.
3.3 Electronic Transactions.
By using the Services, you agree to transact electronically with Smartta AI.
3.4 Subscriptions.
Customer agrees that its purchases are not contingent on the delivery of any future functionality or features.
3.5 Adding Authorized Users.
A Customer may request to increase or reduce the number of Authorized Users by submitting an Order.
3.6 Customer Responsibilities.
Customer will (a) be responsible for Authorized Users' compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data, (c) be responsible for ensuring that the use of the Services complies with Applicable Laws, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and (e) use services only in accordance with this Agreement.
3.7 Restrictions.
Customer will not (a) make any Service available to anyone other than Customer or Authorized Users, (b) sell, resell, license, sublicense, distribute, rent, lease, transfer or provide access to any Service to a third party, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful material, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any service, (f) attempt to gain unauthorized access to any service, (g) permit access to or use of any services in a way that circumvents a contractual usage limit, (h) modify, copy, or create derivative works based on a Service, (i) frame or mirror any part of any Service, (j) disassemble, reverse engineer, or decompile a Service, or (k) access a service to build a competitive product or service.
3.8 Data License & Protection.
Customer grants Smartta AI a limited license during the Term to use Customer Data and End Customer Data to provide and maintain the Service and develop Aggregated Statistics. Smartta AI will process all Customer Data and End Customer Data in accordance with the DPA.
3.9 Notice to End Customers.
Customer will notify the End Customer that Smartta AI will be processing End Customer Data as part of maintaining the Service.
4. PARTNER AND THIRD PARTY PRODUCTS AND SERVICES
4.1 Partner and Third Party Products and Services.
Any acquisition or use by Customer of Third Party Products or Services is solely between Customer and the applicable third party provider. Smartta AI does not warrant or support Non-Smartta AI Applications or other Third Party Products or Services, unless expressly provided otherwise in an Order Form or a Resold Service Addendum.
4.2 Integration with Non-Smartta AI Applications.
Smartta AI cannot guarantee the continued availability of service features that interoperate with Non-Smartta AI Applications.
4.3 Third-Party Service Models.
(a) Resold Services: Where Smartta AI resells third-party services, such services are provided subject to the third-party's terms. (b) Direct Contracts: Where Customer contracts directly with third parties, Smartta AI bears no responsibility for such third-party services.
4.4 Pass-Through Terms.
For resold services, all third-party warranties, limitations, and terms pass through directly to Customer.
5. FEES AND PAYMENT
5.1 Fees.
Customer will pay all fees specified in an Order. Payment obligations are non-cancellable and fees paid are non-refundable.
5.2 Invoicing and Payment.
Customer will provide Smartta AI with valid and up-to-date payment information.
5.3 Overdue Charges.
If any invoiced amount is not received by Smartta AI by the due date, interest of 1.5% per month may be applied.
5.4 Suspension of Service.
If any charge is overdue, Smartta AI may suspend Services until such amounts are paid in full.
5.5 Taxes.
Smartta AI's fees do not include any taxes. Customer is responsible for paying all Taxes associated with its purchases.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights.
Subject to the limited rights expressly granted under this Agreement, Smartta AI and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights.
6.2 License by Customer to Smartta AI.
(a) Customer grants Smartta AI and its Affiliates a worldwide, limited-term license to sub-license, host, copy, use, transmit, and display any Customer Data and any Non-Smartta AI Applications and program code created by or for Customer using a Service or for use by Customer with the Services, to the extent required for Smartta AI to provide and ensure proper operation of the Services in accordance with this Agreement.
(b) Customer agrees to the data usage terms outlined in Annexure B (Data Usage Framework), which governs the use of data for service operations, the creation of aggregated statistics, and AI/ML model training. The specific rights granted to Smartta AI are dependent on the choices and controls exercised by the Customer as described therein.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information.
"Confidential Information" means all information disclosed by a party to the other party that is designated as confidential or that reasonably should be understood to be confidential.
7.2 Protection of Confidential Information.
The Receiving Party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
7.3 Compelled Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted).
8. WARRANTIES AND DISCLAIMERS
8.1 Mutual Warranties.
Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so.
8.2 Disclaimers.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SMARTTA AI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
9. MUTUAL INDEMNIFICATION
9.1 Indemnification by Smartta AI.
Smartta AI will defend Customer against any claim by a third party alleging that any Purchased Service infringes such third party's intellectual property rights and will indemnify Customer from any damages finally awarded against Customer.
9.2 Exclusions.
Smartta AI's obligations under Section 9.1 do not apply to claims arising from: (a) modifications to the Service made by Customer or any third party; (b) Customer's combination of the Service with products, services, or technologies not provided by Smartta AI; (c) Customer's use of the Service after being notified to cease such use; (d) Customer's use of the Service in breach of this Agreement; or (e) any Resold Service or Non-Smartta AI Application.
9.3 Sole Remedy.
If a Service becomes, or in Smartta AI's reasonable opinion is likely to become, the subject of an infringement claim, Smartta AI may, at its sole option and expense: (a) procure for Customer the right to continue using the Service; (b) modify or replace the Service so that it becomes non-infringing without material loss of functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate Customer's subscription to the affected Service and refund any prepaid fees covering the remainder of the Subscription Term. This Section 9.3 states Customer's sole and exclusive remedy for any claim of intellectual property infringement.
9.4 Indemnification by Customer.
Customer will defend Smartta AI against any claim by a third party alleging that any Customer Data or Customer's use of the Services in breach of this Agreement infringes such third party's intellectual property rights or violates applicable law, and will indemnify Smartta AI from any damages finally awarded against Smartta AI.
9.5 Indemnification Procedures.
The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SMARTTA AI ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT.
10.2 Exclusion of Consequential and Related Damages.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10.3 Resold Services Liability.
Smartta AI's total liability for issues arising from Resold Services is limited to the lesser of: (a) amounts recoverable from the third party, (b) fees received by Smartta AI for such services in the prior 3 months, or (c) $5,000 AUD per incident.
11. TERM AND TERMINATION
11.1 Term of Agreement.
This Agreement commences on the date Customer first accepts it and continues until all subscriptions have expired or have been terminated.
11.2 Term of Purchased Subscriptions.
The term of each subscription shall be as specified in the applicable Order Form and will automatically renew unless either party gives the other written notice at least 30 days before the end of the relevant Subscription Term.
11.3 Termination for Cause.
A party may terminate this Agreement for cause on 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
11.4 Effect of Termination.
Upon termination, Customer must cease using all Services.
12. CHANGES TO TERMS
Smartta AI may modify the terms and conditions in this Agreement at any time. If Smartta AI makes a material change, it will provide Customer with reasonable notice.
13. GENERAL PROVISIONS
13.1 Entire Agreement and Order of Precedence.
This Agreement is the entire agreement between Smartta AI and Customer regarding Customer's use of Services. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the DPA; (2) the applicable Product Addendum; (3) the applicable Resold Service Addendum; (4) the Service Level Agreement (SLA); (5) the applicable Order Form; (6) the General Product Terms; and (7) the body of this Agreement.
13.2 Relationship of the Parties.
The parties are independent contractors.
13.3 Waiver.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.4 Severability.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary.
13.5 Assignment.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent.
13.6 Governing Law and Venue.
This Agreement shall be governed by the laws of the State of New South Wales, Australia.
13.7 Manner of Giving Notice.
All notices related to this Agreement will be in writing.
13.8 Force Majeure.
Neither party will be liable for any failure or delay in performance due to a Force Majeure Event.
13.9 Dispute Resolution and Class Action Waiver.
Any dispute arising out of this Agreement will be resolved through final and binding arbitration. Claims may not be brought as a plaintiff or class member in any class or representative arbitration proceeding.