Terms of Service

1. Acceptance of these Terms

These Terms of Service (“Terms”) form a binding agreement between Smart City Pty Ltd (“we”, “us”, “our”) and the entity or individual using the bizzMate service (“you”, “your”, or “Customer”). By creating an account, accessing, or using bizzMate (“the Service”), you agree to be bound by these Terms.

If you do not agree to these Terms, do not use the Service. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

2. About the Service

bizzMate is a multi-tenant customer relationship management software-as-a-service platform that enables businesses to manage contacts, organisations, sales pipelines, deals, leads, activities, and related workflows. The Service may include AI-assisted features powered by third-party AI providers.

The Service is provided through web and (where available) mobile interfaces accessed via smartcloudcrm.com and its associated subdomains.

3. Eligibility and account setup

To use the Service you must:

• Be at least 18 years of age.
• Be an authorised representative of a business or organisation. The Service is for business use only and is not intended for personal or consumer use.
• Not be located in a country or jurisdiction subject to applicable Australian sanctions.
• Provide accurate, current, and complete information when creating your account.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify us of any unauthorised use of your account.

4. Subscription, trials, and payment

4.1 Free trial

New workspaces are provided with a 15-day free trial of the paid features. The trial commences when you verify your email and begins on the date of activation. During the trial, you may use the Service subject to any usage limits described in the Service interface or in our published pricing.

4.2 Subscriptions

To continue using the Service after your trial expires, you must subscribe to a paid plan. Subscriptions are billed in advance, on a monthly or annual cycle as selected by you. Pricing is published on smartcloudcrm.com and may be updated from time to time with reasonable notice.

Payments are processed by Stripe. By providing payment information, you authorise us (and Stripe on our behalf) to charge the applicable fees to your payment method.

4.3 Plan changes

You may upgrade your plan at any time; upgrades take effect immediately and may result in a pro-rated charge. You may downgrade your plan at any time; downgrades take effect at the start of your next billing cycle.

4.4 Cancellation

You may cancel your subscription at any time from within the Service or by contacting us. Cancellation takes effect at the end of your current paid billing period; you will retain access to the Service until then.

4.5 Refunds

All payments are non-refundable except where required by applicable law. Pro-rated refunds may be granted at our sole discretion in exceptional circumstances.

4.6 Taxes

Fees are exclusive of GST and other applicable taxes, which will be added where required by law. You are responsible for any taxes other than those based on our net income.

4.7 Late payment and suspension

If a payment fails or is not received by the due date, we may suspend your access to the Service after reasonable notice. We may terminate your account if payment remains overdue for an extended period.

5. Acceptable use

You agree not to use the Service to:

• Violate any applicable law or regulation, including privacy, data protection, and anti-spam laws (including the Spam Act 2003 (Cth) and the CAN-SPAM Act).
• Send unsolicited bulk communications, marketing, or spam through bizzMate.
• Upload, store, or transmit content that is unlawful, harmful, threatening, defamatory, infringing, or otherwise objectionable.
• Upload or store payment card numbers, government identification numbers, sensitive health information, or other categories of sensitive personal information that the Service is not designed to handle.
• Attempt to gain unauthorised access to the Service, to other customers’ data, or to any underlying systems or networks.
• Reverse-engineer, decompile, or attempt to extract source code from the Service, except where permitted by law.
• Use automated means (bots, scrapers) to access the Service beyond the published APIs and documented integration methods.
• Use AI-assisted features to generate content that is illegal, harmful, deceptive, infringing of third-party rights, or that violates the policies of our AI sub-processors.
• Resell, sublicense, or otherwise commercialise the Service to third parties without our written consent.
• Interfere with, disrupt, or impair the operation of the Service or the experience of other customers.

We may suspend or terminate accounts that breach this section, with notice where practicable.

6. Customer Data and intellectual property

6.1 Your ownership of Customer Data

You retain all rights, title, and interest in the data you upload to, store within, or generate through the Service (“Customer Data”). This includes contacts, organisations, deals, leads, activities, files, and communications. We claim no ownership of Customer Data.

6.2 Your licence to us

You grant us a non-exclusive, worldwide, royalty-free licence to host, process, transmit, display, and otherwise use your Customer Data solely to provide the Service to you and as otherwise permitted by these Terms and our Privacy Policy.

6.3 Our intellectual property

We retain all rights, title, and interest in the Service itself, including all software, designs, trademarks, logos, documentation, and related intellectual property. Nothing in these Terms grants you any right to our intellectual property other than the limited right to use the Service in accordance with these Terms.

6.4 Feedback

If you provide us with suggestions, feedback, or ideas about the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use that Feedback without restriction or compensation.

7. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or that ought reasonably to be understood as confidential (“Confidential Information”). Customer Data is your Confidential Information. The Service itself, including non-public features and pricing, is our Confidential Information.

Each party agrees to protect the other’s Confidential Information using at least the same standard of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care. Confidential Information may be used only to perform under these Terms.

8. Service availability and modifications

We strive to provide the Service with reasonable availability but do not guarantee uninterrupted operation. The Service may be temporarily unavailable due to maintenance, updates, third-party provider outages, or events outside our reasonable control.

We may modify, suspend, or discontinue features of the Service from time to time. We will give reasonable advance notice of material changes that adversely affect existing functionality.

We may offer a service level agreement (“SLA”) to enterprise customers under separate written agreement. Absent such an agreement, no specific availability targets apply.

9. Third-party services and integrations

The Service relies on third-party providers, including the sub-processors identified in our Privacy Policy and any others we may engage from time to time. We are not responsible for the performance, availability, or actions of these third parties. Their respective terms and privacy policies apply to your use of their services through bizzMate.

If you choose to integrate the Service with other third-party tools (for example, via API or future native integrations), you are responsible for your use of those tools, and we are not responsible for their performance or any data they receive from or send to bizzMate.

10. Disclaimer of warranties

To the maximum extent permitted by law, the Service is provided “as is” and “as available”, without warranty of any kind, whether express, implied, statutory, or otherwise. We expressly disclaim all warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Service will meet your requirements, be uninterrupted, timely, secure, or error-free, or that any outputs of AI-assisted features will be accurate, complete, or suitable for any particular purpose.

Nothing in these Terms excludes or limits any rights you have under the Australian Consumer Law where those rights cannot lawfully be excluded.

11. Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, even if advised of the possibility of such damages.
• Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory of liability (contract, tort, statute, or otherwise) and survive termination of these Terms.

12. Indemnification

You agree to defend, indemnify, and hold harmless Smart City Pty Ltd, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service in violation of these Terms or applicable law.
• Your Customer Data, including any claim that your Customer Data infringes the rights of a third party or violates applicable privacy laws.
• Your acts or omissions, or those of users you authorise to access your workspace.

13. Term and termination

These Terms commence when you accept them or begin using the Service and continue until terminated.

You may terminate these Terms at any time by cancelling your subscription and deleting your workspace.

We may terminate these Terms or suspend your account if:

• You materially breach these Terms and fail to cure the breach within 14 days of written notice (where the breach is curable).
• You fail to pay fees when due and the failure continues for 14 days.
• Your use of the Service poses a security, legal, or operational risk to us, other customers, or the Service.
• Required to do so by law.

Upon termination, your right to access the Service ends. We will retain Customer Data for 30 days following termination, during which you may export it. After 30 days we may delete Customer Data, except to the extent we are required by law to retain it.

Sections that by their nature should survive termination (including but not limited to sections on Customer Data ownership, intellectual property, confidentiality, disclaimers, liability, indemnification, and governing law) survive termination.

14. Governing law and dispute resolution

These Terms are governed by the laws of the State of Queensland, Australia, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved through the following process:

• First, the parties will attempt to resolve the dispute through good-faith negotiation between authorised representatives.
• If unresolved after 30 days, the parties will attempt mediation under the rules of the Resolution Institute (Australia).
• If mediation does not resolve the dispute, either party may submit the dispute to the courts of Queensland, Australia, which have exclusive jurisdiction. Each party irrevocably consents to that jurisdiction and venue.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

15. Changes to these Terms

We may update these Terms from time to time. For material changes, we will provide notice by email and via the Service at least 30 days before the changes take effect. Continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes.

If you do not accept revised Terms, you may terminate your subscription before they take effect; in that case, we will refund any pre-paid fees attributable to the period after termination.

16. General provisions

16.1 Entire agreement

These Terms, together with the Privacy Policy and any order or pricing terms you accept, constitute the entire agreement between the parties with respect to the subject matter and supersede any prior or contemporaneous agreements, communications, or representations.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

16.3 Waiver

No failure or delay by us in exercising any right under these Terms operates as a waiver of that right, nor does any single or partial exercise preclude any further exercise.

16.4 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of our assets.

16.5 No agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

16.6 Force majeure

Neither party will be liable for failure or delay in performance to the extent caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, government actions, or third-party service outages.

16.7 Notices

Notices under these Terms will be sent to the email address associated with your account (for notices to you) or to the email address listed in section 17 (for notices to us). Notices are deemed given when delivered.

17. Contact

If you have questions about these Terms, please contact us: