Terms of Use

Document ID: terms-of-use

Last updated on September 1, 2025

1. Conditions for the Use of Smartplace's Internet Site

This site is owned and operated by Smartplace Pty Ltd (ACN 639 781 678) ("Smartplace," "Smartta"). By accessing and using this site and related sub-domains (collectively, the "Site"), you signify your assent to these Terms of Use ("Terms"). If you do not agree to all of these Terms, do not use this Site.

Smartplace may revise and update these Terms at any time. Your continued usage of the Site will mean you accept those changes. Smartplace may also change, move, or delete portions of, or add to, the Site from time to time.

2. Relationship between Smartplace, Customer, and Authorized Users

Smartplace provides workforce governance services to businesses (each a "Customer"). The Customer may invite Authorized Users to join its instance. The Customer has separately agreed to Smartplace's Subscription Agreement ("Contract"). When an Authorized User submits content, the Authorized User acknowledges and agrees that the data is owned by the Customer and the Contract provides the Customer with choices and control over that data.

As between Smartplace and the Customer, the Authorized User agrees that it is solely the Customer's responsibility to:

• Inform the Authorized User of any relevant Customer policies and practices, and any settings that may impact the processing of the Authorized User's data
• Obtain any necessary rights, consents, or authorisations from the Authorized User that are necessary for the lawful use of their data and operation of the Services
• Ensure that the transfer and processing of data under the Contract is lawful
• Resolve any dispute with any Authorized User relating to, arising out of, or in connection with, the Services, the Authorized User's data, or these Terms

3. Copyright and Trademarks

All content and materials available on this Site, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations, and software, are the property of Smartplace or its licensors and are protected by Australian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as necessary for personal, non-commercial use or as expressly permitted in writing by Smartplace.

"Smartplace," "Smartta," and all related names, logos, product and service names, designs, and slogans are trademarks of Smartplace Pty Ltd. You must not use such marks without the prior written permission of Smartplace.

4. Disclaimer

ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SMARTPLACE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Smartplace makes no representations or warranties that the Site or the Services will be uninterrupted, error-free, or free of viruses or other harmful components, or that defects will be corrected. Smartplace does not warrant or make any representations regarding the use or the results of the use of any information, software, products, or services available through the Site in terms of their correctness, accuracy, reliability, or otherwise.

5. Limitation of Liability

IN NO EVENT SHALL SMARTPLACE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS HAVE ANY LIABILITY HEREUNDER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.

OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING WILL NOT LIMIT YOUR RIGHTS UNDER APPLICABLE LAW THAT CANNOT BE WAIVED OR LIMITED BY AGREEMENT, INCLUDING UNDER THE AUSTRALIAN CONSUMER LAW.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

6. Indemnification

You agree to defend, indemnify, and hold Smartplace, its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers harmless from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, arising out of or resulting from:

• Your breach of these Terms
• Your misuse of the Site or the Services
• Your violation of any applicable law, regulation, or third-party right
• Any content you submit, post, or transmit through the Services

7. Unlawful or Prohibited Use

As a condition of your use of the Site and the Services, you will not use the Site or Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Site or Services in any manner that could damage, disable, overburden, or impair any Smartplace server, network, or system. You may not attempt to gain unauthorised access to any part of the Site, the Services, or any other systems or networks connected to the Site.

You may not use any robot, spider, scraper, or other automated means to access the Site or Services for any purpose without our express written permission. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services.

8. Password Protection

You are responsible for maintaining the confidentiality of your password and account information and for restricting access to your computer or device. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that your password is kept confidential and secure. You should inform us immediately if you have any reason to believe that your password has become known to anyone else or if the password is being or is likely to be used in an unauthorised manner.

You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided. You agree that Smartplace shall not be liable for any loss or damage arising from your failure to comply with these obligations.

9. Dispute Resolution and Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration. The arbitration shall be administered in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA). The seat of arbitration shall be Sydney, New South Wales, Australia.

Class Action Waiver: TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Smartplace agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

10. General

These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia, without giving effect to any principles of conflicts of law. To the extent that any action relating to any dispute hereunder is for whatever reason not submitted to arbitration, each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms, together with the Privacy Policy and any other legal notices published by Smartplace on the Site, constitute the entire agreement between you and Smartplace concerning the use of the Site. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings.