Terms

Last updated: 10 May 2026.

Smart Digital Services Pty Ltd (ABN 66 666 024 193) (“SDS”, “we”, “us”, “our”) provides this page in two parts. Part 1 governs your use of the website at smdservices.com.au. Part 2 is a plain-English summary of the SDS Managed Services Agreement (MSA), the contract that governs every paid engagement with SDS. Part 2 is informational. The signed MSA is the binding document.

Part 1, Website Terms of Use

1.1 Acceptance

By accessing or using the website you agree to use it for lawful purposes and in a manner that does not breach Australian law or infringe the rights of any other person. If you do not agree, do not use the site.

1.2 Intellectual property

All content on this website, text, graphics, logos, code, design, is owned by SDS or licensed to SDS. You may view and print it for personal, non-commercial use; any other reuse requires our prior written consent.

1.3 No warranties

The website is provided in good faith and on a best-efforts basis. We do not warrant that the information is complete, current or fit for any particular purpose. Pricing on this site is indicative; the binding figure for any engagement is the figure in the signed proposal or contract.

1.4 Limitation of liability

To the extent permitted by Australian law, SDS will not be liable for loss arising from your use of the website. Nothing in this section limits any rights you have under the Australian Consumer Law that cannot be excluded.

1.5 Linking

The website may include links to third-party websites. We do not control those sites and are not responsible for their content. A link is not an endorsement.

1.6 Governing law

These website terms are governed by the laws of New South Wales, Australia. Any dispute will be resolved in the courts of New South Wales.

Part 2, Service Engagement Terms

The plain-English summary below mirrors the substantive terms of the SDS Managed Services Agreement. The MSA itself contains the legally binding language plus any variations agreed during proposal. New customers receive the MSA as part of the proposal pack; existing customers can request a copy at any time by emailing hello@smdservices.com.au.

2.1 Engagement & relationship

When SDS is engaged to deliver services, the engagement is exclusive for the agreed scope and runs from the agreement date through to the end of the agreed minimum term. SDS provides services as an independent contractor; the agreement does not create a partnership, joint venture, or employer-employee relationship. The signing party warrants that they are authorised to bind their organisation to the agreement.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.2 Term and minimum commitment

SDS engagements run on 1-, 2-, or 3-year minimum terms. The chosen term is set out in the proposal you sign. Multi-year terms unlock published recurring-service and support discounts (typically 10% / 5% on a 2-year term and 20% / 10% on a 3-year term). If the engagement is terminated before the end of the minimum term due to customer default or an Insolvency Event affecting the customer, an Early Termination Amount is payable; the amount is calculated as the recurring monthly fees that would have been payable for the balance of the minimum term, less any costs SDS reasonably avoids and any amounts SDS reasonably recovers by mitigating loss. The Early Termination Amount is a genuine pre-estimate of loss, not a penalty.

On termination for any reason, the customer may request post-termination handover assistance to a new service provider. SDS provides such assistance for up to six months from termination, on payment of the applicable hourly rate, provided overdue amounts are paid first.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.3 Fees, billing & rates

SDS bills monthly in arrears for recurring service and support, plus any project work completed in the period. Standard payment terms are 30 days from the date of the tax invoice. Project work requires a non-refundable 10% deposit before commencement. Support time is logged in decimal hours and billed in 15-minute increments rounded up per ticket; this applies whether the time is consumed from your support pool or billed at the hourly rate. Hourly rates (ex GST, business hours): ad-hoc support $120/hr; project work $120/hr; vCIO ad-hoc $400/hr; onsite $250/hr. After-hours work is +50% of the business-hours rate. Hourly rates are reviewed periodically; SDS gives at least 30 days' written notice before any change takes effect.

If an invoice is not paid by the due date, SDS may apply default interest at the Reserve Bank of Australia cash-rate target plus 8% per annum (calculated daily) and may recover reasonable costs of enforcement, including debt-collection-agency, mercantile-agent, and legal costs on a solicitor-client basis to the extent permitted by law. The customer must pay all amounts owing without set-off, counterclaim, deduction or withholding except where required by law.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.4 Suspension of services

If an invoice remains unpaid for more than 14 days after the due date, SDS may suspend all or any part of the services without further liability. SDS is not required to resume suspended services until all overdue amounts, default interest and recovery costs are paid in cleared funds. Suspension does not relieve the customer of its payment obligations during the suspension period.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.5 Cancellation policy (appointments)

Scheduled work cancelled in writing more than 24 hours before the appointment is not charged. Cancellations with less than 24 hours' notice are charged at the scheduled rate. Time limits on services must be agreed in writing before the work starts; they cannot be applied retroactively.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.6 Service delivery, alterations and reporting

Support is reported through the channels SDS nominates during onboarding (typically email, phone and the customer portal). Severity-rated response and resolution targets are set out in the proposal. If the customer (or a third party) alters services, equipment, or systems managed by SDS without our prior written consent, the customer accepts the consequences; SDS is not responsible for problems caused by the alteration, and any work to remediate the issue is treated as a new project at standard rates. The customer must inform SDS of any additional hardware, peripherals or users added to the managed environment.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.7 Backup obligations

The customer is responsible for maintaining backups of critical software, documents and applications across servers, devices, and cloud platforms. Where SDS provides a managed backup service, we monitor backup jobs daily and assist with recovery; the customer is responsible for backup-media handling where applicable, and SDS cannot warrant the integrity of stored media on its own. Periodic test restores can be arranged on request and are billable at standard rates.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.8 Equipment, supplies and PPSA

SDS may purchase spare parts, equipment, supplies, accessories, or software at the customer's expense in the course of delivering services or a project. Costs above $2,000 in any single instance are quoted in advance unless urgent intervention is required. Title to goods supplied by SDS remains with SDS until the customer has paid all amounts owing for those items and all other amounts then due. Until title passes, the customer holds the items as bailee, must keep them identifiable and insured, and must allow SDS to recover them if payment is overdue, subject to law. The customer acknowledges that this clause creates a security interest under the Personal Property Securities Act 2009 (Cth), consents to SDS registering that security interest on the PPSR, and waives the right to receive certain PPSA notices to the extent permitted by law.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.9 Software licensing warranty

The customer warrants that any software it provides for SDS to install, configure or use has been legally obtained and is properly licensed. The customer indemnifies SDS for any installation, configuration or use of customer-provided software. The customer is solely responsible for licensing and purchasing software in their own environment.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.10 Limitation of liability

To the extent permitted by Australian law, SDS's total liability for direct damages is capped at the amount paid by the customer for services in the six months immediately preceding the event giving rise to the claim. SDS is not liable for any special, indirect, incidental, consequential or punitive damages, whether in contract, tort (including negligence), or any other legal theory. Nothing in this clause limits any rights the customer has under the Australian Consumer Law that cannot be excluded.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.11 Indemnity

The customer indemnifies SDS, its officers, employees, contractors and agents against losses arising out of or in connection with: the customer's breach of the agreement; a negligent or unlawful act or omission of the customer; instructions or materials supplied by the customer; alteration or misuse of services, equipment, software or systems by the customer; failure to maintain required licences or backups; failure to pay amounts when due; or any third-party claim arising from the customer's data, systems, users, software licensing or use of the services. The indemnity is reduced to the extent the loss is caused by SDS's fraud, wilful misconduct or negligence, and is subject to the limitation of liability above.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.12 Privacy

SDS handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Detail is set out in our Privacy Policy. Customers warrant that any personal information they disclose to SDS has been collected in accordance with the Privacy Act.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.13 Confidentiality

Each party keeps confidential the information it receives from the other and uses that information only for the purposes of the agreement. The obligation of confidentiality survives termination. The standard exceptions apply: information already known, in the public domain, lawfully received from a third party, or required by law to be disclosed.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.14 Intellectual property

The customer retains ownership of materials it provides to SDS and of materials prepared by SDS that are inherently customer-specific (for example, written documentation of the customer's environment, custom-developed code commissioned and paid for as a project). The customer grants SDS a limited licence to use those materials as necessary to deliver the services. SDS retains ownership of its pre-existing intellectual property, methodologies, templates, scripts, RMM configurations, internal frameworks, and grants the customer a perpetual, revocable, royalty-free licence to use SDS materials embedded in deliverables for the purpose for which they were delivered.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.15 Non-solicitation of employees

Customers acknowledge that SDS invests substantially in its engineering team. The customer agrees not to solicit, hire, employ, retain or contract with SDS employees (during the engagement and for six months after) without SDS's prior written consent. If a customer hires an SDS employee in breach of this clause, the customer pays SDS an amount equal to 50% of that employee's then-current annual salary.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.16 Notice, severability, entire agreement

Notices under the agreement must be in writing, delivered in person, by post, or by email to the addresses recorded in the proposal. Email is deemed received when it enters the recipient's inbox. If any provision is invalid in any jurisdiction, it is ineffective in that jurisdiction to the extent of the invalidity without affecting the remaining provisions. The signed agreement plus the executed proposal constitutes the entire agreement between the parties on its subject matter.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.17 Legal costs

In any action involving the enforcement or interpretation of the agreement, the prevailing party is entitled to its reasonable legal fees and costs (including appeal-related costs) in addition to any other relief.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.18 Governing law and jurisdiction

The agreement is governed by the laws of New South Wales, Australia. The courts of New South Wales have non-exclusive jurisdiction to settle any dispute arising out of or in connection with the agreement.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

2.19 Optional add-ons

Optional add-ons are governed by the same overall agreement plus the specific terms set out in the proposal:

• 24×7 Coverage. SDS responds to P1 incidents within 1 hour outside business hours. Work performed outside business hours under this addon is billed at the customer's support tier rate × 1.5, decremented from or invoiced against the support tier hour pool as applicable.
• vCIO Retainer. 4 hours per month of strategic IT advisory time with the designated SDS vCIO contact. Unused hours do not carry over. Additional vCIO time is available at $400 per hour, billed in 15-minute increments.

For binding language and any client-specific variations, see your signed Managed Services Agreement.

Contact

Smart Digital Services Pty Ltd · ABN 66 666 024 193 · 1300 111 737 · hello@smdservices.com.au