Terms and Conditions for Smarty Software Ltd
Agreement to Terms: By using Smarty Software’s (“we,” “us,” or the “Company”) platform and services, you (“Customer” or “User”) agree to these Terms and Conditions. These Terms form a binding contract under English and Welsh law. We may update these Terms at any time, and continued use of the Service after changes constitutes your acceptance.
Definitions: “Service” means our SaaS marketing platform (including CRM, funnels, AI assistant, etc.). “Content” means any data or material you upload or generate in the Service. “User Content” means any material (including data, text, images, video, audio, or code) that you submit, upload, or generate using the Service. “Account” refers to your user account credentials. “Company Content” refers to our proprietary software and materials. All intellectual property in the Service remains our sole property.
User Eligibility: You represent that you are a business or individual legally capable of entering contracts. You are responsible for all acts under your Account. You must provide accurate contact and billing information and promptly update any changes. Protect your Account credentials; notify us immediately of any unauthorized use.
Service Description: We provide an online marketing and lead-management platform to business users. We strive to deliver continuous access but do not guarantee uptime. We may suspend or terminate access if you breach these Terms or for non-payment.
Fees, Payment and Free Trials: Services are provided on a subscription basis. You agree to pay all fees stated during sign-up through our payment processor (e.g. Stripe). Subscription fees are due in advance of each billing cycle. If a free trial is offered, you must cancel before the trial ends to avoid charges; if you provide payment details and are charged in error during trial, we will refund such charges. After trial, payments are non-refundable except as required by law. All fees and payments are in GBP (unless otherwise stated) and exclude VAT. We may change fees with notice.
No Refunds: Except as required by law or expressly provided (e.g. trial refunds), all payments are final. Because our customers are businesses, UK consumer refund rights generally do not apply. We do not offer refunds for unused service periods once charged.
License and Use of Service: We grant you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes. You may access the Service only by the methods we provide (e.g. our website or API). You agree not to sublicense, resell, or transfer the Service except as provided here. All Company Content (code, designs, documentation, trademarks) remains owned by us, and you gain no ownership rights. You grant us a non-exclusive, worldwide, royalty-free license to host, display, and process User Content solely to provide and improve the Service.
User Obligations and Restrictions: You must use the Service in compliance with all applicable laws. In
particular, you agree that you will not:
- Attempt to copy, modify, reverse engineer, or create derivative works of the Service.
- Use the Service to transmit any unlawful, infringing, defamatory, obscene or otherwise objectionable content.
- Circumvent security or authentication measures, or access others’ Accounts without permission.
- Introduce viruses, malware, malicious or harmful code into the Service.
- Share your login credentials or use multiple logins concurrently without authorization.
Intellectual Property: All intellectual property rights in the Service (including software, branding, templates, content) belong to Smarty Software or its licensors. You retain ownership of any data or content you upload. You grant us a worldwide license to use your data as needed to provide and improve the Service.
Disclaimer of Warranties: TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. We specifically disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing . We make no guarantee that the Service will be errorfree or uninterrupted.
Limitation of Liability: To protect both parties, our liability is strictly limited. In no event will our total liability (for any cause of action) exceed the fees you paid to us in the 12 months preceding the incident . We also exclude liability for indirect, incidental, consequential, special or punitive damages, including lost profits or business interruption, to the fullest extent allowed by law . This limitation applies even if we were advised of the possibility of such damages. Nothing in these Terms excludes liability for death or personal injury caused by our negligence or other liability that cannot be limited under English law. You are responsible for maintaining appropriate safeguards on your systems (e.g., access controls, endpoint security). We are not liable for security breaches caused by your own negligence.
Data Security and Breach: We implement reasonable security measures to protect your data, but no internet system is completely secure. We disclaim liability for any unauthorized access, use, or release of your data unless such breach results from our failure to meet our security obligations . In the event of a data breach, we will comply with UK GDPR and the Data Protection Act 2018, including notifying authorities and affected customers as required by law . Please note that under UK GDPR, both data controllers and processors can be held accountable for data breaches .
Communication Services: Our platform offers communication services, including but not limited to SMS, MMS, email, and voice call capabilities. By using these services, you agree to the following:
- Responsibility: You are solely responsible for the content and legality of communications sent through our platform, including obtaining necessary consents from recipients.
- Compliance: You will comply with all applicable laws and regulations governing communications, such as the Privacy and Electronic Communications Regulations (PECR) and the General Data Protection Regulation (GDPR).
- Call Recording: If you utilize call recording features, you must inform all parties involved and obtain necessary consents as required by law.
- Liability: We are not liable for any unauthorized, unlawful, or improper use of the communication services by you or any third party.
AI Features and Limitations: Our platform incorporates AI-driven functionalities, including but not limited to AI Employees, Conversation AI, Workflow AI, and Content AI, designed to automate and enhance various business processes. By utilizing these features, you acknowledge and agree that:
- Accuracy and Reliability: AI-generated outputs may not always be accurate, complete, or reliable. You are solely responsible for verifying the accuracy of any AI-generated content before relying on it.
- Compliance: You will use AI features in compliance with all applicable laws and regulations, including data protection and privacy laws.
- Liability: We disclaim all liability for any damages or losses arising from your use of AI features, except where such liability cannot be excluded under applicable law.
Indemnification: You agree to indemnify and hold harmless Smarty Software and its officers against any losses, damages, or costs arising from your misuse of the Service, violation of these Terms, or infringement of any third-party rights.
Termination: We may terminate these Terms and your access to the Service at any time with notice if you breach any provision. On termination, your rights to use the Service end immediately. We will delete or deactivate your data as described in our Privacy Policy.
Governing Law: These Terms are governed by the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the English courts for any dispute. In the event of a dispute, the parties will attempt to resolve it amicably before pursuing legal proceedings.
Contact: For any questions about these Terms or your account, contact us at support@smartysoftware.com or at Smarty Software Ltd, C/O B&F Services, 3 More London Riverside, London, United Kingdom, SE1 2RE, United Kingdom
Last updated: 07 June, 2025
