These Standard Terms and Conditions govern all hardware purchases, rentals, software usage, and subscription services supplied by Trolley Data Management Network Pty Ltd (TDMN), including sMart Lock™, sMart Track™, CartR™, and all related applications, systems, and services.
These Terms form a legally binding agreement between TDMN and the Client.
Where a client-specific Agreement or Term Sheet has been signed or otherwise formally accepted, that document shall take precedence.
In the absence of such a document, these Terms govern all commercial transactions between TDMN and the Client in full.
By using our hardware or software, requesting installation, or submitting payment, the Client accepts these Terms, whether or not a separate agreement is signed.
Please review the agreement below.
1. AGREED TERMS
TDMN agrees to supply hardware, software, and related services, and the Client agrees to purchase or subscribe to such services, on the terms set out in this document.
2. INCLUSIONS
Unless otherwise agreed in writing, the following are included:
- Customer-facing mobile applications (iOS & Android) – sMart Lock only
- Team member mobile applications (iOS & Android)
- Secure cloud-based dashboard, hosting, data storage, and IoT services
- Remote training
- App store compliance and security management
- Limited support during business hours (Mon–Fri, 9am–5pm AEST)
3. EXCLUSIONS
Spare parts
Acts of vandalism
Freight (domestic & international)
Duties, taxes, and customs fees
Batteries
On-site callouts unless separately quoted
4. DEFINITIONS
Hardware
Physical devices supplied by TDMN, including sMart Lock units, gateways, trackers, and accessories.
Software / SaaS
Access to mobile applications, dashboards, data services, hosting, analytics, and related cloud functionality.
Client Responsibilities
- Timely payment of all invoices
- Providing site access for installation
- Maintaining hardware in good condition
- Complying with all relevant local laws
- Ensuring timely trolley retrieval and site operations
Freight
Includes shipping, handling, duties, taxes, and associated charges.
Sales Generated Through the App
Revenue generated by the Client through TDMN systems, excluding taxes or refunds.
5. PRICING
All quoted prices are fixed for 12 months from the date of quotation or agreement.
After 12 months, TDMN may apply CPI (All Groups, Australia) adjustments with 30 days’ written notice.
6. TERMS & CONDITIONS
Proposals are valid for 14 days unless stated otherwise.
Errors and omissions are excepted.
TDMN is not liable for vendor stock withdrawal or discontinued components.
7. CONFIDENTIALITY
Each party must maintain confidentiality of all commercial, technical, and operational information.
8. GST
Goods and Services Tax (GST) applies in accordance with ATO requirements.
9. ADDITIONAL EQUIPMENT
Any additional hardware, accessories, branding, or upgrades may incur extra charges and must be confirmed in writing.
10. TERMINATION
Either party may terminate with 90 days’ written notice.
If the Client terminates:
- All TDMN hardware must be returned within 14 days in working condition.
- The Client is responsible for removal and return costs.
- If termination occurs within the first 12 months, the Client must reimburse TDMN for unrecoverable costs, including:
- app development
- system setup
- server configuration
- installation
- software customisation
Software access ceases immediately upon termination.
If the Client fails to return TDMN hardware within 14 days, or returns it damaged, TDMN may invoice the Client for the full replacement cost of the equipment.
Nothing in this clause limits the Client’s obligation to honour the 36-month minimum term in Section 20.
11. INTELLECTUAL PROPERTY
All intellectual property in hardware, software, firmware, data, designs, and brand assets remains the exclusive property of TDMN.
No rights are transferred or licensed other than the limited right of use under these Terms.
12. WARRANTY
Hardware carries a 12-month manufacturer’s warranty from installation.
Excludes:
- misuse
- accidental damage
- environmental damage
- vandalism
- unauthorised repair
- improper maintenance
13. OWNERSHIP & BRANDING
All product names, trademarks, and associated IP belong to their respective owners.
Client branding added to apps remains the Client’s property; the underlying systems remain TDMN IP.
14. FREIGHT
Charged at cost + 15% handling.
Quotes provided upon request.
15. GOVERNING LAW
These Terms are governed by the laws of New South Wales, Australia.
Any disputes are subject to NSW jurisdiction.
16. LIMITATION OF LIABILITY
TDMN’s maximum liability is limited to the total amount paid by the Client in the 12 months preceding the claim.
TDMN is not liable for:
indirect or consequential loss
operational losses
trolley retrieval issues
loss of revenue
17. PAYMENT TERMS
Hardware: Payable in full upon order
Monthly SaaS:
- Domestic clients: Monthly in advance
- International clients: 12 months in advance
Payment period: 14 days from invoice date
Late payment: Interest at 20% p.a. (or maximum lawful rate), calculated daily
Non-payment: TDMN may suspend software or hardware functionality
Suspension does not waive or reduce the Client’s obligation to pay fees for the full 36-month term.
Debt recovery: Client liable for recovery and legal costs
18. MULTI-SITE OPERATION
These Terms apply to all locations owned, operated, managed, or controlled by the Client unless separate written agreements exist.
For each site:
Adding new sites constitutes acceptance of these Terms for those sites.
The commencement date for each site is defined in Section 20.
The commencement date for each site is defined in Section 20.
19. DEEMED ACCEPTANCE
The Client is deemed to accept these Terms upon any of the following:
- Written, verbal, or electronic approval
- Placement of a purchase order
- Request for installation
- Use of any TDMN hardware or software
- Any form of payment to TDMN
- Continuing to use services after receiving the Terms
This clause is enforceable under Australian common law, including Empirnall Holdings v Machon Paull.
20. TERM DURATION
Acceptance of these Terms creates a minimum contract term of 36 months for each site individually.
The 36-month term for each site commences on the date TDMN hardware or software is first installed, activated, or made available for use at that site, whichever occurs first.
This minimum term applies separately to every site where TDMN hardware or software is deployed or used.
This clause survives termination unless expressly waived by TDMN in writing.
21. VARIATION
All variations or amendments must be agreed in writing.
No verbal modifications are valid.
22. ENTIRE AGREEMENT
These Terms represent the entire agreement between TDMN and the Client unless a separate signed document overrides them.
END OF TERMS
Kind regards,
Trolley Data Management Network Pty Ltd
Important Disclaimer:
These Standard Terms represent the minimum legal conditions under which Trolley Data Management Network Pty Ltd (TDMN) supplies its hardware, software, and subscription services. Where a separate client-specific agreement or term sheet has been signed or otherwise formally accepted, that document shall override these Standard Terms for the applicable site(s) or services. In the absence of such a document, these Standard Terms govern all installations, subscriptions, and equipment use across all client locations and transactions.