Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your", "Customer") and NovaGate Pty Ltd (ABN/ACN as applicable) ("NovaGate", "we", "us", "our"), governing your access to and use of the NovaGate platform, website, APIs, and all related products and services (collectively, the "Services").

By creating an account, accessing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms, and "you" refers to that organisation.

If you do not agree to these Terms, you must not access or use the Services.

2. Description of Services

NovaGate provides a suite of cloud based software products including, but not limited to: authentication and identity management (NovaShield), property investment analysis (NovaProperty), AI powered assistant (NovaTwin), infrastructure capacity planning (NovaCloud), and related tools, APIs, documentation, and integrations (each a "Product", collectively the "Platform").

The availability of specific Products, features, and functionality may vary based on your subscription tier, geographic location, and applicable law. We reserve the right to modify, discontinue, or limit the availability of any Product or feature at any time, with or without notice.

3. Eligibility

You must be at least 18 years of age and capable of entering into a binding legal agreement to use the Services. By using the Services, you represent and warrant that you meet these requirements. The Services are intended for business and professional use. If you are a consumer, certain provisions of the Australian Consumer Law may apply and are not excluded by these Terms.

4. Account Registration and Security

To access certain features, you must create an account. You are solely responsible for:

• Providing accurate, current, and complete registration information
• Maintaining the confidentiality and security of your account credentials, including passwords, API keys, and access tokens
• All activities that occur under your account, whether or not authorised by you
• Notifying us immediately at hello@novagate.com.au of any unauthorised use or security breach

We are not liable for any loss or damage arising from your failure to maintain the security of your account. We reserve the right to suspend or terminate accounts that are inactive for an extended period, contain inaccurate information, or violate these Terms.

5. Acceptable Use Policy

You agree that you will not, and will not permit any third party to:

• Use the Services for any unlawful, fraudulent, or harmful purpose, or in violation of any applicable law or regulation
• Attempt to gain unauthorised access to any part of the Services, other accounts, computer systems, or networks connected to the Services
• Interfere with, disrupt, degrade, or impair the integrity, performance, or availability of the Services or any related infrastructure
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data models of any part of the Services
• Use automated tools (bots, scrapers, crawlers) to access, extract, or collect data from the Services without our prior written consent
• Upload, transmit, or distribute any malicious code, viruses, worms, Trojan horses, or other harmful content
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Use the Services to build a competing product or service, or to benchmark the Services for competitive purposes without our consent
• Sublicense, resell, rent, lease, transfer, or distribute the Services or any access thereto to any third party, except as expressly permitted
• Use AI powered features (including NovaTwin) to generate content that is illegal, harmful, misleading, defamatory, or infringes on the rights of others
• Attempt to circumvent any rate limits, usage quotas, security measures, or access controls
• Send unsolicited communications, spam, or bulk messages through the Services

We reserve the right to investigate and take appropriate action, including suspension or termination of your account, reporting to law enforcement, and pursuing legal remedies, for any violation of this Acceptable Use Policy.

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Services, including all software, source code, object code, algorithms, data models, APIs, documentation, text, graphics, logos, icons, images, user interface designs, and any other content or materials provided by NovaGate (collectively, "NovaGate Materials"), are the exclusive property of NovaGate Pty Ltd and are protected by Australian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Nothing in these Terms grants you any right, title, or interest in the NovaGate Materials except for the limited right to use the Services in accordance with these Terms. All rights not expressly granted are reserved.

6.2 Your Content

You retain ownership of any data, content, or materials you submit, upload, or transmit through the Services ("Your Content"). By using the Services, you grant us a non exclusive, worldwide, royalty free licence to host, store, process, and display Your Content solely as necessary to provide the Services to you. This licence terminates when you delete Your Content or your account, except to the extent required for backup, archival, or legal compliance purposes.

6.3 Feedback

If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you assign to us all rights in such Feedback and agree that we are free to use, disclose, reproduce, and commercialise such Feedback without restriction or compensation to you.

7. Subscriptions, Payments, and Billing

7.1 Subscription Tiers

Certain Products are available under free tiers with limited functionality. Access to additional features requires a paid subscription. The specific features, limitations, and pricing for each tier are described on our website and may be updated from time to time.

7.2 Billing

Paid subscriptions are billed on a recurring basis (monthly or annually) as selected at the time of purchase. By subscribing, you authorise us (or our third party payment processor) to charge your designated payment method for the applicable fees.

• All prices are in Australian Dollars (AUD) unless stated otherwise and are exclusive of GST unless indicated
• We may change pricing with at least 30 days' prior written notice; continued use after the effective date constitutes acceptance
• You are responsible for all applicable taxes, duties, and levies

7.3 Cancellation and Refunds

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refunds or credits will be issued for partial billing periods, unused time, or downgrade to a lower tier, except where required by the Australian Consumer Law or other applicable law.

7.4 Overdue Payments

If any amount is overdue, we may suspend your access to paid features until payment is received. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), compounding monthly.

8. Free Tiers, Beta Products, and Previews

Certain Products or features may be designated as "Free", "Beta", "Preview", "Early Access", or similar labels. These are provided "as is" without any warranty or service level commitment. We may modify, limit, or discontinue free, beta, or preview offerings at any time without notice or liability. Beta and preview features may contain bugs, errors, or inaccuracies and are not intended for production use unless expressly stated.

9. AI Powered Features

Certain Products (including NovaTwin) use artificial intelligence and machine learning technologies. You acknowledge and agree that:

• AI generated outputs may be inaccurate, incomplete, or inappropriate; you are solely responsible for reviewing and validating any AI output before relying on it
• AI features are provided for informational and productivity purposes only and do not constitute professional advice (financial, legal, tax, or otherwise)
• We do not guarantee the accuracy, reliability, or completeness of any AI generated content
• You must not use AI features to generate content that violates these Terms, applicable law, or the rights of third parties
• We may use anonymised and aggregated usage patterns to improve AI models, but we will not use Your Content to train AI models without your explicit consent

10. Data and Privacy

Your use of the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that you have read and understood our Privacy Policy.

Where you use the Services to process personal information of your own end users or customers, you are the data controller and we act as a data processor on your behalf. You are responsible for ensuring that your collection and processing of personal information through the Services complies with all applicable privacy and data protection laws, including obtaining all necessary consents.

11. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party ("Confidential Information") and not to disclose it to any third party except as required by law, with prior written notice where possible. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

12. Service Availability and Support

12.1 Availability

We use commercially reasonable efforts to maintain the availability of the Services but do not guarantee uninterrupted, error free, or secure access. The Services may be temporarily unavailable due to scheduled maintenance (for which we will endeavour to provide reasonable notice), emergency maintenance, force majeure events, or circumstances beyond our reasonable control.

12.2 Support

Support scope, response times, and channels vary by subscription tier and are described on our website. We are not obligated to provide support for issues arising from: (a) your misuse of the Services; (b) third party software or services; (c) modifications you have made to the Services; or (d) use of the Services in a manner not contemplated by our documentation.

13. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise.

We expressly disclaim all implied warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non infringement
• Any warranty that the Services will meet your requirements or expectations
• Any warranty that the Services will be uninterrupted, timely, secure, or error free
• Any warranty regarding the accuracy, reliability, or completeness of any content, data, or results obtained through the Services
• Any warranty arising from course of dealing, usage, or trade practice

NovaGate does not provide financial advice, tax advice, legal advice, or investment recommendations. Any financial projections, property analyses, or investment related outputs provided through the Services (including NovaProperty) are for informational purposes only and should not be relied upon as the basis for any financial or investment decision. You should seek independent professional advice before making any financial decisions.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right under the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall NovaGate, its affiliates, officers, directors, employees, agents, or licensors be liable for any:

• Indirect, incidental, special, consequential, exemplary, or punitive damages
• Loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings
• Cost of procurement of substitute goods or services
• Business interruption or loss of use
• Damages arising from unauthorised access to or alteration of your data or transmissions

regardless of the cause of action or the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), even if we have been advised of the possibility of such damages.

14.2 Aggregate Liability Cap

Our total cumulative liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the greater of: (a) the total fees paid by you to NovaGate in the twelve (12) months immediately preceding the first event giving rise to liability; or (b) one hundred Australian dollars (AUD $100).

14.3 Basis of the Bargain

The limitations and exclusions in this section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between you and NovaGate. The Services would not be provided to you without these limitations.

15. Indemnification

You agree to indemnify, defend, and hold harmless NovaGate Pty Ltd, its affiliates, and their respective officers, directors, employees, agents, and successors (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Your use or misuse of the Services
• Your Content, including any claim that Your Content infringes or misappropriates the intellectual property or other rights of any third party
• Your violation of these Terms or any applicable law or regulation
• Your negligence or wilful misconduct
• Any use of the Services by any person using your account

We will provide you with prompt written notice of any claim subject to indemnification and reasonably cooperate with your defence, at your expense. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, at your expense.

16. Termination

16.1 Termination by You

You may terminate your account at any time by following the account closure process in your account settings or by contacting us. Termination does not entitle you to any refund of prepaid fees.

16.2 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, if:

• You breach any provision of these Terms
• You fail to pay any amounts when due
• Your conduct is harmful to other users, the Services, or our reputation
• We are required to do so by law, regulation, or court order
• We reasonably believe your account has been compromised
• We discontinue the Services or any part thereof

16.3 Effects of Termination

Upon termination: (a) your right to use the Services ceases immediately; (b) we may delete Your Content and account data after a reasonable retention period (not less than 30 days), unless we are required by law to retain it; (c) any outstanding fees become immediately due and payable.

16.4 Survival

Sections relating to Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Confidentiality, Governing Law, and any other provisions that by their nature should survive, will remain in full force and effect after termination.

17. Dispute Resolution

17.1 Informal Resolution

Before initiating any formal proceedings, you agree to first contact us at hello@novagate.com.au and attempt to resolve the dispute informally for a period of at least 30 days.

17.2 Mediation

If the dispute cannot be resolved informally, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, New South Wales, in accordance with the ADC Mediation Rules. Each party shall bear its own costs of mediation, with shared costs split equally.

17.3 Litigation

If mediation does not resolve the dispute within 60 days, either party may commence proceedings in the courts of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of those courts.

17.4 Class Action Waiver

To the maximum extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, cyberattacks, or labour disputes.

19. Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and NovaGate and supersede all prior agreements, understandings, and representations.

20.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any term shall only be effective if in writing and signed by us.

20.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

20.5 No Third Party Beneficiaries

These Terms do not confer any rights or remedies on any third party.

21. Changes to These Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes by posting the updated terms on our website and, where practicable, by email to the address associated with your account. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and terminate your account.

22. Contact Us

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

NovaGate Pty Ltd
Email: hello@novagate.com.au
Sydney, Australia