Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are a binding agreement between you and noIM3 Pty Ltd (ACN 696 098 316), trading as noIM₃ ("noIM₃", "we", "us", "our"), a company incorporated in Australia with its registered office in Adelaide, South Australia.

By creating an account, accessing or using the website at noim3.com, the noIM₃ platform (the "Platform"), or by purchasing or receiving any Service from us, you agree to be bound by these Terms. If you do not agree, you must not use our website, the Platform or any Service.

These Terms apply to all users, including visitors, registered users, subscribers and clients engaging us for ACMA Services, Consulting or Training. We may modify these Terms from time to time; continued use after changes constitutes acceptance of the updated Terms.

2. Our Services

noIM₃ provides professional RF and electrical engineering services across four service lines (together, the "Services"):

• RF Tools — browser‑based, self‑service software on the Platform, including frequency planning, intermodulation analysis, point‑to‑point and HF link planners, Erlang and coverage tools, and BESS/solar design utilities, offered on subscription tiers (Standard, Pro, Elite, Enterprise).
• ACMA Services — automated RF frequency planning, coordination and spectrum‑intelligence services supporting applications under Australian Communications and Media Authority ("ACMA") land mobile and point‑to‑point licensing frameworks, including P2A and P2P assignments and, in future, lodgement under our Accredited Frequency Assignor ("AFA") accreditation.
• Consulting — bespoke engineering consulting services, scoped and priced under a separate Statement of Work, Consulting Agreement or equivalent written engagement ("SOW").
• Training — courses, workshops and learning materials delivered online or in person, booked through the Platform or under a separate written agreement.

Where a SOW, order form or other written agreement is signed for Consulting, ACMA Services or Training, that document prevails over these Terms to the extent of any inconsistency, but only in relation to that engagement.

We may modify, suspend or discontinue any feature, tool or Service at any time, with reasonable notice where practicable. We are not liable for any modification, suspension or discontinuation, except where required by law.

3. Eligibility and Accounts

The Services are intended for professional use by engineers, licensees, integrators, operators and organisations. You must be at least 18 years old and, where acting on behalf of an organisation, authorised to bind that organisation to these Terms.

When you create an account, you agree to:

• Provide accurate, current and complete information.
• Maintain and promptly update your account details.
• Keep your credentials secure and not share them with any third party.
• Accept responsibility for all activity occurring under your account.
• Notify us immediately of any suspected unauthorised use.

We may suspend or terminate accounts that breach these Terms, are inactive for an extended period, are linked to fraud or abuse, or that we reasonably consider create unacceptable risk to other users, the Platform or spectrum integrity.

4. Subscriptions, Fees and Payment

4.1 RF Tools subscriptions

RF Tools are offered on a subscription basis across Standard, Pro, Elite and Enterprise tiers. Current tiers, features, limits and pricing are set out on the Pricing page. We may modify pricing or tier inclusions with reasonable notice; changes apply from the start of your next billing period.

4.2 ACMA Services fees

ACMA Services are charged on a per‑order basis (for example, per P2A or P2P coordination) in accordance with the fees shown at the point of order. Our fees do not include ACMA apparatus licence fees, spectrum licence fees, or fees payable to third parties such as incumbent licensees or nominated licensees; those remain your responsibility.

4.3 Consulting and Training fees

Consulting fees are set out in the applicable SOW. Training fees are shown at the point of booking or in the applicable agreement. Unless stated otherwise, fees are exclusive of GST and payable in Australian dollars.

4.4 Billing and payment

Subscriptions are billed in advance on a recurring basis (monthly or annually as selected). Payment is processed by Stripe, our third‑party payment provider. By subscribing or placing an order, you authorise recurring or one‑off charges (as applicable) to your nominated payment method. We may suspend Services for overdue amounts after reasonable notice.

4.5 Cancellation and refunds

You may cancel your subscription at any time from your Account page. Cancellation takes effect at the end of the current billing period and you retain access until then. We do not provide refunds for partial billing periods or for ACMA coordination work that has commenced, except where required by law (including the Australian Consumer Law).

For Consulting and Training, cancellation and refund rights are set out in the applicable SOW or booking terms.

5. Acceptable Use

You must not, and must not permit any third party to:

• Use the Services in breach of any law, regulation or licence condition, including the Radiocommunications Act 1992 (Cth) and associated instruments.
• Infringe the intellectual property, privacy or other rights of noIM₃ or any third party.
• Upload or transmit harmful, offensive, misleading or unlawful content.
• Attempt to gain unauthorised access to any part of the Platform, its infrastructure, our databases, the admin console or other users' data.
• Reverse engineer, decompile, disassemble or otherwise attempt to extract the source code or underlying models of the Platform, including the noIM₃ frequency planning and scoring engines, except to the extent this restriction is prohibited by law.
• Use automated means (bots, scrapers, crawlers) to access the Platform, bulk‑extract the ACMA spectrum data surfaced by the Platform, or circumvent rate limits, without our prior written consent.
• Resell, sublicense or redistribute access to the Platform, or use a single account to provide services to multiple unrelated end clients, without an Enterprise or reseller arrangement with us.
• Use Platform outputs, coordination reports or other deliverables for fraudulent, misleading or harmful purposes, or misrepresent them as independent AFA assignments where no AFA lodgement has been performed.
• Interfere with, disrupt or impair the integrity, performance or security of the Platform.

6. ACMA Services — Specific Terms

In addition to the general Terms, the following apply to ACMA Services.

• Accurate inputs. You are responsible for the accuracy and completeness of the inputs you provide, including site coordinates, antenna details, equipment parameters, licensee details and intended use. We may rely on those inputs without independent verification.
• Authority to act. Where you place an order on behalf of a nominated licensee or end client, you warrant that you are authorised to do so and to share the relevant information with us, the ACMA, other AFAs and, where required, incumbent licensees.
• Director review and advisory nature. Until we hold AFA accreditation and lodge assignments directly, our ACMA coordination outputs are advisory deliverables subject to director review. They do not constitute an AFA frequency assignment, are not lodged with the ACMA by us, and do not of themselves authorise the use of any frequency.
• Regulatory decisions. The grant, variation, renewal or refusal of any licence is a matter for the ACMA. We do not warrant that any application based on our outputs will be granted.
• Conflicts of interest. We manage conflicts of interest in accordance with the noIM₃ Conflict of Interest Policy (noIM3‑POL‑COI‑001).
• Record‑keeping. We retain coordination records in line with AFA and regulatory record‑keeping obligations, as further described in our Privacy Policy.

7. Consulting — Specific Terms

• Each Consulting engagement is governed by a SOW that sets out scope, deliverables, timelines, fees, assumptions and any bespoke terms.
• Unless the SOW says otherwise, Consulting deliverables are provided for the exclusive use of the named client and may not be relied on by third parties.
• You are responsible for providing timely access to information, personnel and sites reasonably required for us to perform the work.
• Any advice given is based on the information available at the time and the assumptions stated. We are not obliged to update deliverables for subsequent events unless separately engaged to do so.

8. Training — Specific Terms

• Training is booked per seat or per cohort as described at the point of booking.
• Training materials are licensed to the enrolled individual for their own professional learning and may not be reproduced, redistributed or used to deliver competing training without our written consent.
• We may substitute instructors, change venues or move sessions online where necessary, and will give reasonable notice where practicable.
• Completion records or certificates (if any) evidence attendance or successful assessment only; they do not constitute a regulatory accreditation or licence.

9. Intellectual Property

The Platform, the noIM₃ frequency planning and scoring engines, the website, our documentation, training materials, templates, report formats and all related content and software (the "noIM₃ IP") are owned by noIM₃ or our licensors and are protected by Australian and international intellectual property laws.

Subject to these Terms and payment of applicable fees, we grant you a limited, non‑exclusive, non‑transferable, revocable licence to access and use the noIM₃ IP for your own internal professional purposes, including the preparation of licence applications, engineering designs and internal reports.

You retain ownership of the data and inputs you provide ("Client Data"). You grant us a non‑exclusive, worldwide licence to host, process and use Client Data for the purposes of providing the Services, supporting you, meeting our legal and regulatory obligations, and improving the Services (including in aggregated or de‑identified form that does not identify you).

Deliverables produced under a Consulting SOW are owned or licensed as set out in that SOW. Where an SOW is silent, we retain ownership of our tools, methodologies and background IP and grant you a perpetual licence to use the specific deliverable for the purpose for which it was commissioned.

10. Confidentiality

Each party must keep confidential any non‑public information disclosed by the other in connection with the Services, including technical designs, pricing, licensee details, network configurations and site information, and must only use it for the purposes of these Terms or the relevant engagement. This obligation does not apply to information that is public, already known, independently developed, or required to be disclosed by law, regulator or court order.

11. Disclaimer of Warranties

Subject to Section 13 (Australian Consumer Law), the Services and all outputs are provided "as is" and "as available" without warranties of any kind, express or implied, to the maximum extent permitted by law. In particular, we do not warrant that:

• Calculation results, coordination reports or other outputs are error‑free, complete or suitable for any specific purpose.
• The Platform will be uninterrupted, secure, timely or available at all times.
• Outputs will meet the requirements of the ACMA, any other regulator, or any third party.
• Third‑party data surfaced through the Platform (including ACMA RRL data, terrain data and antenna pattern data) is current, accurate or complete.

Engineering outputs must be reviewed and verified by a suitably qualified engineer before being relied on for regulatory submissions, safety‑critical decisions or commercial deployments.

12. Limitation of Liability

To the maximum extent permitted by law, and subject to Section 13, we are not liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, business, goodwill, anticipated savings, data or use, arising out of or in connection with the Services, even if advised of the possibility of such loss.

Our total aggregate liability to you arising out of or in connection with the Services in any 12‑month period is limited to the fees paid by you to us for the relevant Service in that 12‑month period, or AUD $1,000, whichever is greater. Separate caps apply to each Service line.

13. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded or limited.

To the extent we are permitted to limit our liability for a breach of a non‑excludable consumer guarantee in respect of Services that are not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to:

• Re‑supplying the Services; or
• Paying the cost of having the Services supplied again.

14. Indemnification

You agree to indemnify and hold harmless noIM₃ and its officers, directors, employees, contractors and agents from and against any claims, damages, losses, liabilities and reasonable expenses (including legal fees) arising out of or in connection with: (a) your use of the Services in breach of these Terms; (b) your Client Data, including any claim that it infringes a third party's rights; (c) your breach of any law or licence condition; or (d) any representation you make to the ACMA or a third party in reliance on our outputs that goes beyond their scope or qualifications.

15. Suspension and Termination

We may suspend or terminate your access to the Services immediately if you breach these Terms, fail to pay fees when due, or if we reasonably consider your use creates legal, regulatory or security risk. We may also terminate for convenience on 30 days' notice, in which case we will refund any pre‑paid fees for Services not yet delivered.

On termination, your right to use the Services ends. Provisions that by their nature should survive termination (including Sections 9, 10, 11, 12, 13, 14 and 17) will do so.

16. Force Majeure

Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, fires, floods, pandemics, acts of government, war, terrorism, strikes, failures of internet service providers, cloud infrastructure outages or widespread telecommunications failures. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of South Australia, Australia. Each party submits to the non‑exclusive jurisdiction of the courts of South Australia and courts competent to hear appeals from them for resolution of any dispute arising under these Terms. Before commencing proceedings (other than for urgent interlocutory relief), the parties must use good faith efforts to resolve the dispute by negotiation.

18. General

• Entire agreement. These Terms, together with the Privacy Policy and any applicable SOW, order form or booking terms, form the entire agreement between you and noIM₃ regarding the Services.
• Assignment. You may not assign these Terms without our written consent. We may assign them to a related body corporate or in connection with a sale of our business.
• Severability. If any provision is held unenforceable, the remainder of these Terms continues in full force.
• No waiver. Failure to enforce any right is not a waiver of that right.
• Notices. We may give notices via the Platform, by email to your registered address, or via noim3.com. You may give notices to us via noim3.com/contact or the email address in Section 19.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

19. Contact

noIM3 Pty Ltd (trading as noIM₃)
ACN: 696 098 316
ABN: 60 696 098 316
Registered address: 62 Hiller Rd Reynella, Adelaide, South Australia, 5161
Privacy contact: privacy@noim3.com
Web: noim3.com/contact

We aim to respond to questions about these Terms within 2 business days.