UNSW Sydney Founders Program Terms and Condition

Purpose

The purpose of these Terms and Conditions is to set the contractual basis for your relationship with UNSW Sydney (UNSW) in relation to your participation in a UNSW Founders Program (Program). You agree that UNSW will provide you and/or your startup with advice, guidance and support (Services) and you will provide information, complete tasks, and fulfil commitments (Responses) on the basis of the following Terms and Conditions. By using the Services, you are deemed to have accepted these Terms and Conditions.

Work and Responsibilities

1.        You and UNSW will mutually agree the scope of the Services and the Responses from time to time.

2.        You agree that the Services are provided on a pro-bono basis and that you will be responsible for paying any third-party expenses directly.

3.        You agree that you will provide UNSW with complete, accurate and timely responses and conduct yourself to a professional standard.

4.        You must ensure that, while on UNSW premises, you will comply with all lawful and reasonable directions given by UNSW or by its personnel concerning:

a.        the security and the health and safety of any person;

b.        the use of any equipment, materials or facilities (such as laboratories); or

c.        the use of any computer, electronic or telecommunications device, software, databases or on-line services.

5.        You agree that you will comply with the rules, codes of conduct and policies of UNSW including but not limited to:

a.        UNSW Code of Conduct

b.        Intellectual Property (IP) Policy

c.        Conflict of Interest Policy

d.        Health and Safety - Work Health and Safety Policy

e.        Equity and Diversity Policy Statement

f.        IT Policies

to the extent that is applicable and is not inconsistent with the terms of this agreement. Copies of the policies and important information can be found on the UNSW website.

6.        The Services are provided to you solely for your benefit. You agree not to copy or give any Service outputs to any other persons or entities unless UNSW consents in writing.

Intellectual Property

7.        Nothing in this agreement affects the ownership of Background Material contributed by a party for use in the Program.

8.        If UNSW provides you with any material belonging to a third party, UNSW will notify you of any conditions attached to the use of such material and you must use this material only in accordance with those conditions.

9.        Each party is responsible for the safe-keeping of any Background Material or other material that is provided to it in the course of the Program.

10.        Any new IP in the Program Material will belong to you from the time such IP is created. UNSW and its sub-contractors may use the Program Material for the purposes of the Program and for continuing research and education purposes

Liability

11.        You warrant that any use of your Background Material or Program Material by UNSW or its subcontractors in the course of the Program will not infringe any third party's IP.

12.        You acknowledge that you:

a.        exercise any right to make use of any Background Materials made available to you at your own risk;

b.        exercise any right to exploit or commercialise any Program Material at your own risk;

c.        must use your own judgement as to the applicability and fitness for purpose of the Background Material and Program Material;

d.        will make your own enquiries to determine that the exercise of any right to exploit or commercialise the Program Material does not infringe any third party's IP; and

e.        will make your own enquiries and use your own judgement as to the applicability and fitness for purpose of any advice or information provided by UNSW or its subcontractors in the course of the Program.

13.        UNSW makes no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability or suitability of the Services or the Program or any information or advice provided to you as part of the Program. You hereby acknowledge that such information and materials may contain mistakes, inaccuracies or errors and UNSW expressly excludes any liability for such to the fullest extent permissible by law.

14.        UNSW excludes all terms, conditions, guarantees and warranties that otherwise apply by custom, the general law or statute in connection with this agreement, except to the extent the exclusion of which would contravene any statute or cause this clause to be void or unenforceable.

15.        To the extent permitted by law, UNSW's liability for all claims (for negligence or otherwise), directly or indirectly connected with the Services, is limited to the cost of re-supplying the Services or, if a higher limit is enforceable at law, that limit.

16.        To the extent permitted by law, UNSW will not be liable for any special, indirect or consequential damages, loss of anticipated profits or loss of revenue, arising from this agreement.

17.        Each party's liability under this agreement is reduced to the extent that any damages, liability, loss or costs arises from, or is attributable to, any negligent or unlawful act or omission of the other party or its officers, employees, agents or contractors.

PRIVACY

18.        The University is collecting your personal information in order to provide you with the Services. It will also be used for statistical analysis of the Services. The information collected will be accessible by University staff for the purpose of administering the Services. If you choose not to provide the personal information requested, the University may be unable to provide you with information concerning the Services. You can request access to and the correction of information we hold about you by contacting the DVC Enterprise Entrepreneurship Office via founders@unsw.edu.au The University will handle your personal information in accordance with the UNSW Privacy Management Plan, which is available from https://www.unsw.edu.au/assurance-integrity/legal-compliance

Termination

19.        UNSW may terminate the Services by 7 days' notice in writing.

20.        On termination, you must immediately return all UNSW Background Materials in your possession.

Branding

21.        You may not use UNSW's name or trademarks without UNSW's prior written consent.

22.        UNSW may use your name or trademarks in relation to the Program in a list of partners, in promotional material for the Program and to promote you. Upon request, you will provide a current version of your logo to UNSW to use in accordance with this agreement. UNSW must not otherwise use your name or trademarks without your consent.

General

23.        This agreement and the circumstances surrounding it do not create any relationship of employment, partnership or agency between you and UNSW.

24.        This agreement is governed by the law of the State of New South Wales.

25.        All decisions made by UNSW Founders in relation to its programs are final.

Definitions

26.        Background Material means material owned or controlled by a party (together with any IP in same) that has been developed independently of the relevant Program and is made available by that party for the Program.

27.        Program Material means all material brought or required to be brought into existence by you as part of or for the purposes of the Program.

28.        IP means any rights in any existing or future copyright work, patentable invention, design, circuit layout, new plant variety, trademark, know-how or trade secret.