AI Sprint Terms & Conditions

1         Participation eligibility

1.1         Becoming an AI Sprint participant

Once you become an AI Sprint Participant, you are a part of the AI Sprint community. Please read our Constitution, Community Charter, Code of Conduct and your Offer Letter.

(a) By applying to be a AI Sprint Participant of Stone & Chalk, you confirm that:

     (i) you fulfil all relevant participation criteria set by the Organising Committee at your time of application (this is available at www.stoneandchalk.com.au and below in section 1.3);

      (ii) any information you provided in your application or to a Stone & Chalk representative (being an employee, partner or consultant) is true and accurate, and that you will promptly inform us if any of that information changes;

      (iii) Stone & Chalk may send you information, documents, newsletters and invitations

1.2        Participant obligations

By becoming an AI Sprint Participant you agree to being an ambassador of the AI Sprint community and the broader ecosystem. Accordingly, AI Sprint expects you as a AI Sprint Participant to:

      (i) align your AI solutions with Australia's official AI Ethics Principles which can be found at www.industry.gov.au/publications/australias-artificial-intelligence-ethics-framework/australias-ai-ethics-principles

     (ii) act and ensure your employees and representatives behave in accordance with any laws, regulations, or code of conduct set from time to time;

     (iii) be respectful of your fellow participants, corporate partners, any contractor or employee of Stone & Chalk, and the wider community;

     (iv) contact Stone & Chalk or a corporate partner in advance if you can no longer attend a meeting including but not limited to professional development sessions, events, office hours or demo days;

     (v) if requested by Stone & Chalk attend relevant external business development opportunities to increase your exposure in the ecosystem;

     (vi) provide to Stone & Chalk any new or updated company details, as soon as you become practically aware, including but not limited to employee details, nature of business, valuation, and business type;

     (vii) take reasonable steps with the support of Stone & Chalk to become corporate and investor ready.

1.3         Participant eligibility

The sprint is open to both individuals and entities holding an Australian Business Number (ABN). However, the following criteria must be met:

(a) Participants are required to have a Minimum Viable Product (MVP) of their idea.

(b) All entrants, whether participating individually or as part of a team, must be from a company that employs fewer than 20 full-time staff members.

1.4         Communications

Contact between you and Stone & Chalk must be in writing (preferably via email at community@stoneandchalk.com.au) if it relates to:

(a) changes to your participation, including any change to your category of participation; or

(b) termination of your participation under clause 1.4(c) of these Terms.

If there are any material changes to the services that we provide, Stone & Chalk will communicate with you in writing. We will give you at least 30 days' written warning of any change taking place (unless the change is required by law).

1.5         Termination and resignation

(a) We can terminate your AI Sprint participation at any time if, in our reasonable opinion:

     (i)  you or any of your employees have engaged in misconduct, including any conduct that prejudices the interests of Stone & Chalk;           

     (ii) you or any of your employees or representatives have failed to comply with any of the provisions of these Terms or you fail to agree to any updated Terms; or          

     (iii) you or any of your employees or representatives have not adhered to, in Stone & Chalk’s reasonable opinion, any of the membership obligations contained in clause 1.3.       

     (iv) your use of AI is not in accordance with Australia’s AI Ethics Principles. which can be found at www.industry.gov.au/publications/australias-artificial-intelligence-ethics-framework/australias-ai-ethics-principles

2 Conflicts of Interest

We need to work together to ensure that any conflicts of interest are avoided or disclosed.

2.1         Duty to avoid conflicts

Each AI Sprint Participant and their employees, representatives or independent contractors, must actively avoid engaging in behaviour that places themselves or their company in a position where their private interests (including but not limited other employment) conflict directly or indirectly with those of Stone & Chalk, corporate partners, or other AI Sprint Participants.

2.2       Disclosure of interests

(a) If you believe you are undertaking business which conflicts with Stone & Chalk or an other AI Sprint Participant you have an obligation to disclose that interest.

(b) Disclosures of conflicts will be dealt with in the following ways:

     (i) disclosures should be made to the Board, CEO or Company Secretary regarding material interests, positions and pecuniary interests, including those of an associate or close relative;

     (ii) a Register of Interests will be maintained by the Company Secretary and may be accessed by any Director, the Company Secretary and the CEO only; and

     (iii) any private information will be treated as confidential and in accordance with the Privacy Act 1988 (Cth).

The obligation to disclose conflicts of interest is ongoing. AI Sprint Participants are required to update the CEO or Community Manager as soon as possible if any significant changes occur to their or their immediate family/partner's interests.

3  Personal and confidential Information

Your privacy, personal and confidential information is important to us. We should work together to help keep your information, and the information of all our participants, safe.

3.1         Personal information

(a) We handle personal information in accordance with our Privacy Policy, which is located at www.stoneandchalk.com.au.

To ensure that everyone is aware of our Privacy Policy and their respective obligations, you agree to provide a copy of our Privacy Policy to your employees, consultants and representatives who provide personal information to Stone & Chalk on your behalf or whose information you provide to Stone & Chalk. You must ensure that your employees, consultants and representatives comply with the Privacy Policy

3.2         Confidential information

(a) It is your responsibility to ensure that your confidential information is secure. Stone & Chalk will not be liable for any unauthorised disclosure of your confidential information.

(b) If you acquire anyone else's confidential information through your involvement with Stone & Chalk (including Stone & Chalk's confidential information), you must not disclose or use it in any way unless the owner of that confidential information gives you permission, and you must inform and deliver to (if applicable) Stone & Chalk’s representative immediately.

3.3         Confidentiality obligation

(a) AI Sprint Participants including their employees or representatives must not disclose or use in any manner Confidential Information that they acquire during involvement with Stone & Chalk, unless the information is already legitimately public knowledge. This obligation continues to apply to AI Sprint Participants after they cease involvement with Stone & Chalk.

(b) All AI Sprint Participants including their employees or representatives involved in Stone & Chalk are required to preserve the principles of confidentiality outlined in this document and agree to confidentiality obligations.

3.4         Control of information and resources

(a) At a minimum AI Sprint Participants including your employees, contractors, or representatives must:     

     (i) return any Confidential Information, including any documents or confidential information on the request of Stone & Chalk, its representative or the relevant member; and 
     (ii) if requested by Stone & Chalk, its representative or the relevant member, destroy or delete any confidential information stored in electronic, magnetic or optical form so that it cannot be retrieved or reconstructed.

(b) You are responsible for protecting any Stone & Chalk and/or Participant Startup

     (iii) Member property and assets that are under your control and you should safeguard them from loss, theft and unauthorised use.     

     (iv) Stone & Chalk and/or AI Sprint Participant property and assets include cash, securities, business plans, third party information, intellectual property (including computer programs, software, models and other items), confidential information, office equipment and supplies belonging to Stone & Chalk and/or its members.

(c) You must not:

     (i) use Stone & Chalk and/or AI Sprint Participant assets for any unlawful purpose or unauthorised personal benefit;     

     (ii) remove Stone & Chalk and/or AI Sprint Participant property and documents from official Premises; and
     (iii) make improper disclosure, including inadvertent or careless disclosure, of competitive business strategies and plans, special methods of operation and other information that is of competitive value to Stone & Chalk or a member. If you are unsure whether information is of a confidential nature, seek advice from your manager before disclosure.

4         Intellectual Property

We know that IP is one of your most important assets – Stone & Chalk and program partners acknowledge they have no right or title to claim IP rights in any IP you develop during and after your membership with Stone & Chalk.

4.1         AI Sprint Participant intellectual property

(a) all inventions, discoveries, computer software, processes, algorithms and improvements made by a AI Sprint Participant during his or her participation with Stone & Chalk, remain the property of the AI Sprint Participant. 

(b) this means the AI Sprint Participant will hold all proprietary rights to intellectual property and trade secrets developed on the AI Sprint Participant’s behalf. This includes all ownership rights, copyright, exclusive rights to develop, make, use, sell, licence or benefit from any inventions, discoveries, processes and improvements made during and after an AI Sprint Participant's involvement with Stone & Chalk.

5         No Agency or Partnership

We are here to help support your startup, not our own.

(a) Nothing in these Terms is to be construed as constituting an agency, partnership, joint venture, or any other form of association with Stone & Chalk in which we are liable for your acts or omissions.

(b) You have no authority to incur any obligation or make any representation or warranty on behalf of, or to pledge the credit of, Stone & Chalk or represent that you speak on behalf of Stone & Chalk.

6         No Endorsement

We are here to help you stand on your own.

Neither Stone & Chalk nor program partners will endorse you, your business, your services or your products.

7         Liability and Indemnity

Stone & Chalk expects you to look after your own possessions. Stone & Chalk reminds you that to protect your possessions it is best practice to take them home as Stone & Chalk cannot help you monetarily if they are lost or stolen.

(a) Stone & Chalk excludes, to the maximum extent permitted by law, all liability for loss, consequential or damage which may arise as a result of or in connection with these Terms and your use of the Premises except in circumstances which Stone & Chalk has acted deliberately in causing the relevant loss or damage.

(b) To the extent permitted by law, we will not be liable for:

     (i) any indirect, incidental, special or consequential loss;     

     (ii) any loss as a result of Stone & Chalk’s failure to provide a service as a result of mechanical breakdown, strike, termination of Stone & Chalk's interest in the building containing the Premises;     

     (iii) any loss of or damage to intellectual property, confidential information or data, or loss or damage resulting from a breach of security; or    

     (iv) any loss of business profits, anticipated savings, or third-party claims.     

     (v) Stone & Chalk recommends that you seek independent third party advice and brokerage to insure against all such potential loss, damage, expense or liability.

(c) Where liability cannot be excluded, any liability incurred by us in relation to these Terms or your use of the Premises is limited at our discretion to the resupply of the goods or services, or (where applicable) repair or replacement or payment of the cost or having the goods or services resupplied, repaired or replaced, or otherwise to the extent provided for by the Australian Consumer Law.

(d) You agree to indemnify and hold us harmless from any and all liabilities arising out of these Terms.

(e) As part of our role, we may introduce you to third parties including but not limited to investors, service providers or mentors. Stone & Chalk is not liable for any disputes between you and those third parties and is not liable for loss or damage arising out of any of your dealings with those third parties.

(f) We may hold and invite you to events, including but not limited to conferences, networking evenings seminars, and workshops. Stone & Chalk is not liable for any loss or damage that you suffer in connection with those events, conferences, seminars or workshops, including your reliance on the content of those events, seminars or workshops.

8         Severability

Any provision of these Terms that is found to be prohibited by law or unenforceable is ineffective to the extent of the prohibition or unenforceability. If the words are to be severed and if this cannot be done, the entire provision is to be severed.

9        Governing Law

Your use of the Premises and these Terms are governed by the law of New South Wales and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales.

10        By accepting these terms, you;

(a) are agreeing on behalf of your company to be bound by them;

(b) warrant you have the requisite authority to bind your company to these terms (i.e.you are a director or authorised officer of the company); and

(c) warrant you will ensure all officers, employees, contractors and guests of your company read and comply with these terms.