Membership Agreement

VENTURE CONNECT 

MEMBERSHIP AGREEMENT 

This Agreement was last updated on 10 July 2023. This Membership Agreement is entered into by and between the Stone and Chalk entity (“Stone and Chalk”, “Stone & Chalk” or “S&C”) and “you”, the customer identified in the Onboarding Form that references this Membership Agreement. 

The parties are bound by this Agreement as of the date  the Onboarding Form has been submitted by you to Stone & Chalk (Commencement Date).

OVERVIEW

Stone and Chalk is established to provide a network, linking businesses and entrepreneurs to services, facilities and stakeholders that will accelerate their innovation and growth. The company aims to promote a culture of innovation and entrepreneurship in Australia. 

Venture Connect is a subscription-based service offered by Stone and Chalk Limited. The service provides introductions between startups and scaleups to relevant corporations, corporate bodies and government authorities. 

  1. DEFINITIONS

1.1 THE FOLLOWING WORDS

Agreement As used herein, references to the “Agreement” means this Venture Connect Membership Agreement, all Onboarding Forms hereunder, subsequent amendments, and such other attachments and exhibits that are mutually executed by the parties’ authorised representatives. 

APP means an Australian Privacy Principle (as amended from time to time) under the Privacy Act.

**Business Day **means a day on which trading banks are open for business in Sydney, other than a Saturday or a Sunday or a public holiday.

Claim means a claim, action, proceeding, judgement or demand made or brought by or against a Party, however arising and whether present, unascertained, future or contingent.

Code of Conduct means the Stone & Chalk Code of Conduct. This Code of Conduct applies to all Directors, officers, members (including Venture Connect Members), employees, consultants, contractors and associates of S&C in their dealings with each other, suppliers, regulators and stakeholders and can be found at https://bit.ly/2UeLxmp.

Commencement Date means the date you submitted the completed Onboarding Form to Stone & Chalk. This is also the date that we will then commence working on the introduction to a corporate client.

Community Charter means the community charter governing Stone & Chalk’s residencies, which can be found at https://bit.ly/32tLN5u.

Consequential Loss means:

  1. all loss beyond the normal measure of damages; and
  2. all indirect loss, loss of revenue, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of data and lost opportunities.

Fees means fees charged by Stone & Chalk.

GST means GST as defined in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 as amended or any replacement or other relevant legislation and regulations.

Insolvency Event means, in relation to a body corporate, a liquidation or winding up or the appointment of a voluntary administrator, receiver, manager or similar insolvency administrator to that body corporate or any substantial part of its assets; in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors; in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or the occurrence of any event that has substantially the same effect to any of the preceding events. 

Intellectual Property means all rights conferred under statute, common law or equity in any jurisdiction, whether existing now or in the future and whether or not registered or registrable, in relation to trade marks, copyright, patents, patentable inventions, designs, trade secrets, circuit layouts, programming tools, object code, source code, methods, techniques, recipes, formulae, algorithms, modules, libraries and database rights, together with the right to apply for the registration or grant of any such intellectual property.

Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent.

Notice See Clause 14: Notice. 

Onboarding Form means the Venture Connect Onboarding Form provided by Stone & Chalk. 

Party an individual or group of individuals that compose a single entity which can be identified as one for the purposes of the law.

Personal Information has the meaning given to it in the Privacy Act and includes information, or an opinion, whether true or not, and whether recorded in material form or not, about an individual from which that individual’s identity is apparent or can reasonably be ascertained.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means Stone & Chalk’s Privacy Policy, located at https://www.stoneandchalk.com.au/privacy-policy. 

Response communication in relation to Notice being issued.

Tax Invoice means an invoice that qualifies as a tax invoice under the GST Act.

**Your IP **means all inventions, discoveries, computer software, processes, algorithms and improvements made by you during your Membership with Stone & Chalk (including 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 your involvement with Stone & Chalk ends.

2. GENERAL INFORMATION

2.1 General

This Agreement sets out the terms governing your Membership with Stone & Chalk.  

2.2 Structure

The Agreement is made up of the following parts:

  1. this Membership Agreement;
  2. the Venture Connect Onboarding Form; 
  3. the Stone & Chalk Community Charter; and
  4. the Stone & Chalk Code of Conduct.

2.3 Inconsistency

If there is an inconsistency between the parts of this Agreement, the part listed earlier prevails to the extent of that inconsistency. 

2.4 Interpretation

In this Agreement, headings are inserted for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:

  1. the singular includes the plural and vice versa;
  2. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  3. the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions; 
  4. a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority;
  5. all monetary amounts are in Australian dollars, unless otherwise stated and a reference to payment means payment in Australian dollars; and
  6. no provision of this Agreement will be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

3. YOUR MEMBERSHIP

3.2 Your Membership to the Venture Connect service provides you with introductions to relevant corporations, corporate bodies and government authorities that have indicated their interest in your product or service.

3.2 Minimum subscription & billing

  1. The minimum subscription period for Venture Connect membership is three (3) months, 
  2. Membership Fees will be billed monthly in advance and will continue to be billed monthly unless either Party provides written Notice of termination.

3.3 By submitting your Onboarding Form and checking your acceptance of our Membership Agreement you agree that;

  1. you have read and have accepted the terms of this Agreement; 
  2. we may send you information, documents, newsletters and invitations to events; and
  3. any information you provided in your application or to a Stone & Chalk representative (being an employee, consultant or ambassador) is true and accurate, and that you will promptly inform us if any of that information changes.

3.4 Conflict of interests

  1. Each member and their employees, contractors and agents, where practicable, have a duty to 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 members.
  2. If you believe you are undertaking business which conflicts with Stone & Chalk or another member you have an obligation to disclose that interest.  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). 
  3. The obligation to disclose conflicts of interest is ongoing. You agree to update Stone & Chalk as soon as possible if any significant changes occur to their or their immediate family/partner's interests.

4. FEES AND INVOICING

4.1 About your Fees

(a) Stone & Chalk will give you two (2) month’s Notice of any changes to your Fees.

(b) If you pay your Fees and do not use/participate in the introductory services, you will not be entitled to a refund of any Fees paid.

(c) If you do not pay your Fees when due, we will charge an additional fee on overdue balances. Stone & Chalk reserves the right to withhold services while there are any outstanding Fees.

(d) If you do not pay your Fees within twenty eight (28) days from the date the Fees were due, Stone & Chalk will issue you with an overdue Notice. If the Fees are then not paid within fourteen (14) days of receiving that Notice, we may terminate your Membership.

4.2 Taxes

Australian Goods and Services Tax (GST) is applicable on our membership fees. Where not explicitly stated our Fees are quoted GST exclusive.

5. INTELLECTUAL PROPERTY

5.1 Your intellectual property

Your IP will remain your property.  Nothing in this Agreement will grant Stone & Chalk any rights to Your IP unless such rights are expressly stated.

5.2 Indemnity

You warrant to Stone & Chalk the development and use of Your IP will not infringe any Intellectual Property rights belonging to any third-party, and (without limiting clause 11) indemnifies Stone & Chalk against all losses, liabilities and legal costs arising from any allegation of infringement.

5.3 Our intellectual property