Innovate with nbn® Grants Program Terms and Conditions of Participation
1. nbn® co ltd ABN 86 136 533 741 (“nbn”) has established the ‘Innovate with nbn® Grants Program (“Program”) to support innovation by regional businesses.
2. nbn is managing the Program in partnership with the Regional Australia Institute Limited (“the Program Partner”).
3. This document sets the terms and conditions for your application (“Application”) for an Innovate with nbn® grant (“Grant”) and your use of the Grant funds.
4. Your submission of the Application or receiving of any funds under a Grant is deemed acceptance of these terms and conditions. If you accept these terms or conditions, submit an Application or receive Grant funds on behalf a company or other legal entity, you represent that you have authority to bind such entity and its affiliates to these terms and conditions, in which case the term ‘you’ in subsequent clauses shall refer to such entity and its affiliates. In these terms and conditions, “Personnel” means, in relation to a person, the officers, employees, contractors (including subcontractors) and agents of that person and, in the case of nbn, the Program Partner.
5. Instructions about the application process, grant eligibility and criteria, process for judging and other key information are set out on the Program website at www.innovatewithnbn.com.au. In the event of any discrepancy between information material and the following terms and conditions, these terms and conditions will prevail.
Eligibility
6. You warrant that you meet the eligibility criteria set out on the Program website at www.innovatewithnbn.com.au, and that:
a. you are an Australian business located in regional Australia connected to the nbn® network, with a valid Australian business number, verifiable regional business address and corresponding Australian bank account;
b. you are not an associate of nbn or of the Program Partner;
c. you are not provider of retail end-users carriage services;
d. you and your Personnel have not been and will not be involved in the judging process or otherwise in the provisions of services in connection with the Program;
e. you have not previously been awarded an Innovate with nbn® (or similar) grant under the Program;
f. other than those which have been disclosed to nbn, to the best of your knowledge at the date you submit your Application, neither you or your officers have any actual, perceived or potential conflicts of interest in relation to the Program; and
g. you have not filed for bankruptcy, become insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration in the past 5 years or been subject to court proceedings in the past 5 years.
Information and content provided by you
7. You warrant that anything you include in your Application is true and correct.
8. You warrant and consent to nbn verifying the address you have provided during the application process for the purpose of confirming your eligibility in the program.
9. You warrant that you own all rights in the material submitted as part of your Application or shared with nbn while conducting the project covered by the Grant (“the Project”) or in connection with the Program, and none of this material will infringe any third party’s rights.
10. You must not, and must ensure your Personnel do not, upload unlawful or inappropriate content in any format, including obscene, deceptive, pornographic, racially offensive, slanderous, defamatory, illegal, malicious, harmful or threatening content.
11. If you share with nbn any personal information about a third party as part of your Application or in the course of your Project, you must first ensure that the third party has been provided all required notices and has consented to such disclosure.
12. nbn will not disclose any information that is contained in the material submitted as part of your Application or shared with nbn in the course of the Project or in connection with the Program that you have indicated is confidential, except:
a. with your prior consent;
b. to its Personnel, affiliates and their Personnel, professional advisers, and insurers on a need to know basis for the purposes of these terms and conditions;
c. where compelled to do so by law;
d. on the written instructions or request of either of its shareholder Ministers; or
e. without limiting any of the above, to nbn’s Personnel for the purpose of them being able to discuss with you other potential opportunities for nbn to work with your business and discover new opportunities if you provided prior consent and your Application was unsuccessful.
Grant award and payment
13. nbn reserves the right not to award a Grant if there are no eligible applicants or the judging panel established in accordance with the process described on the Program website at www.innovatewithnbn.com.au determines that no applicant addresses the Grant criteria at a satisfactory level.
14. If your Application is successful, the Program Partner on behalf of nbn will transfer the Grant funds by electronic funds transfer into the bank account listed in your Application or another Australian bank account specified by you.
15. Unless otherwise expressly stated, any amount paid in connection with the Program is inclusive of all taxes, levies, rates, charges and imposts of any kind, but excluding GST. If any supply (or deemed supply) under these terms and conditions is a Taxable Supply, then the party making the supply may, at the same time that an invoice is rendered for the agreed consideration for the Taxable Supply, recover the amount of GST payable on that Taxable Supply, subject to the issue of a valid Tax Invoice. Unless the context indicates otherwise, terms used in this clause 14 which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as in that Act.
Grantee’s obligations
16. If you receive a Grant, you must:
a. comply with all applicable laws, nbn policies and procedures notified by nbn from time to time and reasonable directions by nbn;
b. spend the Grant funds by 31 December 2024 and only for the purpose of performing the Project;
c. submit a Project acquittal report within one (1) month of Project completion or termination or by 30 January 2025, whichever comes earlier, including evidence of how you used the Grant funds, how you met and measured your Project outcomes, what was achieved, and who benefited;
d. maintain adequate financial and operational records for the Project, including original receipts of purchases made with Grant funds (“Project Records”), and keep these records for 1 years after Project completion or termination;
e. provide, within 5 business days (unless otherwise specified) of it being requested by nbn, any information relevant to Project and the receipt and expenditure of the Grant that nbn requires to:
i. verify and assess your Application;
ii. verify your compliance with these terms and conditions, including in receiving and spending the Grant funds;
iii. administer, monitor, report on, audit, publicise, and evaluate the Program; and
iv. exercise its rights under these terms and conditions.
f. at all reasonable times and upon reasonable notice being given, co-operate fully with any audit, including giving reasonable access to your premises, records and material relevant to the Project and the receipt and expenditure of the Grant, and permitting nbn to take copies;
g. promptly take any reasonable action required by nbn to rectify any error, non-compliance or inaccuracy identified in an audit; and
h. cooperate on promotional activities and case study projects as reasonably directed by nbn, including by obtaining required consents, and you allow nbn to contact you in relation to such promotional activities.
Intellectual Property
17. These terms and conditions do not affect the ownership of the intellectual property in any material developed independently of these terms and conditions.
18. You own all intellectual property rights in material created by you as a result of undertaking your Project.
19. You grant to nbn an exclusive royalty free, perpetual, irrevocable, transferable and assignable licence (including a right of sub-licence) to use, reproduce, modify, adapt, develop, maintain and exploit all rights, including intellectual property rights, in any material submitted as part of your Application or which you must provide or make available to nbn for reporting purposes under these terms and conditions (including the records and reports listed at clause 15) (“Activity and Reporting Material”). To avoid any doubt, nothing in these terms and conditions operates to give nbn any rights in respect of any material (other than Activity and Reporting Material) created or developed by you as a result of or in the course of your Project.
20. You grant to nbn a non-exclusive, royalty free, perpetual, irrevocable, transferable and assignable licence (including a right of sub-licence) to use your logo, business identity, details about your business in any way which promotes the Program.
21. To the extent individuals are entitled to assert any moral rights in or to the material described at clauses 18 and 19, you will ensure that these individuals give all necessary consents in writing authorising nbn to do any act or omission that would otherwise infringe that individual’s moral rights as required to exercise its rights under clauses 18 and 19.
Communicating about the Program
22. You will not make any public announcement, including by social media, in connection with the awarding of the Grant or the Program:
a. without nbn prior written approval; or
b. in any way that indicates or implies a connection, affiliation, endorsement or other relationship between nbn and you or involvement of nbn in your Project.
23. You will acknowledge nbn’s support in all material, publications and promotional and advertising materials published in connection with the Program, in a form to be advised by nbn.
24. If your application is successful:
a. nbn may make such public announcements, including by social media, in connection with the Grant, your Project and the Program as nbn deems appropriate in its absolute discretion; and
b. you will co-operate with any reasonable request by nbn in connection with the use or promotion of the Project.
Variation and Revocation of Grant
25. You must notify nbn of any changes or circumstances that affect the information included in your Application, the warranties provided by you (including under clauses 6 and 7) and ability to spend the Grant in accordance with these terms and conditions.
26. nbn may cancel or reduce the scope of any Grant at any time before awarding it.
27. nbn may by written notice revoke the Grant if:
a. you breach these terms and conditions (including the warranties under clauses 8 and 7);
b. any of the information provided in your Application is or becomes misleading of false;
c. in nbn’s reasonable opinion, you become unable to perform the Project or manage the Grant in accordance with these terms and conditions (for example as a result of becoming insolvent).
28. If nbn revokes the Grant you must:
a. Not spent any further Grant funds nor commit any such funds for expenditure; and
b. Within the period specified in the notice, repay to nbn all Grant funds which have not been spent or committed for expenditure at the time you receive the written notification of the revocation and provide a financial report to nbn on the proportion of the Grant already sent.
Insurance
29. You must take out and maintain public liability insurance for an insured amount of $5 million or more for each occurrence, covering nbn, its affiliates (and their Personnel), you (and your Personnel) against liability to any person arising out of, or in connection with, this Agreement.
Relationship
30. The parties are independent contractors and nothing in these terms and conditions or any other Program documentation gives rise to any relationship of agency, partnership, employment or otherwise.
Indemnities and Liabilities
31. You will indemnify and keep indemnified nbn, its affiliates and their Personnel harmless from and against loss, damages, claims, costs or proceedings that they may suffer in connection with your Application or your Project or as a result of a breach of these terms and conditions by you or your Personnel, except to the extent the loss, damages, claims, costs or proceedings arises from the negligence or misconduct of nbn.
32. To the full extent permissible by law, nbn, its affiliates and their Personnel, shall not be liable for any loss or damage whatsoever suffered (including, but not limited to, indirect or consequential loss) or personal injury suffered or sustained as result of or in connection with your Application or Project, however caused, except for any liability which cannot be excluded by law, in which case that liability will be limited to the minimum amount permitted by law.