Consultation period

9 December 2016 - 9:00 am To 24 February 2017 - 5:00 pm

Try, Test and Learn Fund – Terms and Conditions

1 Definitions

1.1 In the TTL Fund Handbook and the online submission form unless the contrary intention appears:

Term Definition
Closing Date means the time and date that Proposals must be submitted as specified in the TTL Fund Handbook.
Commonwealth means the Commonwealth of Australia.
Confidential Information means all information:

  1. which is indicated in writing by a party to be confidential; or
  2. which might otherwise reasonably be regarded by a parties as confidential.

It does not include parts of your Proposal identified by you as being for publication on DSS Engage.

DSS Engage means
Existing Material means all material developed independently of the Proposal that is:

  1. incorporated into the Proposal
  2. supplied with, or as part of the Proposal; or

required to be supplied with, or as part of the Proposal.

Intellectual Property Rights or IPR means all copyright, rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered designs, and other rights resulting from intellectual activity in industrial, scientific, literary or artistic fields
Late Proposal means a Proposal that is submitted after the Closing Time.
Proposal means a response to the call for ideas under the TTL Fund Handbook submitted by you.
Proposal Material Means all material that you bring into existence in submitting your Proposal.
Third Party Material means that material, including IPRs which is owned by a party other than the Commonwealth (acting through the Department), or the Proposer and is embodied in a Proposal or is otherwise necessarily related to the functioning or operation of a Proposal.
TTL Fund means the Try Test Learn Fund as described in para 2.2 of the TTL Fund Handbook.
TTL Fund Handbook means the Try Test Learn Fund Handbook which can be viewed on [ insert link ] to which these Terms and Conditions are attached.

1.2 In the TTL Fund process, except where the contrary intention is expressed:

  1. a reference to time is to the time in the Australian Capital Territory;
  2. words importing a gender include each other gender;
  3. words in the singular include the plural and vice versa;
  4. if any word or phrase is given a defined meaning, any other part of speech or other grammatical form of that word or phrase has a corresponding meaning;
  5. a reference to a clause, paragraph, schedule or annexure is to a clause, paragraph, schedule or annexure to this Ideas Proposal;
  6. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority, agency or other entity;
  7. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and
  8. the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar expressions.

2 Proposal Closing Time

2.1 Proposals will be submitted before the Closing Time specified in TTL Fund Handbook to which these Terms and Conditions are attached.

3 Preparing to Submit an idea

Proposals must be completely self-contained. No hyperlinked or other material may be incorporated by reference.

Proof of Submission

3.1 You will receive an email confirming that your Proposal has been successfully lodged.

3.2 Failure to receive the email referred to in clause 3.1 means that the Proposal has not been successfully lodged.

4 Late Submission Policy

4.1 Proposals submitted after the Closing Time may not be considered.

4.2 You are responsible for ensuring your infrastructure including operating system and browser revision levels are sufficient to enable you to submit a Proposal before the Closing Time. The Department does not take any responsibility for any problems arising from your infrastructure and/or internet connectivity.

4.3 Late Proposals, incomplete Proposals, including those with electronic files that cannot be read or decrypted, may be excluded from evaluation.

4.4 The judgment of DSS as to the time a Proposal has been submitted will be final.

5 Your Acknowledgement

5.1 You acknowledge that:

  1. The submission of the Proposal on time and in accordance with the TTL Fund Handbook, of which these Terms and Conditions form a part, is entirely your responsibility;
  2. by lodging a Proposal you accept the conditions set out in the Handbook and these Terms and Conditions; and
  3. The Department will not be liable for any loss, damage, costs or expenses incurred by you or any other person if, for any reason, an idea is not received on time, is corrupted or altered or otherwise is not received as sent, cannot be read or decrypted, or has its security or integrity compromised.

6 Clarifications, Addenda and Notices by the Department

6.1 In the event that the Department elects to vary the TTL Fund Handbook or these Terms and Conditions it will endeavour to notify you (eg via DSS Engage) of any such change.

6.2 The Department will accept no responsibility if you fail to become aware of any addendum notice which would have been apparent from a visit to the DSS Engage website.

6.3 Each addendum forms part of the TTL Fund Handbook upon issue.

7 Modification after Submission

7.1 If, after submission of a Proposal but before the Closing Time, you wish to modify your Proposal you must resubmit the whole Proposal in accordance with the TTL Fund Handbook, clearly stating that the Proposal is a replacement Proposal, and which Proposal it replaces.

7.2 No correcting or additional information will be accepted after the Closing Time, unless specifically requested by the Department in accordance with clause 8.

8 Request by the Department for Clarification

8.1 If the Department requires clarification of information contained in a Proposal, it will request clarification from you in writing. The Department may elect not to accept information provided in response to a request for clarification if that information alters the original Proposal in any material respect. If the Proposer fails to supply clarification to the satisfaction of the Department, the Department may exclude the Proposal from further consideration.

8.2 You should:

  1. respond to any request for clarification within the time period and in the format specified by the Department;
  2. ensure that clarifying information provided answers the Department’s enquiry and is fully consistent with the Proposal submitted by you;

9 Miscellaneous

9.1 You must:

  1. not rely on any representation, letter, document or arrangement, whether oral or in writing, or other conduct by the Department as adding to or amending these conditions other than amendments in accordance with these terms and conditions;
  2. not rely upon any warranty or representation made by or on behalf of the Department, except as expressly provided for in the TTL Fund Handbook; The Department will not be responsible for any costs or expenses incurred by you in preparation of your Proposal.

9.2 Neither this TTL Fund Handbook nor your Proposal gives rise to contractual obligations between the Department and you.

9.3 The Department will not be liable to you as a consequence of any matter relating or incidental to the your participation in this TTL Fund process including instances where:

  1. you are not invited to participate in any subsequent process following submission of your Proposal;
  2. the Department varies or terminates the TTL Fund process;
  3. the Department decides not to fund all or any of the requirements; or
  4. the Department exercises or fails to exercise any of its rights under or in relation to the TTL Fund.

10 Intellectual Property

10.1 Ownership of Intellectual Property

  1. Nothing in the conduct of the TTL Fund process, the TTL Fund Handbook or the Terms and Conditions affects the ownership of any Existing Material or Third Party Material.
  2. You own the Intellectual Property Rights in all Proposal Material (that is not owned by third parties).

10.2 Intellectual Property Licence Submission and initial assessment of ideas
For the purpose of the assessment of ideas in Proposals, you grant to the Department a license to use, reproduce, modify and adapt the intellectual property rights and information contained in the Proposal solely for the purposes of assessing and communicating, through publication on DSS Engage, your Proposal in accordance with assessment and publication processes in the TTL Fund Handbook.

10.3 Intellectual Property Licence Co-development
If your idea is assessed as suitable by Department for co-development and possible funding under a grant agreement, you grant to the Commonwealth a perpetual, irrevocable, world-wide, royalty free, fee free, non-exclusive license (including the right to sublicense) to:

  1. use, reproduce, modify, adapt, develop and communicate the Proposal Material;
  2. Remedy defects or omissions in Proposal Material.

10.4 Third Party Material
You must ensure you have the right to deal with the Intellectual Property Rights in any Third Party Material. To the extent Department needs to use any Third Party Material provided by you to receive the full benefit of the Proposal, you shall ensure that the Department is granted a license to use all Third Party Material on the best available terms .

10.5 You warrant to Department that the Department’s use, including any use by its agents or subcontractors, of the Proposal in accordance with the Scheme shall not infringe any third party intellectual property rights or breach any duty of confidentiality owed to a third party.

10.6 You indemnify Department, its officers, employees, agents and subcontractors against any liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), compensation or expense sustained or incurred by Department in connection with its use of the Proposal in accordance with the Scheme, including without limitation in connection with any breach of the warranty set out in clause 10.5.

11 Confidentiality

11.1 Subject to clause 11.2 a party must not disclose Confidential Information to anyone, without the prior written consent of the other party.

11.2 A party can disclose Confidential Information to the extent that it:

  1. is disclosed by the Department to its advisers, officers, employees or subcontractors solely as part of the process described in the TTL Fund Handbook or manage any resulting grant;
  2. is disclosed by the Department to the responsible Minister;
  3. is disclosed by the Department in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia;
  4. is shared within a party, or with another agency, where this serves the Commonwealth’s legitimate interests; or
  5. is authorised or required by law to be disclosed;
  6. is in the public domain otherwise than due to a breach of the relevant obligations of confidentiality.

11.3 Where a party discloses Confidential Information to another person under clause 11.2 they must:

  1. notify the receiving party that the information is confidential; and
  2. not provide the information unless the receiving person agrees to keep the information confidential.

12 Conflict Of Interest

12.1 You agree to immediately notify the Department in writing if you become aware of an actual, potential or perceived conflict of interest at any time before the completion of the TTL Fund process, which is not fully disclosed in your Proposal.

12.2 In the event of an actual, potential or perceived conflict of interest, the Department may in its absolute discretion, do any or all of the following:

  1. enter into discussions to seek to resolve and/or manage the conflict of interest;
  2. exclude the Proposal from further consideration (including terminating any contract negotiations); or
  3. take any other action which it considers appropriate.

13 Ethical Dealing

13.1 The Department’s policy is to engage in the highest standards of ethical behaviour and fair dealing throughout the Ideas Proposal process. The Department requires the same standards from those with whom it deals.

13.2 You must not:

  1. Submit a Proposal that contains false or misleading claims or statements or engage in misleading or deceptive conduct in relation to the Ideas Proposal process; or
  2. attempt to influence improperly any officer, employee or agent of the Department, or violate any applicable laws or Department or Commonwealth policies regarding the offering of inducements in connection with the Ideas Proposal process.

13.3 The Department may exclude from consideration any Proposal submitted by a Proposer that, in the Department’s reasonable opinion, has engaged in any behaviour contrary to this clause 13 in relation to the process and intent described in the TTL Fund Handbook.

14 The Department’s Rights

14.1 The Department may, in its absolute discretion:

  1. vary these terms or the structure, requirements or process referred to in the TTL Fund Handbook;
  2. vary the timing referred to in the TTL Fund Handbook;
  3. determine, at any stage after the Closing Time, a short list of Proposers on any basis that the Department considers appropriate;
  4. cease, suspend or vary the TTL Fund process described in the TTL Fund Handbook, if this is in the public interest;
  5. provide additional information to all Proposers at any time (and if the information is provided after the Closing Time, allow the submission of revised ideas);
  6. if no Proposer meets the requirements described in the TTL Fund Handbook the Department may cancel the call for ideas in the TTL Fund Handbook or amend the information or requirements set out in the TTL Fund Handbook;
  7. seek additional information or clarification from any Proposer (including any joint Proposer or agents);
  8. cease, suspend or vary the process described in additional Program Guidelines described in 5.1 of the TTL Fund Guidelines if this is in the public interest;
  9. select and negotiate with more than one Proposer; and
  10. enter into a grant on terms different to those in any Departmental template funding deed.

15 Privacy Legislation

15.1 The Privacy Act 1988 (Cth) establishes a national scheme providing for the appropriate collection, holding, use, correction, disclosure and transfer of personal information by public and private sector organisations.

15.2 You are required to comply with the Privacy Act 1988 (Cth).

15.3 You should obtain, and will be deemed to have obtained, your own advice on the impact of the Privacy Act 1988 (Cth) on their participation in this Ideas Proposal process and any subsequent contract.

16 Freedom of Information

16.1 You should obtain your own advice on the impact of the Freedom of Information Act 1982 regarding your participation in this Ideas Proposal process.

17 Applicable Law

17.1 The laws of the Australian Capital Territory apply to this TTL Fund process.