Participant Terms & Conditions
1 Introduction and definitions
1.1 About these Terms
These Participant Terms and Conditions (Terms) govern your participation in the Equity Clear Pilot, including your access to and use of the Platform, the Reports and any onboarding, implementation and related services, software, applications and websites that we make available from time to time (together, the Services).
The Services are provided by Panorama Institute Limited (ACN 702 984 389) (Equity Clear, we, us or our). A reference to Participant, you or your means the organisation participating in the Pilot.
By accessing or using the Services, you agree to these Terms. If you do not accept these Terms, you must not access or use the Services.
If you have any questions about these Terms, you can contact us at hello@equityclear.com.au.
1.2 About Equity Clear and the Pilot
Equity Clear is an industry initiative that aims to improve transparency about how startup funding is distributed in Australia.
We are running an industry pilot to test a common way for startup funding organisations to report, by founder gender, on who enters their pipeline and who receives funding (Pilot). What we learn from the Pilot will inform that approach before any broader rollout.
Participation in the Pilot is voluntary and free of charge.
1.3 Definitions
In these Terms:
Account means an account registered on the Platform for you or an Authorised User.
Aggregated Data means data derived from Participant Data or your use of the Services, alone or combined with other data, that has been de-identified or aggregated so that it does not identify, and cannot reasonably be used to identify, you (other than as a member of the Pilot cohort), any company or founder, or any individual. It includes cohort insights, benchmarks, statistics and findings.
Authorised User means an individual you authorise to access the Platform on your behalf.
Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia.
Data Handling Policy means our Data Handling, Access and Retention Policy, as updated from time to time.
Guidance means the reporting guidance, templates and any reporting instructions we give you for a reporting cycle.
Intellectual Property Rights means all intellectual property rights, including copyright, trade marks, designs, patents, and rights in software, data, know-how and confidential information, whether registered or unregistered.
Participant Data means any data or information that you, or anyone on your behalf, submit, upload or otherwise make available to us through the Services, including company-level reporting data, founding-team gender category, location, sector, pipeline stages reached, funding outcomes, and information about your organisation and the composition of its teams, but excluding Aggregated Data.
Personnel means, in relation to a party, its directors, officers, employees, agents, contractors, subcontractors, secondees, professional advisers, auditors, and other individuals engaged by or on behalf of that party (including those of its Related Bodies Corporate) who are involved in the performance of obligations or the exercise of rights under the Agreement.
Platform means the online reporting platform we make available for you to submit data and access your Reports.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Laws means all applicable laws, regulations, codes, guidelines, principles and legally binding rules (whether statutory, regulatory or otherwise) in any jurisdiction that relate to the protection, privacy, security, storage, or processing of personal information (as defined in the Privacy Act) or personal data, including without limitation the Privacy Act.
Privacy Policy means our privacy policy available at www.equityclear.com.au/privacy, as updated from time to time.
Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act 2001 (Cth).
Reports means your private report, any cohort insights and benchmarking, and any other reporting we provide to you in connection with the Pilot.
2 Agreement
2.1 Term
These Terms apply from the date you first access or use the Services and continue until the earlier of the end of the Pilot (as notified by us) and termination in accordance with these Terms.
2.2 Your Agreement
Your agreement with us consists of:
(a) these Terms;
(b) the Privacy Policy;
(c) the Guidance; and
(d) any reasonable operational direction that we give you under these Terms,
(together, the Agreement).
2.3 Compliance
In addition to the Agreement, when accessing or using the Services, you must comply with all applicable laws and regulations.
2.4 Eligibility
(a) Participation in the Pilot is by invitation only. We decide which organisations may participate.
(b) If you report on behalf of more than one fund, investment vehicle or syndicate, you do so as a single participant unless we agree otherwise.
2.5 Authorised Users
(a) Each individual who activates, access or uses an Account does so on behalf of the Participant and represents that they are authorised by the Participant to do so.
(b) The Participant is responsible for:
(i) selecting and authorising its Authorised Users;
(ii) ensuring that each Authorised User complies with the Agreement; and
(iii) the acts and omissions of its Authorised Users in connection with the Services.
(c) Despite clause 2.5(b), each Authorised User remains personally bound by, and must comply with, the provisions of the Agreement that apply to their access to and use of the Services.
2.6 Changes to the Terms
(a) We may update these Terms from time to time.
(b) We will give at least 30 days’ notice before a change that materially and adversely affects your ongoing use of the Services, unless a shorter period is reasonably required by law or to address an urgent risk.
(c) Other changes may take effect when the updated Terms are published or otherwise notified to you.
(d) If you do not accept a notified change, you must stop using the affected Services before it takes effect.
(e) Your continued use of the affected Services after the change takes effect constitutes acceptance of the updated Terms.
3 Use of the Services
3.1 Our Services
Through the Services, we:
(a) provide Guidance, onboarding and implementation support to help you prepare and report data;
(b) give you access to the Platform to upload, validate and submit data and view your own results;
(c) provide Reports, including a confidential private report and, where confidentiality thresholds permit, cohort insights and benchmarking; and
(d) invite you to take part in optional working groups.
3.2 Reporting cycles
(a) The reporting cycles, data requirements and Reports that apply to you depend on the type of funding or support your organisation provides.
(b) We will notify you of each reporting cycle that applies to you, including its reporting period, scope and submission date.
(c) You are not required to submit data until we notify you of a reporting cycle that applies to you. Clauses 5 and 6 apply only when, and to the extent that, you submit data.
3.3 Acceptable use
You must not use or attempt to use the Services to:
(a) access, or attempt to access, another participant’s data;
(b) infringe or interfere with the legal rights, privacy or safety of any other person;
(c) adversely affect the reliability, security or performance of the Services, or introduce any malicious code;
(d) gain unauthorised access to any part of the Services or any related systems;
(e) resell, distribute or commercially exploit any part of the Services;
(f) engage in fraud, misleading or deceptive behaviour, or hide or attempt to hide your identity; or
(g) use the Services other than for their intended purpose, or in a way that exposes us to liability.
3.4 Changes to the Services
(a) Our Services are in active development and will continue to evolve. We may from time to time add, remove, modify, replace, suspend or discontinue any Service, functionality or delivery method in whole or in part.
(b) We do not guarantee that any particular Service, feature or functionality will remain available or unchanged.
4 Your Account
We will set up an Account for you and email your nominated contact with instructions to activate it by setting a password and multi-factor authentication. When activating, accessing or using your Account, you must:
(a) maintain the confidentiality of all login details;
(b) immediately notify us of any suspected or actual unauthorised access to your Account or security incident;
(c) keep your Account information accurate and current; and
(d) comply with our reasonable operational directions to protect the security, safety or lawful operation of the Services.
5 Participant Data
5.1 Submitting Participant Data
(a) You are responsible for all Participant Data you submit and all instructions and permissions you provide through the Services.
(b) Where you submit data, you must:
(i) prepare and submit it in accordance with the Guidance and the instructions for the relevant reporting cycle;
(ii) only submit the data fields requested; and
(iii) not submit founders’ names, contact details or any other personal information that is not requested.
(c) As between you and us, you retain all rights, title and interest that you hold in Participant Data.
(d) You must not submit any data that you are not authorised to submit or that you would not be authorised to disclose to us for processing in accordance with the Agreement.
(e) If you submit data that does not comply with this clause 5.1, including personal information we have not requested, we may delete it, return it to you or de-identify it.
5.2 Licence
(a) You grant us a non-exclusive, royalty-free licence to store, copy, validate, match, de-identify, analyse and otherwise use your Participant Data to the extent reasonably necessary to:
(i) operate, validate and evaluate the Pilot;
(ii) prepare your private report;
(iii) produce aggregated or de-identified data, cohort insights and benchmarking;
(iv) improve the reporting framework; and
(v) comply with applicable law.
(b) Subject to clause 6.2(c), we may permit our Personnel, service providers and research partners to exercise this licence only to the extent reasonably necessary for the purposes above, and subject to appropriate confidentiality and data protection obligations.
(c) Subject to clause 5.3, the licence continues until your identifiable Participant Data is deleted in accordance with the Data Handling Policy.
5.3 Aggregated Data
(a) As between you and us, we own Aggregated Data.
(b) To the extent you hold any rights in Aggregated Data, you grant us a perpetual, irrevocable, worldwide, royalty-free and transferable licence (including the right to sublicense) to use it.
(c) We may use, publish and share Aggregated Data for any purpose connected with Equity Clear, including to evaluate the Pilot, develop and operate the Equity Clear reporting framework and related standards, conduct research and publish findings.
(d) We will not attempt to re-identify any individual or organisation from Aggregated Data.
(e) This clause survives withdrawal and termination.
6 Privacy and data handling
6.1 Your responsibilities
(a) You must comply with Privacy Laws in relation to the personal information you collect and submit through the Services.
(b) Before you submit Participant Data, you must:
(i) give any collection notice required by Privacy Laws, including telling founders that their information (including founding-team gender) may be used for Equity Clear reporting;
(ii) ensure your privacy policy covers the collection, use and disclosure of that information for Equity Clear reporting; and
(iii) obtain any consent required by Privacy Laws.
(c) Any suggested collection notice or privacy policy wording we provide is a starting point only and is not legal advice.
6.2 How we handle data
(a) We handle Participant Data in accordance with the Data Handling Policy.
(b) We handle personal information in accordance with Privacy Laws and our Privacy Policy.
(c) In summary, and as further described in the Data Handling Policy:
(i) only you can view your identifiable Participant Data on the Platform;
(ii) our platform provider accesses Participant Data only to operate the Platform;
(iii) we, our Personnel and our research partners access and receive Aggregated Data only, except for the limited data quality review described in the Data Handling Policy; and
(iv) identifiable Participant Data is stored and processed in Australia.
7 Confidentiality
7.1 Confidential Information
Confidential Information means any information of whatever kind which a party discloses or reveals to the other party under or in relation to the Agreement that:
(a) is by its nature confidential;
(b) is designated by the disclosing party as confidential; or
(c) the recipient knows or reasonably ought to know is confidential,
including Participant Data, but does not include information that:
(a) is published or has otherwise entered the public domain other than in breach of the Agreement;
(b) is independently developed or obtained other than in breach of the Agreement; or
(c) was already known to the recipient free of any obligation of confidence.
7.2 Confidentiality obligations
(a) Each party will protect the other party’s Confidential Information from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care.
(b) Except as expressly permitted by the Agreement, each party may use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Agreement and may disclose such Confidential Information only:
(i) to the Personnel who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information;
(ii) as necessary to comply with an order or subpoena of any governmental or administrative agency or court of competent jurisdiction; or
(iii) as necessary to comply with any applicable law or regulation, including the requirements of an applicable securities exchange.
(c) Each party must ensure that Personnel who access Confidential Information are subject to confidentiality and data handling obligations no less protective than those in the Agreement.
(d) On withdrawal, termination or expiry of the Agreement, or on the disclosing party’s written request, the recipient must return or destroy the disclosing party’s Confidential Information, except to the extent clause 5.2(c), 5.3, or 12.4 permits it to be retained.
8 Intellectual Property
8.1 Our Intellectual Property
(a) Equity Clear and its licensors own all Intellectual Property Rights in the Platform, the Services and the content and materials made available by Equity Clear through them (Our Intellectual Property).
(b) Our Intellectual Property does not include Participant Data.
(c) Except for the licence granted under clause 8.2, nothing in the Agreement transfers any right in Our Intellectual Property to you. You must not copy, modify, reverse engineer, distribute, sell, sublicense or otherwise exploit Our Intellectual Property except as expressly permitted by the Agreement or applicable law.
8.2 Licence to use the Services
We grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform, Guidance and Reports for the purposes of the Pilot and in accordance with the Agreement.
8.3 Your Intellectual Property
(a) All Intellectual Property Rights owned by you before the Agreement or developed by or for you independently of the Agreement remain owned by you (Your Intellectual Property).
(b) You grant us a non-exclusive, royalty-free licence to use Your Intellectual Property, only to the extent reasonably necessary for us to provide the Services or otherwise perform our obligations under the Agreement.
8.4 Feedback
You acknowledge that any feedback, suggestions, or ideas you provide to us regarding the Platform or the Services may be used by us without restriction or obligation to you.
8.5 Publicity
(a) We may identify you as a member of the Pilot cohort unless you tell us in writing that you do not want to be identified.
(b) We will not publish your individual reporting data.
(c) You grant us a non-exclusive, royalty-free licence to use Your Intellectual Property to identify you as a Pilot participant.
(d) Any other promotional use, such as a case study or testimonial, needs your prior written approval, which you will not unreasonably withhold.
(e) If you opt out or withdraw, we will stop using your name and logo in new materials. We are not required to recall materials already published.
9 Warranties
9.1 Mutual warranties
Each party represents and warrants that it has the legal capacity and authority to enter into these Terms, and that its entry into and performance of these Terms does not breach any agreement or legal obligation binding on it.
9.2 Your warranties
(a) You represent and warrant that:
(i) you have taken reasonable steps to ensure that the information you provide is accurate and complete as at the end of the relevant reporting period, and you have not knowingly provided false or misleading information; and
(ii) you have all rights, licences, consents, permissions and authority necessary for us to receive, access, host, copy, process, transmit and otherwise use Participant Data to provide the Services.
(b) You acknowledge that we have relied on the representations and warranties in this clause 9 in agreeing to provide the Services to you in accordance with these Terms.
9.3 Exclusion of warranties
To the maximum extent permitted by law, you agree that:
(a) the Services are provided on an “as is” and “as available” basis and without warranties of any kind either express or implied;
(b) we do not warrant that the Services will be uninterrupted, error-free or free from viruses, or that information generated or made available through the Platform will be complete or accurate or will meet your needs;
(c) information made available through the Services is general information only;
(d) we are not responsible for interruptions, delays or faults caused by third party systems or providers, your systems or integrations, or other circumstances outside our reasonable control; and
(e) all conditions, warranties and guarantees not expressly stated in these Terms that can lawfully be excluded are excluded.
10 Liability
10.1 Liability generally
This clause applies to all liability arising out of or in connection with the Agreement or the Services, whether in contract, tort, including negligence, statute, equity or otherwise.
To the maximum extent permitted by law:
(a) we are not liable for any loss unless, and only to the extent that, it was directly caused by our breach of the Agreement, negligence or wilful misconduct;
(b) we are not liable for any indirect, consequential, special or exemplary loss, whether or not foreseeable;
(c) we are not liable for any loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, or any business interruption; and
(d) without limiting paragraph (a), we are not liable to the extent that any loss arises from:
(i) inaccurate, incomplete, delayed, misleading or unauthorised information provided by you or another person; or
(ii) the failure, interruption, change or unavailability of any third-party system, service or any event outside our reasonable control.
10.2 Proportionate liability
A party’s liability under or in connection with the Agreement is reduced proportionately to the extent the relevant loss was caused or contributed to by the other party or its Personnel, including any failure to take reasonable steps to mitigate.
10.3 Limitation of liability
(a) Subject to clause 10.1 and 10.3(b), and applicable law, to the extent either party has any liability arising out of or in connection with the Agreement, that party’s maximum aggregate liability to the other is limited to $5,000.
(b) This clause 10.3 does not limit your liability under clause 11.1.
11 Indemnity
11.1 Your indemnity
You indemnify us and our Personnel against any liability, loss, damage, cost or expense, including reasonable legal costs, reasonably incurred in connection with a claim, demand, action, proceeding, investigation or prosecution made, brought or commenced by a third party or regulator (Claim) arising from:
(a) your fraud, negligence or wilful misconduct;
(b) a breach of clause 7 or clause 9.2;
(c) any Participant Data having been collected by you, or provided to us, without a necessary right, notice or consent;
(d) your infringement of another person’s rights; or
(e) an act or omission of an Authorised User for whom you are responsible.
11.2 Our indemnity
We indemnify you against any liability, loss, damage, cost or expense, including reasonable legal costs, reasonably incurred in connection with a Claim to the extent directly caused by our fraud, wilful misconduct or gross negligence.
11.3 General
An indemnity under this clause 11 is reduced to the extent that the indemnified party’s breach, negligence, fraud or wilful misconduct caused or contributed to the relevant Claim or loss.
A party seeking indemnity must promptly notify the other party of the Claim and provide reasonable assistance. The indemnifying party may control its defence and settlement but must not agree to any settlement that requires an admission or non-monetary obligation from the indemnified party without its consent.
12 Withdrawal and termination
12.1 Suspension or termination of the Services
We may immediately suspend, restrict or terminate an Account or Service where we reasonably consider it necessary to:
(a) protect the security or integrity of the Services;
(b) investigate suspected fraud, misuse, unauthorised access, inaccurate information or lack of authority;
(c) respond to a legal, regulatory, professional or privacy risk or request;
(d) address a material breach of the Agreement; or
(e) respond to the failure, withdrawal or unavailability of a provider, integration or other system required for the affected Service.
We will give notice where reasonably practicable and limit the suspension to what we reasonably consider necessary. We may require information or remedial action before restoring access.
12.2 Withdrawal by you
You may withdraw from the Pilot at any time by:
(a) cancelling your Account; or
(b) giving notice to us.
12.3 Termination by us
Without limiting clause 12.1, we may terminate the Agreement, or close your Account:
(a) for convenience, on at least 30 days’ written notice; or
(b) immediately, if you materially breach the Agreement and the breach cannot be remedied or is not remedied within 10 Business Days of our written request.
12.4 Effect of withdrawal, expiry or termination
(a) On withdrawal, expiry or termination, your access to the Platform ends.
(b) Clause 5.3 continues to apply, and we will retain and delete your Participant Data in accordance with the Data Handling Policy.
(c) Withdrawal, expiry or termination does not affect any rights or obligations accrued before it takes effect.
13 Disputes and complaints
13.1 Complaints
If you wish to make a complaint about any aspect of the Services, you can do so by emailing us at hello@equityclear.com.au. We will investigate and use reasonable endeavours to resolve it promptly.
13.2 Disputes
A party must not commence court proceedings relating to a dispute arising out of or in connection with the Agreement unless it has:
(a) notified the other party of the dispute; and
(b) allowed the other party 10 Business Days to investigate and attempt to resolve it.
If the dispute is not resolved, the parties may agree to refer it to mediation before court proceedings are commenced.
This clause does not prevent a party from seeking urgent interlocutory relief, recovering an undisputed debt, making a complaint to a regulator, consumer protection or professional body, or exercising a right that cannot lawfully be restricted.
14 General
14.1 Novation and assignment
(a) You agree and give your consent that the Agreement may be novated (that is, Equity Clear will be replaced as a party to the Agreement by another party) to any other party by either us or the party to whom the Agreement will be novated giving notice to you, provided that the novation is on terms no less favourable to you than the terms of the Agreement immediately before the novation.
(b) You cannot assign or novate all or part of your rights and obligations under the Agreement (other than in accordance with this clause 14.1), unless we provide our consent in writing (which will not be unreasonably withheld).
14.2 Force majeure
A party is not liable for a delay or failure to perform an obligation to the extent it is caused by an event beyond the party’s reasonable control, provided the party promptly notifies the other party and uses reasonable efforts to mitigate the effect of the event. Performance resumes once the event ceases.
14.3 Notices
We may give you notices by email to the address linked to your Account or through the Platform. You may give us notices at hello@equityclear.com.au. A notice is taken to be received on the next Business Day after it is sent.
14.4 Entire Agreement
The Agreement is the entire agreement between you and us in relation to its subject matter and supersedes all prior agreements, representations and understandings. Nothing in this clause limits applicable law or excludes liability for fraud.
14.5 Severance
If any provision or part of a provision of these Terms is void, invalid or unenforceable, it is severed to that extent, and the remainder of the provision and these Terms remain in full force and effect.
14.6 Waiver
A waiver under the Agreement is effective only if given in writing. A failure or delay in exercising a right, power or remedy is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
14.7 Survival
Any term or condition which is expressed to survive the expiration or termination of these Terms will survive any expiration or termination of these Terms, including but not limited to clauses 5, 6, 7, 8 (other than clause 8.2), 9.3, 10, 11, 12.4, 13, 14 and any other provision which by its nature is intended to survive the expiry or termination of the Agreement.
14.8 Governing law and jurisdiction
These Terms are governed by the laws in force in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts having jurisdiction in that state.
Equity Clear Pilot Participation Terms Version 1.0 | Effective: 8 October 2026