Here are 5 great tips to help you choose a name for your startup and set you up for the future!

1.  Be original

Make up a word. A great example is “Kodak”, one of the strongest brands the world has known because of the uniqueness of the word (and its spectacular fall from grace!). 

Get creative: 

  • mash two words together
  • change around vowels in a word
  • remove a vowel in a word or just put a few letters together
  • a combination of all the above

and see what you end up with!

Once you have a few potential names in mind, follow these four steps to determine if the name is right for your business. A creative name is likely to clear the path for the next 4 tips.

2. Check the ASIC register for existing names

Search the Australian Securities and Investment Commission’s (“ASIC”) business name register. It will bring up any company and business names already registered that are identical or similar to yours.

It is important to remember that even if ASIC gives you the green light, registering your business name does not give you any exclusive trading, branding or ownership rights over that name. Only a trade mark can offer that protection. Similar names can be registered but not identical names. Before settling on a similar name move to tip number 3.

3.  Check IP Australia

  • Choose a name which is “distinctive” rather than “descriptive”. Whilst a name such Kodak is a distinctive word and has a strong likelihood of registration, “Software Developers” is descriptive and unlikely to be registered. Plus, the more distinctive your name is the more likely it is there is not another name already registered.
  • Search.  Similar trade marks in respect of the same goods or services are rarely registered. 
  • You can search all registered trade marks using the IP Australia Trade Mark Check, which allows you to search trade mark words, owner names, trade mark numbers and International Registration numbers.  You can even upload an image to search for registered logos which might similar to yours.
  • Don’t give up at the first hurdle. If someone has trademarked your preferred name, or a name similar to it, you will need to dig a little deeper:
  1. check to see whether the registered mark is under the same “class” as your name (it is possible to have multiple registrations of similar marks because they are under different classes)
  2. investigate if the owner of the registered mark is actually using the mark in commerce - if not you could apply to have it struck off for “non use” making way for your name to be registered.

4. Check is the domain is available

Your website is probably your most important business tool, so your business name and domain need to align.  The best way to check domain availability is to use the tool on  Remember to consider whether you will be registering .com,, .net, .org etc.

We recommend choosing a name that is available on at least .com and so that you can register multiple domains and then direct them to your main website.  This assists with directing traffic to your website and helps when people type your website incorrectly.

5. Check if it is available on social media

Most startups have a presence on social media which is why it is so important that when considering your business name that you check to see whether you can register it with a suitable twitter handle, Instagram handle and that there aren’t too many several Facebook pages. There are search engines such as and that can check all the potential social media sites for name availability.

Deciding a business name provides an opportunity for you to be creative in your business! Take your time, search widely and come up with a beauty. 


Data does not lie (well most of the time), and data from the 2016 Startup Muster Report tells us that 89.8% of startups outsource aspects of their work.

As such, I am not here to tell you that outsourcing is a good or a bad thing. With statistics like this it is clear outsourcing isn’t going away quickly, and the startup community thinks it’s a good thing. 

Not everyone is like a great client of mine, RedEye Apps, and has a talented team of inhouse software developers. Why try to write code when your strengths are strategy and client acquisition? When you start to scale it may be completely necessary to bring certain functions inhouse. The beauty of outsourcing is that you give yourself options and flexibility, both of which are especially important in a startup’s early days.

I say play to your strengths, but play smart.

Don’t just assume that because outsourcing is a smart idea that everything will run as you plan.    Get the ground rules straight and know where the potential pain points might be so you can manage your risk and the relationship effectively.

Here are my top 5 tips:

1. Make sure it’s in writing!

It doesn’t matter who prepares the contract, but know what’s in your contract.

If you can, use your own form of contractor agreement as it’s easier to manage different contractors where they are all have the same standard terms and conditions. No need to manage 10 different contracts, 10 different payment terms and 10 different liability clauses.

I draft my contractor agreements for startups to be easily understood, to cover the core risk areas and so they can be easily adapted to various contracting scenarios – I encourage my clients to reuse my contracts themselves.

2. Work Scope

Be clear, be detailed and set out the expectations around quality and acceptance of services. An app littered with bugs will serve you no good if you are expecting a finished product which will go straight on to the App Store. 

If you are outsourcing your IT, make sure the service level agreement sets out everyone’s expectations. When the SLA only refers to broad expectations and you feel the IT provider is falling short, it is difficult to achieve a great outcome when there is nothing specific to point to.  For example, what is the agreed response and resolution time?

3.  IP Assignment

When you buy a house it is clear you own it when you pay for it, however it is not the same with intellectual property. 

Intellectual property such as copyright vests on creation in its creator and, even if you pay for it to be created, it is not yours unless specifically assigned to you. 

Copyright subsists in the output of many outsourced services such as software, designs and pitch decks. The law has a work around this for employers where employees create IP in their jobs, however the same doesn’t apply to contractors. 

Make sure your contractor agreement requires the contractor to transfers all of its IP rights to you. This clause will ensure you don’t end up having a tussle with your developer when the product takes off and everyone realises the IP was never transferred to you.

Don’t take chances on this aspect, get it right by getting the right advice.

4.  Payment

Consider the nature of the services being outsourced. Does it lend itself to having milestones and payment upon achievement by the contractor of each milestone (make sure it is clear when a milestone has been achieved)?  

What will your cash flow be like? Many contractors want payment within 14 days but maybe 30 days is more practical based on the timing of SaaS subscription fees you receive. 

5. “If it looks like a duck and quacks like a duck, it probably is a duck!”

Given the flexibility and reduced legal compliance around using contractors one could be tempted to take on internal staff but set them up like contractors.

The legal reality is that it is the substance of the relationship that matters, not whether you call them a contractor and have them sign a contractor agreement. 

For example, if the person works exclusively for you, they are employed personally rather than through a company and they receive sick and holiday leave – the person will more than likely be considered an employee. 

If you need any further information – reach out to me by email, LinkedIn or Twitter. 

It's official: coworking spaces are the new black

The just released Startup Muster 2016 Report has confirmed a few things about coworking spaces:

  • 44.7% of startups surveyed said coworking had benefited them most since founding (second only to mentoring)
  • 72.3% of startups are using a coworking space
  • 83.6% of coworking spaces offered mentoring services (the biggest benefit to startups overall) so driving big value gains to members that exceed just a desk and chair.

It’s confirmed, coworking spaces are popular and valuable to startups, but whatever happened to just working out of your garage in the early years? Reality is it’s difficult to work, grow your network and be mentored in a solitary serviced office or your garage. Coworking spaces can deliver all of this under one roof.

In the past 12 months, Brisbane has seen at least 10 new coworking spaces pop up with even more emerging in Sydney and Melbourne. Dominant players include

We Work and Stone and Chalk in Sydney, and Little Tokyo Two in Brisbane (a client). Another space with a difference is InterOffice in Sydney (also a client).

“Research has demonstrated  that a combination of good working environments and well-curated work experience is the reason behind why people thrive in coworking spaces”

So what is this wave of new working spaces, what are the benefits and how does it work?

Coworking spaces are more than just rented desk space. Unlike traditional serviced office spaces, coworking spaces are often in large open plan venues, where you can gain inspiration from the person next to you building the next big thing. They come equipped with fridges, microwaves and all those homely appliances you need to make your day more productive.

“They are a community of like minded people, working towards their goals with passion and determination”

They also have meeting rooms that you can book out. As delightful as it is to meet at the local coffee shop or work in your underpants at home, being able to book out a professional meeting room at a coworking space speaks wonders for your business.


  1. Users of the space are members not tenants (in the leasing sense). A lease simply isn’t compatible with the needs of coworking space users. Leases place a large number of obligations on tenants such make good of the premises at the end of the lease which don’t suit the users of coworking spaces.
  2. There will usually be a minimum membership period but after then you are free to leave as you please with minimal notice requirements. 
  3. You are often required to pay for your membership in advance (monthly or fortnightly).
  4. The coworking space will have insurance but it might not cover a member’s equipment.
  5. Members must adhere to the members’ expectations & behavior guidelines. Often this involves:
  • Sticking to the house rules which includes washing up plates and cutlery you use, disposing of garbage in the bin and using resources such as kitchen supplies appropriately.
  • Keeping your desk space tidy and free from rubbish.
  • Not engaging in discriminatory behavior
  • Adhering to the dress code. This usually means no singlets, beanies, open button shits or anything considered offensive.
  • Using the internet provided appropriately.
  • In other words, respect the space and respect others.

6.    One other thing to consider: you may become so entrenched in the entrepreneurial way of life and community you are involved in, that you will never be able to go back to traditional office spaces again. This is a real issue to consider.

Research has demonstrated that a combination of good working environments and well-curated work experience is the reason behind why people thrive in coworking spaces.

Periodically I work out of Little Tokyo Two at a shared desk space and, bias aside, I get real value out of seeing entrepreneurs building their businesses and being able to collaborate with them by offering my own skills. 

If you haven’t signed up to a space yet but think you like the sound of it, we would encourage you to go into a space that takes your fancy and get a tour to see for yourself.

A 10 Step Beginner’s Guide to SaaS Agreements

Picture this. Sam has created a great new SaaS product and has found some early customers who are equally excited but his solution. These same customers have all asked Sam for a copy of his standard SaaS Agreement so they can sign up. 

Sam googles “Drafting SaaS Agreements” but finds blocks of information that are difficult to apply to his situation and none of it is very user friendly.

Sam feels overwhelmed and uncertain about where to start, what’s important, what’s not, what do his customers expect to see, how does he protect himself?

Sam is not alone.


Feeling overwhelmed in regards to the legal obligations of your business and your future is a natural and common problem experienced by people the world over. Many people arrive at this bump in the road of their journey and simply stop driving before considering legal advice, as it all gets too difficult.

We are here to assist you to tackle those bumps and continue your journey smoothly. 

Overcoming these obstacles will:

  • benefit you and your team greatly by ensuring you get off to the right start;
  • mean you don’t miss out on signing up customers;
  • make you look professional and established; and
  • give you comfort that you have done all you can to protect your business.

Do not fear, help is at hand. This article will provide 10 step beginner’s guide to SaaS agreements so that you can know exactly what’s involved and how to get started.



Like many other services, SaaS Agreements may be for a fixed term which is secured by a direct debit agreement or upfront payment, or it could be simply month to month and the service is turned off if the customer doesn’t pay the next month’s subscription fee.

To determine the appropriate terms for your agreement, consider your underlying business model which will influence which of these is best for your SaaS solution.


Customers will want to know what SaaS services will be provided. A common way to direct customers to the service description is simply to refer to the services as they are set out in your website.

Alternatively a broad description in the agreement itself can be provided.  But sometimes customers will want more clarity around the functionality of the services. This may include an assurance that the SaaS solution will comply with any published specifications, online documentation and/or manuals that describe the services.

We suggest that when deciding how to describe your SaaS services that you consider who your customers are and what level of detail they require in regards to your SaaS offering.


It is important you stand behind a standard by which your services will be provided. In fact it will be a selling point to convince potential customers of the reliability of your services. 

Service level stipulations should spell out minimum levels of acceptable performance, including response time, uptime/availability (eg 99%), customer satisfaction, etc. 

You should be careful to protect yourself from service level breaches that may arise due to third party defaults, technical or delivery failures, communication failures etc.  


As with any other service, if there are ever any errors or problems with your service the agreement will likely require you to fix any bug or error in a reasonable time frame and to maintain the site by regular checks.

Such support services may range from assisting the user to change or update account details, to fixing any technical errors.

If scheduled maintenance is to be regularly undertaken and will require the service to be unavailable for a period of time, it is recommended that you state these fixed times in the agreement so users can plan accordingly.

You should also state that the hours during which yours customers may receive support from your team are properly set out in the agreement. Be mindful of time zones if you are located in a different country to your customers.


The flexibility of the SaaS model allows you to offer creative and innovative pricing structures to attract users. 

The flexibility of SaaS also means customers can scale their use of the service both up and down, and do not need to lock into an expensive fixed price agreement based on an assumed average level of use over a long period. 

For example:

  • your SaaS offering may be best suited to a fixed monthly fee whereas for another offering, fees may be based on the number of users or quantity of data uploaded to the platform;
  • some customers may opt for a more expensive version of the service which has full functionality whereas others may only need the budget option with only basic functionality – tiered pricing can really help you generate more revenue!; and
  • there may also be other fees in relation to bringing the customer on board the platform such as uploading data. 


(a)  Customer Retains Ownership

Your customers will in almost all cases expect to retain full ownership of data which they upload to your service. But by the same token, your customers have sole responsibility for the legality, integrity, reliability, accuracy and quality of their data.

You will need to obtain a non exclusive license from your customers to process data uploaded to the service but also full protection from the customer if, for example, when processing the customer’s data through the service you infringe a third party’s intellectual property rights. 

(b) Data Security And Backups

In terms of data security, you will need to take appropriate technical measures against unauthorised or unlawful disclosure of customer data or its accidental loss, destruction or damage. 

However because SaaS providers rarely personally host the service and data uploaded to it (usually outsourced to a major data centre operated by the likes of Amazon), it is recommended that you require that your customers keep backups of all data uploaded to the service. 

From the customer’s perspective this may be a frustrating reality that needs to be dealt with.

(c) Who is Hosting the Service?

Following on from this, because many SaaS services are hosted on third party servers (eg Amazon) you will not be able to promise absolute data security. 

As such, it is likely that your customers will research where the service will be hosted, and if it’s on third party servers, who operates them and where the servers are located. 

The location of the servers is important because some countries have laws which enable the local government to access data on servers operated by nationals of that country. 

This can sometimes be a deterrent for some customers but it should always be looked at in the broader picture and given the appropriate weight relative to other factors such as track record and general security.

(d) Retrieval of Customer Data from the Service

What happens to customer data if the customer wants to leave your service or the SaaS Agreement is terminated? We recommend you give customers the right to extract their data upon termination, at least for short period after termination.

Corporate customers with a large amount of data uploaded to a service will likely consider in what format the data is stored, how easily it can be migrated to another service, how long it will take & cost, and how much assistance they will need from you to extract their data from the service. 

If you want to draw a hard line, like Oracle, the SaaS Agreement can confer authority upon the provider to delete the customer’s data if the data is not removed from the service within the stated period. 

Customers may well find that a startup SaaS provider may be more willing to work with the customer on migration of their data out of the service compared to a major organisation – bigger isn’t always better!


It is imperative with a SaaS Agreement that you retain all proprietary rights and intellectual property rights (patents, copyrights, database rights, trade secrets, trade names, trademarks, or any other rights or licences) in the software services being provided.  

You should ensure the new intellectual property which is created as a result of improvements or modifications to the software vest in you. 

For example improvements which result in any customisation of the SaaS to your customer’s specific needs.

We suggest that when deciding how to describe your SaaS services that you consider who your customers are and what level of detail they require in regards to your SaaS offering.


Your SaaS Agreement should always include a clause limiting your liability to the customer. Issues covered under these are:

(a) Amount of Liability

Following on from this, because many SaaS services are hosted on third party servers (eg Amazon) you will not be able to promise absolute data security. 

Another option to consider if offering a rebate of the previous month’s subscription fees or linking the monetary cap on liability to a prior payment period eg your liability is limited to the subscription fees for the previous 3 months immediately preceding the claim.

(b) Type of Loss Covered

You should also limit the types of damages and losses for which you will be liable.

Generally in SaaS Agreements, liability is excluded for indirect, consequential and economic losses.

If there are any particular losses that you do not want to be liable for, it is prudent to specifically state these so that they are excluded.

Service down time due to the internet being unavailable is one such example.

(c) Consumer Protection Laws

Depending on whether the SaaS services are being provided business to business, or business to customer, in many jurisdictions there are customer protections which have been legislated and cannot be contracted out of.

Therefore, any limitation of liability you implement must take these consumer protections into account.


By its nature, SaaS is able to connect with customers across the globe.

To avoid the potential of fighting law suits in far flung countries where your customers are located, you should ensure the agreement is governed by the law and courts you reside.


You should make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third party.

For example, where a link to a third party website is incorporated into your site, you will want to accept no liability where your consumer clicks onto the link.


We’ve covered a lot by now, all the bumps have been leveled out, you can travel forward smoothly with you SaaS Agreement. 

It is important to remember that your legal obligations and responsibilities are never to hard to be managed and that, once you have it under your belt, the relief and rewards you receive are well worth it.

The process will also help identify certain risks and opportunities in your SaaS business, giving you the power to drive growth and minimise risk.

To discuss your Saas Agreement or any other tech legal matters further, please contact Brad Vinning who will happily join you on your journey.

What's in the Fintech Sandbox?

With all the talk in the budget about a proposed fintech sandbox to be established by ASIC, I thought someone should get their bucket and spade out and explain what's likely to be in the sandbox and how the current licensing regime will be relaxed:

  • fintechs will be given a six-month window for testing of certain financial services conducted without the need for a licence;
  • there will be restrictions on the types of services that can be provided in a testing capacity and the products those services can relate to (for example, advice and dealing in relation to liquid investments);
  • there will be restrictions an ability for sophisticated investors to participate in the testing phase, along with a limited number of retail clients (e.g. up to 100 retail clients), as well as separate monetary exposure limits for those clients;
  • there will be restrictions consumer protections, such as membership of an external dispute resolution scheme and adequate compensation arrangements that should apply; and
  • there will be restrictions modified conduct and disclosure obligations that will apply to the testing business.

Startups and Established Companies dance the tango

Certain activities cannot be performed alone — such as quarrelling, making love, and dancing the tango. I would like to add one other: doing business.  If startups and established organisations are to start doing business more often, like in tango, one person has to take the lead and another follow, but both need to want to dance. Bear with me.

Last year I was on a panel at the Queensland Supply Chain and Logistics Conference (QSCLC) discussing the effects of digital technology on procurement and the supply chain. During the conference it became evident to me that innovation in this space is indeed aplenty, but not necessarily flourishing and challenging the status quo as much as it could be. It was clear that procurement officers are often the gatekeepers of, and determining factors in, whether new products and services are adopted by their company; and furthermore, who those solutions are acquired from – existing providers or new market players?

 This got me to thinking more broadly about innovation, how it’s initiated, how it's embraced and by whom.

What has become apparent to me through talking to a range of startups, is that they are all too often left standing at the blocks holding onto their baton of innovation, with no one running to grab it from them. Anecdotally this is because organisations (especially more established ones) are playing it safe; tending to go with existing and established providers/brands/solutions because, as the old adage goes, “no one ever got fired for buying IBM”. And in some ways you can understand this mentality.

It was with interest last week that I saw the introduction of the government's new digital marketplace initiative which is aimed at opening up access to $5 billion worth of contracts from government departments, which were previously inaccessible to small firms and tech startups.  

Enter James Chin Moody, the founder and CEO of Sendle, a courier startup in competition with Australia Post. James penned an interesting article in the Financial Review on 29 March 2016 which proffered the digital marketplace is only going to be as effective as the government’s willingness to work with innovative new companies and embrace new technologies.  At its core this was the dilemma I was grappling with after the QSCLC conference.  James asks the question in his article “Will the government continue to support their last incumbent federal monopoly, Australia Post? Or will they instead start sending parcels through more innovative and efficient logistics?”  

In my view, the answer to this question and to the broader question of “how to break from the status quo where customers tend to go with existing and established providers/brands/solutions” is that both sides of the equation need to work together and have a desire to innovate.

For startups, they need to embark on a steady process of education and engagement with potential clients.  If there is a risk aversion on the part of a customer to use a startup or new product/service, then it’s up to the startup to do everything it can to allay these concerns and build credibility.  For organisations, and in James Chin Moody’s case, the government, they need to have an open mindset and to want to be ahead of the curve and innovate themselves: to want to be better than the status quo.

After all it takes two to tango.

What do Jules Verne novels and startup lawyers have in common?

Being a legal advisor to a startup is less akin to the Grisham novel The Firm and rather more to Verne’s Journey to the Centre of the Earth.  Just like in the novel, everyone involved in the startup (including the lawyer) embarks on an adventure down to the depths of the unknown, descending into a proverbial volcano.  Each unique adventure presents challenges and obstacles along the way which must be tackled and overcome together.  Some raise you up to the highest of heights and others bring you right back down to (the centre of the) earth!  But like all adventures, being part of a startup’s journey you learn, grown and importantly, have fun.

 Contrary to common assumption, a startup lawyer’s role is not just to hand out contracts and render fees. We need to be part of the team, strive to be considered valuable contributors of opinion and guidance for business decisions and utilised to leverage our extensive networks for the better of the startup and the ‘ecosystem’ as a whole.  Historically service providers have been viewed as ‘leeches’ who look to suck any value out of the startup as soon as it emerges; they may still be seen hovering around startup functions stalking their prey!  But I believe their days are numbered as startups become more savvy and discerning in the way they engage with and utilise their legal advisers.  The advisers startups are now consciously seeking are those who operate under a different ethos; they believe in doing their bit to help create value, and not extract it.  The core values of Startup Grind pretty much sum it up:

  • We believe in making friends, not contacts.
  • We believe in giving, not taking.
  • We believe in helping others before helping yourself.