Discribe Hub+
DIGITAL SECURITY BY DESIGN (DSbD) SOCIAL SCIENCE HUB+
STANDARD TERMS AND CONDITIONS OF GRANT
Version 0.9
CONTENTS
Introduction
Standard Terms and Conditions of Grant
Annex A: Definitions
INTRODUCTION
The Discribe Digital Security by Design Social Science Hub+ is an ESRC-funded Hub+ that forms part of the wider Industrial Strategy Challenge Fund (ISCF) “Digital Security by Design” programme. The Hub+ supports the wider DSbD challenge by applying social and economic science to core questions around the adoption of new secure technologies, the readiness of different sectors (and roles) to adopt new secure hardware, the regulatory and policy environment and how that might influence the adoption of DSbD, and what social and cultural factors might influence the success of the wider DSbD programme.
Discribe Hub+ was established in September 2020 with funding from the ESRC, and is a consortium of four academic institutions: the Universities of Bath, Bristol and Cardiff, and Royal Holloway, University of London (“the Consortium”).
These Standard Terms and Conditions of Grant, together with standard UKRI Terms and Conditions of Grant (an updated version of which can be found here: (https://www.ukri.org/files/funding/ukri-fec-grant-terms-and-conditions-pdf/) comprise the conditions on which all projects must be completed. Where additional Specific Terms and Conditions of Grant are required by a project such additional Specific Terms and Conditions of Grant will be notified and made available in a commissioning call.
In line with the UKRI’s policies on equality, diversity and inclusion (https://www.ukri.org/our-work/supporting-healthy-research-and-innovation-culture/equality-diversity-and-inclusion/), Discribe Hub+ expects that equality, diversity, and inclusion are embedded at all levels and in all aspects of applicants’ research activity.
STANDARD TERMS AND CONDITIONS OF GRANT
1 Variation to Terms and Conditions. Bath reserves the right to amend and vary these Standard Terms and Conditions of Grant and any Specific Terms and Conditions of Grant or applicable policies at any time. The latest version of the Standard Terms and Conditions of Grant are available on the Discribe Hub+ website at: https://www.discribehub.org/terms
2. Contracted Terms and Conditions.
2.1 Notwithstanding clause 1, a .pdf copy of the Standard Terms and Conditions of Grant and any Specific Terms and Conditions of Grant applicable at the Deadline will be attached to the Invitation. Such terms will only be varied in accord with Clause 40.
2.2 The Applicant(s) shall not be entitled to withdraw their Offer Letter after it has been submitted to Bath but there shall be no binding contract between Bath and the Applicant(s) until the Award Letter has been issued.
2.3 Should there be any conflict between the Standard UKRI Terms and Conditions of Grant, the Standard Terms and Conditions of Grant and the Specific Terms and Conditions of Grant, they shall take the following order of precedence:
First: Standard UKRI Terms and Conditions of Grant;
Second: Specific Terms and Conditions of Grant; and
Third: Standard Terms and Conditions of Grant.
3. Accountability & Responsibilities. An application for a commissioning call must specify a Lead Applicant. The Lead Applicant will also be the Award Holder. The Lead Applicant is responsible for ensuring that:
3.1. The Project is completed with all deliverables by the Project Completion Date;
3.2. The Applicants and any Research Workers or other Third Parties, comply with the Terms and Conditions of Grant.
4. The Lead Applicant is accountable for the conduct of the Project including the conduct of the research, the use of public funds and the proper financial management of the Grant in accordance with the Terms and Conditions of Grant, whether the Project is carried out by an Applicant, Research Worker or other Third Party.
5. The Lead Applicant must ensure that the Grant is spent in a way that is consistent with the purpose and conditions set out in the Invitation.
6. The Lead Applicant must carry out appropriate due diligence on any Third Parties used to deliver any part of the Project and shall ensure in particular, that such Third Parties comply with the Terms and Conditions of Grant
7. The Lead Applicant indemnifies Bath against each and every breach of State Aid law by the Applicants.
8. The Lead Applicant must ensure that any part of the Full Economic Cost not funded by the Grant is committed to the Project before it starts.
9. The Lead Applicant must have adequate business continuity plans in place to ensure minimum operational interruptions to the Project. This must involve a plan to minimise the effect of COVID on the completion of the Project.
10. The Lead Applicant must notify Bath of any changes to the Applicants’ constitution, legal personality, membership structure (if applicable) or ownership, including those that might affect eligibility to receive Grant funding, or to deliver the Project or any other changes which affect its ability to comply with the Terms and Conditions of Grant.
11. Research Ethics. Applicants will obtain and maintain all regulatory and ethical licences, consents and approvals necessary to allow it to carry out the Project and will carry out the Project in accordance with all laws and regulations which apply to its activities under or pursuant to the Project and the Terms and Conditions of Grant. For the avoidance of doubt, a Party will not submit an application for a Project until the ethical issues relating to the Project are identified and brought to the attention of the relevant approval or regulatory body.
12. Standards. Applicants will comply with at least the standards, principles and good practices expressed in the standard UKRI Terms and Conditions of Grant. Bath reserve the right to call for periodic updates on the Project’s progress and copies of the applicants’ policies and processes which ensure good practice.
13. Research Misconduct. Any investigations and their outcomes into research misconduct associated with the Project must be notified to Bath.
14. The Applicants must provide details of any retractions or withdrawal of submissions/publications, any allegations, proven or not, of cases of fraud and any other complaint or investigation into dishonesty, fraudulent activities or business misconduct, by any regulatory body or the police into an Applicant’s activities or those of its staff.
15. Health and Safety. The Applicants are responsible for ensuring a safe working environment for all individuals associated with the Project and for meeting all regulatory and legislative health and safety requirements.
16. Employment. Applicants are wholly responsible for staff funded from the Grant, and accept all duties owed to and responsibilities for these staff, including, without limitation, their terms and conditions of employment, and their training and supervision, arising from the employer/employee relationship. For the avoidance of doubt, if a Research Fellow is appointed the Research Fellow must be appointed as an employee for the full duration of the Grant.
17. Royalties and Licence Fees. The Lead Applicant shall ensure that all royalties, licence fees or similar expenses in respect of all Intellectual Property Rights used in connection with the Project, have been paid. The Lead Applicant shall indemnify Bath and/or the Consortium from and against all claims and proceedings, which may be made or brought against Bath or the Consortium and any damages, costs and expenses incurred by Bath or the Consortium in respect of such supply or use.
18. Expenditure.
18.1 Funds can only be transferred and used to meet the cost of activity or activities that meet the agreed aims and objectives of the Project.
18.2 Funds intended to meet Directly Incurred Costs must not be used to meet the costs of an activity that will fall outside the Grant Period.
18.3 Expenditure incurred prior to the start of the Grant may be subsequently charged to the Grant, provided that it does not precede the date of the Award Letter.
18.4 Transfers of funds between fund headings are permitted only within and between Directly Incurred Costs, excluding equipment, at the rate applicable for the heading as set out in the Award Letter.
18.5 Failure to comply with the reporting requirements will result in suspension of Grant payments.
18.6 Bath reserves the right to refuse payment (or to be reimbursed for Grant payments made) for any expenditure which has not been incurred in line with the Terms and Conditions of Grant and (if any) the heading as set out in the Award Letter.
18.7 The Final Expenditure Statement must be submitted within one (1) month of the end of the Project Deadline.
19. Equipment
19.1 Procurement of Equipment. The procurement of equipment, consumables and services, including maintenance, must comply with all applicable legislation and consideration must be given to the energy and waste implications of all procurements. For contracts over £25,000, excluding VAT, professionally qualified procurement staff must be consulted before the procurement process begins.
19.2 Ownership of Equipment. You must inform Bath if the need for the equipment diminishes substantially or it is not used for the purpose for which it was funded during the Grant Period. Bath reserves the right to determine the disposal of such equipment and to claim the proceeds of any sale. Any proposal to transfer ownership of the equipment during the period of the Grant requires the prior approval of Bath.
19.3 Equipment Data. All new equipment purchased over £138,000 (£115,000 ex VAT) must be registered on the “Equipment.data” national database.
20. Financial Reporting. The Lead Applicant is accountable for funds dispersed and for the timely and accurate submission of all expenditure statements required under the Terms and Conditions of Grant, including the submission of the Final Expenditure Statement. Once an expenditure statement has been received and the expenditure incurred has been reconciled against payments made, it will be considered as final. Any unspent funds will be recovered.
21. Applicants must retain all accounting information relating to the Grant for the current financial year plus the subsequent six years after the submission date of the Final Expenditure Statement.
22. If UKRI require an Annual Statement from Bath or any member of the Consortium concerning the allocation of UKRI funding, on receipt of a request from Bath the Lead Applicant must complete and return a statement of the Grant funding the Applicants have received, by the specified deadline.
23. Intellectual Property Rights: All work produced for the Project is to be created and licenced under the Creative Commons license CC-BY at https://creativecommons.org/licenses/by/4.0/legalcode (or such amended or updated version howsoever called), which allows for unrestricted reuse of content subject only to the requirement that the source work is appropriately attributed.
24. At the Project Completion Date, where work (regardless of its state of completeness) produced for the Project has not been licenced by the Applicants under the Creative Commons license CC-BY, Bath reserve the right to ownership of the intellectual Property Rights, and the Applicants will take all such acts necessary (at their cost) to perfect Bath’s title. Bath will then make the Intellectual Property Rights available under a CC-BY licence.
25. Data Protection. It is anticipated that personal data might be collected during the Project but that all such data will be anonymised. The Applicants agree that consent will be sought from all participants involved in the research and where a participant is under the age of 16 such consent will also be obtained from a parent or guardian. The Applicants undertake that written or verbal consent will be obtained and that the participants will be made aware (where applicable) that data will be transferred between and made available to the Discribe Hub+ consortium members. The Parties will ensure that in the processing or handling of personal data that they will comply with the Data Protection Legislation.
26. Data Protection Indemnity. The Applicants agree to hold Bath and the Consortium Members harmless for any direct costs to Bath or the Consortium Members incurred as a result of the Applicants’ failure to comply with Data Protection Legislation.
27. Acknowledgments: All results of the Project must acknowledge ESRC and Digital Security by Design Hub+ funding.
28. Disclaimer: Bath and the Consortium accept no liability, financial or otherwise, for expenditure or liability arising from the research funded by the Award except as set out in these Award Terms and Conditions.
29. Force Majeure and COVID.
29.1. An Applicant shall not be liable for failure to perform Project obligations, nor be liable to any other Party for any claim for compensation or damage, nor be deemed to be in breach of the Terms and Conditions of Grant, if such failure arises from an occurrence including but not limited to, acts of God, decrees or restraints of government, strikes, labour disputes (other than strikes or labour disputes by its own staff), pandemic, epidemic, war, fire, riot, sabotage, terrorism and any other cause or causes whether similar or dissimilar to those already specified which cannot be controlled by that Party (a "Force Majeure Event").
29.2 If an Applicant affected by a Force Majeure Event causes a delay of six (6) weeks or more, and if such delay may reasonably be anticipated to continue, then the Applicants shall discuss with Bath, whether continuation of the Project is viable.
29.3 Applicants shall not be liable, for the inability to perform its obligations under the Terms and Conditions of Grant, nor be liable to any claim for compensation or damage, nor be deemed to be in breach of the Terms and Conditions of Grant, if such failure arises from an occurrence or circumstances imposed by the COVID pandemic or a COVID epidemic which is beyond the best efforts of the Applicant to mitigate. If the delay in performance lasts for more than six (6) weeks, and if such delay may reasonably be anticipated to continue, then the Applicants shall discuss with Bath, whether continuation of the Project is viable.
30. Termination. Bath reserves the right to terminate the Grant at any time, subject to 30 days notice, and to any payment that Bath agree may be necessary to cover outstanding and unavoidable commitments. If a Grant is terminated or reduced in value, no liability for payment, redundancy or any other compensatory payment for the dismissal of staff funded by the Grant will be accepted, but, subject to the provisions of Clause 19.2, negotiations will be held with regard to other contractual commitments and concerning the disposal of assets acquired under the research grant.
31. Termination due to Breach. If Bath terminates a Grant for reasons of an Applicant’s breach of the Terms and Conditions of Grant, the termination is effective immediately on delivery of a Notice to the Lead Applicant or in the situation where it is not clear whom the Lead Applicant is, Bath may give notice to any Applicant. Applicants may appeal to the Pro Vice Chancellor for Research at Bath. However, Bath’s decision is final. Bath may recover:
31.1 20% of the Grant received and spent by the Applicant(s) where the Applicant(s) is only in breach of the Standard Terms and Conditions of Grant or the Specific Terms and Conditions of Grant;
31.2 100% of the Grant received and not spent by the Applicant(s) where the Applicant(s) is only in breach of the Standard Terms and Conditions of Grant or the Specific Terms and Conditions of Grant;
31.3 100% of the Grant regardless of whether it is spent or unspent, for breaches of the Standard Terms and Conditions of Grant by the Applicants which are also a breach of and/or put Bath in breach of the Standard UKRI Terms and Conditions of Grant.
32. No Partnership: Nothing in the Terms and Conditions of Grant shall create, imply or evidence any partnership or joint venture between the Applicants and Bath, or between the Applicants and the Consortium, or the relationship between them of principal and agent.
33. Third Party Rights: Except that Bath may assign its right of action against an Applicant for the Applicant’s breach of the Standard Terms and Conditions of Grant to UKRI, neither the Applicants not Bath intend that any of these Terms and Conditions of Grant should be enforceable by any Third Party, or that they shall confer or purport to confer on any Third Party any benefit or any right to enforce any term of the Terms and Conditions of Grant for the purposes of the Contracts (Rights of Third Parties) Act 1999.
34. Waiver: No failure or delay by Bath to exercise any right or remedy provided under Terms and Conditions of Grant for or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial waiver of any right or remedy provided under the Terms and Conditions of Grant shall preclude or restrict the further exercise of that or any other right or remedy.
35. Severability: If any one or more clauses or sub-clauses of the Terms and Conditions of Grant would result in the Terms and Conditions of Grant being prohibited pursuant to any applicable law then it or they shall be deemed to be omitted. The Applicant shall uphold the remainder of the Terms and Conditions of Grant.
36. Notices: Any notice to be given under the Terms and Conditions of Grant must be in writing, may be delivered to the other party or parties by any of the methods set out in the left hand column below and will be deemed to be received on the corresponding day set out in the right hand column. For all notices (except email notices) a copy of the notice should be emailed to the other party on the day that the notice is sent.
Method of service Deemed day of receipt
By hand or courier The day of delivery
By pre-paid first class post The second Business Day after posting
By recorded delivery post The next Business Day after posting
By email When the sender receives a reply e-mail confirming delivery
Contact persons and addresses for Notices will be given in the Award letter and amended from time to time by Notice.
37. Changes to Project. No substantive changes to a Project are permitted without the prior approval of Bath.
38. Extensions. The Project Completion Date is absolute and will not be extended.
39. Novation. With the prior consent of Bath, the Grant may be transferred to another eligible organisation, providing that eligible organisation can provide a suitable environment to enable the project to be successfully completed; and a written novation agreement from both the relinquishing and receiving organisations is provided to Bath. For the avoidance of doubt Grant funding and Terms and Conditions of Grant will not be revised following transfer.
40. Amendments. No variation or amendment of the Terms and Conditions of Grant will be effective unless it is made in writing and signed by an authorised signatory of Bath and the Applicants.
41. Entire Agreement. The Terms and Conditions of Grant contain the whole agreement between Bath and the Applicants in relation to the Grant.
42. Governing law and jurisdiction. Every aspect of the Terms and Conditions of Grant and all disputes, issues, or claims (including any non-contractual dispute, issue, or claim arising out of or in connection with its subject matter or formation) are governed by, and are to be construed in accordance with, the law of England. The Applicants and Bath hereby irrevocably submit to the exclusive jurisdiction of the courts of England to settle any dispute, issue, or claim which has arisen or may arise out of or in connection with the Terms and Conditions of Grant.
43. Arbitration. All disputes, differences or questions between the parties to the Contract with respect to any matter or thing arising out of or relating to the Terms and Conditions of Grant (other than a matter or thing as to which the decision of Bath is under the Terms and Conditions of Grant final and conclusive, and except to the extent to which special provision for arbitration is made in the Terms and Conditions of Grant), shall be referred to the arbitration of 2 persons, one to be appointed by Bath and one by the Applicants, in accordance with the provisions of the London Court of International Arbitration. The arbitration must be conducted in London, England.
DEFINITIONS
Applicant(s): A party or parties which jointly apply to a commissioning call. Taken to be comprised of the parties which jointly offer to complete a Project in reply to an Invitation, and whose composition may change through novation according to clause 39.
Award Letter: Acceptance by Bath of the Applicant’s offer, given in the Applicant’s Offer Letter.
Bath: The University of Bath, an exempt charity established by Royal Charter under number RC000644, whose principal offices are at Claverton Down, Bath BA2 7AY, England, Great Britain
Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended or any successor legislation and any other directly applicable regulations relating to data protection and privacy (including, without limitation, the privacy of electronic communications, and any applicable European Union legislation and regulatory requirements relating to personal data in force from time to time which apply to a Party relating to the use of personal data).
Deadline: The date by which an application must be submitted for the commissioning call.
Directly Allocated Costs: Costs of resources used by the Project that are shared by other activities. They are charged on the basis of estimates rather than actual costs and do not represent actual costs on a project by project basis.
Directly Incurred Costs: Costs that are explicitly identifiable as arising from the conduct of the Project which are charged as the cash value actually spent and are supported by an audit record.
England: a country that is part of the United Kingdom.
Final Expenditure Statement: Statement, due within one (1) month of the Project Completion Date, reconciling the actual expenditure with the Grant payments made.
Full Economic Costs (fEC): A cost which, if recovered across an organisation’s full programme, would recover the total cost (direct, Indirect Costs and total overhead) including an adequate recurring investment in the Applicant’s infrastructure.
Grant Period: The duration of time between the Project Start Date and the Project Completion Date.
Terms and Conditions of Grant: The Standard Terms and Conditions of Grant together with any Specific Terms and Conditions of Grant and the Standard UKRI Terms and Conditions of Grant that together comprise the basis on which the Grant is awarded to the Applicants.
Indirect Costs: Non-specific costs charged across all projects based on estimates that are not otherwise included as Directly Allocated Costs. They include the costs of the Applicant’s administration such as personnel, finance, IT, legal, general laboratory, office consumables, library and some departmental services.
Intellectual Property Rights: Patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, confidential information, applications for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above;
Lead Applicant: The Applicant to which the Grant is awarded and which takes responsibility for the management of the Project and accountability for funds provided, and where multiple Applicants intend to complete a project jointly, the Applicant that warrants that each of the other Applicants has the full power and authority under their constitution, and has taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement and it is not in breach of the Terms and Conditions of Grant.
Offer Letter: Applicant’s offer to complete the Project according to the Terms and Conditions of Grant, specific details of the Grant, including the Project Start Date and Project End Date, Grant value and any Specific Terms and Conditions of the Grant.
Invitation: An official document setting out specific details of the Grant, including the Project Start Date and Project End Date, Grant value and any Specific Terms and Conditions of the Grant. This is an invitation to the Applicants for them to offer to complete the Project.
Project: The project funded by the Grant as set out in the Invitation.
Project Completion Date: The date by which a funded Project must be completed, with all deliverables.
Project Start Date: The official start date of the Project for which the Grant is awarded, as set out in the Award Letter.
Research Worker: Any person or third party working in any capacity on the Project.
Research Fellow: An academic research position at a university or a similar institution and is roughly equivalent to the title of lecturer in the teaching career pathway
Third Party: Any person/organisation which is not an Applicant or Bath
UKRI: UK Research and Innovation,