Terms & Conditions of a Prevent Breast Cancer Grant

These terms and conditions, together with the grant award letter issued to you [and the description of the Project set out in your grant application], sets out the entire agreement on which the Grant is awarded to you by Prevent Breast Cancer, to the exclusion of any other terms.

1. Definitions and Interpretation

Charitable Purposes: such purposes as are regarded as being exclusively charitable under the laws of England and Wales, and as amended or updated from time to time.

Confidential Information: means any information which ought reasonably to be considered confidential however conveyed or presented that relates to the Grant or to the business, affairs, operations, customers, beneficiaries, processes, budgets, pricing, policies, product information, strategies, developments, trade secrets, Know-How, personnel and suppliers of the disclosing Party, including the disclosing Party’s Intellectual Property Rights;  together with all information derived by the receiving Party from any such information, and  any other information clearly designated by the providing Party as being confidential to it (whether or not it is marked “confidential”).

Grant: the funded amount set out in the Grant Award Letter

Grant Award Letter: the letter issued to you which confirms the award of the Funded Amount in relation to the Project.

Project: the research project described by you in your grant application.

Project Period: the period of the research project set out in the Grant Award Letter.

Start Date: the start date for the Project as set out in the Grant Award Letter.

Any references to “you” or “the Grant Holder” is a reference to the person, institute or company identified in the Grant Award letter.

2. Duration

2.1 This Agreement shall apply from the Start Date until the earlier of:

• the expiry of the Project Period; and
• the date on which the Project activities have been completed; and the Grant has been spent by the you or otherwise returned to Prevent Breast Cancer.

2.2 Any obligations under this Agreement that remain unfulfilled following the expiry or  termination of this Agreement, shall continue in full force and effect until they have been fulfilled.

3. Use of grant

3.1 The Grant shall only be used for the delivery of the Project.  Prevent Breast Cancer reserves the right to impose any additional conditions in respect of the Grant that are necessary in the reasonable opinion of Prevent Breast Cancer to ensure that the Grant is used only for the Project and for Charitable Purposes. For the avoidance of doubt, the Grant may not be used for activities that are not Charitable Purposes.

3.2 You shall not use the Grant:

3.2.1 to purchase buildings or land; or

3.2.2 to pay for any expenditure commitments entered into before the Start Date

unless approved and agreed in writing with Prevent Breast Cancer.

3.3 Where you intend to apply to a third party for other funding for the Project, you must notify Prevent Breast Cancer in advance with details of the amount and purpose of that funding. You will not apply for duplicate funding in respect of any part of the Project or any related administration costs that Prevent Breast Cancer is funding under this Agreement.

3.2 If you suffer any financial or other difficulties which might have a material impact on your delivery of the Project or compliance with this Agreement you must notify Prevent Breast Cancer as soon as possible so that, without creating any legal obligation to do so, Prevent Breast Cancer will have an opportunity to provide assistance in resolving the problem or to take action to protect Prevent Breast Cancer and/or the Grant.

4. Payment of grant

4.1 The Grant will usually be paid quarterly in arrears. Prior to the Start Date, a payment schedule will be agreed in writing by Prevent Breast Cancer and the Grant Holder’s Finance Officer.

4.2 The Grant Holder agrees and accepts that payments of the Grant can only be made to the extent that Prevent Breast Cancer has available funds. In the event Prevent Breast Cancer does not have available funds, it will notify the Grant Holder in writing, and may suspend or terminate any further payments of the Grant.

4.3 Each payment will  be paid on receipt of a valid  invoice, which much clearly state the grant’s reference ID (as set out in the Grant Award Letter). Payment of invoices will not begin until an official Start Date has been confirmed by the Grant Holder.

4.4 Grant amounts agreed will not be increased or extended other than in exceptional circumstances and where funds are available. Applicants should include in the application form any expected cost of salary rises over the period of the Grant.

4.5 For the avoidance of doubt, the Parties agree that any distribution of Grant funds from Prevent Breast Cancer to the Grant Holder under this Agreement is outside the scope of VAT.  In the event that, at any time, the relevant tax authorities determine that VAT is due on any such payment made under this Agreement, the Grant funds distributed by Prevent Breast Cancer to the Grant Holder shall be deemed to be inclusive of VAT.

4.6 In the event that your Project does not utilise the full Grant, and your Project is overfunded, Prevent Breast Cancer reserves the right to:

4.6.1 reallocate unclaimed funds towards other costs or projects; or

4.6.2 reclaim from you any unspent funds.

4.7 If you fail to comply with any reasonable requests for repayment of Grant funds, Prevent Breast Cancer reserves its rights to take such action as may be reasonable and necessary to recover such funds. Failure to make repayment will prejudice any future Grant applications.

4.8 Prevent Breast Cancer is not liable as employer of any persons to whom support may have been given.

5. Project Management

5.1 Prevent Breast Cancer must receive advance written notification of any changes to the Project, including any key personnel. Any changes to the principal investigator must also be approved, in writing, by the researcher and any co-applicants. Changes to PhD supervision must be approved, in writing, by the new supervisor, the second supervisor and the student.

5.2 In addition to the above, Prevent Breast Cancer must also be notified of the following:

• any changes to the Project including dates, scope of research or requests relating to the amount of funding awarded, and such changes must be approved in writing by Prevent Breast Cancer;
• dissemination of your research including conferences, papers, posters and publications;
• any further funding awarded by a third party (see clause 3.4).

5.3 Prevent Breast Cancer reserves the right to undertake full financial and performance monitoring of the Grants.

5.4 The Grant Holders are expected to be actively engaged in the Project and will remain responsible for conduct throughout.

5.5 If you fail to comply with any of the above, or where you make changes to the Project which are not acceptable to Prevent Breast Cancer, we may withdraw the Grant with immediate effect. . You acknowledge that if the Grant is withdrawn, you may be required to submit a new application as required for the Project.

6. Reports and Publications

6.1 You must submit a report on the progress of your Project and expenditure under the Grant at least every 6 months, with a final report due [within 30 days] of completion of the Project.

6.2 If requested, you shall present the results of your Project to relevant stakeholders either at a research meeting; or directly to the Board of Trustees.

6.3 Failure to submit progress reports in accordance with this clause 6may prejudice any future support by Prevent Breast Cancer.

6.4 The Grant Holder must notify Prevent Breast Cancer, in advance of publication, of the acceptance of their abstract or paper for publication or presentation so that we can liaise with the publication’s communications team and prepare a press release as and when appropriate.

6.5 Acknowledgement of the support of Prevent Breast Cancer is required in publications relating to the Project, including in any abstracts submitted to scientific meetings.

6.6 Prevent Breast Cancer’s support should be acknowledged in published papers and abstracts and the final report.

6.7 Prevent Breast Cancer logo should be included on presentations. A jpeg of the logo will be sent to you for this purpose.

6.8 Electronic copies of abstracts and all published papers resulting from Prevent Breast Cancer funded/ co-funded Projects must be sent to Eva Hughes – eva@preventbreastcancer.org.uk

6.9 In the case of PhD studentships and fellowships, the Grant Holder shall ensure the student or researcher (as applicable) makes reference to the Prevent Breast Cancer award in their curriculum vitae and in any and all publications where the award is relevant.

7. Publicity and Media Relations

7.1 It is important for Prevent Breast Cancer, as a charity, to raise its profile where appropriate. Prevent Breast Cancer supports and encourages the Grant Holder and any researcher involved in the Project to promote their Prevent Breast Cancer funded work with the media. However, this must be done strictly in consultation with Prevent Breast Cancer.

7.2 Prevent Breast Cancer will contact the Grant Holder or researcher as appropriate to help respond to relevant media enquiries and PR initiatives about the charity’s work.

7.3 When possible and/or relevant Prevent Breast Cancer will promote the award of the Grant to national and local media and, may choose to write a press release for any publications or presentations that arise from the Grant. Any media work undertaken by Prevent Breast Cancer will be carried out with the full involvement of the Grant Holder.

8. Intellectual Property

8.1 The Grant Holder acknowledges that Prevent Breast Cancer’s aim is to publish as widely as possible the outcome of its research into breast cancer prevention and early diagnosis. Prevent Breast Cancer (or its agents) shall not be under an obligation to protect intellectual property rights in materials where, in the parties’ reasonable opinion, there is insufficient commercial justification to do so.

8.2 The Grant Holder will, or will ensure that its host institute will, allow Prevent Breast Cancer to visit, meet and discuss the results of the Project [with any other recipient of funding from Prevent Breast Cancer], which may include any potential for protection of such Intellectual Property Rights and for the commercial exploitation of the research arising out of the Project. If, in the opinion of Prevent Breast Cancer (or its agent), any results of Prevent Breast Cancer funded research are protectable or have a potential for commercial exploitation then Prevent Breast Cancer (or its agent) will inform the Grant Holder and/or its host institute.

8.3 The Grant Holder will, and will procure that the appropriate authority in the host institute shall,  consider and inform Prevent Breast Cancer (or its agent) of any results produced from or arising during the course of the Project and any rights in those results, including any patents, design rights, copyright and other industrial and intellectual property rights, whether registrable or not and all scientifically useful or commercially exploitable material, know-how and data relating to any invention arising from Prevent Breast Cancer funded research (“Intellectual Property Rights”) which might be suitable for commercial exploitation. Publication or any other form of public presentation of the results should not occur until after that consideration and all necessary steps to protect any Intellectual Property Rights have been taken.

8.4 Notwithstanding clause 8.3, the Grant Holder and/or host institute shall ensure there is no unnecessary delay before publication of the results arising out of the Project. The Grant Holder and/or host institute  may, in their discretion, take any steps reasonably necessary to protect any Intellectual Property Rights, as may from time to time be identified by the Grant Holder and/or host institute and /or Prevent Breast Cancer (or its agent) and notified by each of them to the other. If the Grant Holder or host institute decides not to protect any Intellectual Property Rights, Prevent Breast Cancer (either itself or through its agent) may elect, but is not obliged, to take the necessary steps required to protect those Intellectual Property Rights in its own name, and the Grant Holder / host institute (as applicable) shall promptly provide all reasonable assistance to Prevent Breast Cancer and execute any documents necessary to give effect to the same.

8.5 To the extent any Intellectual Property Rights arising out of the Project are capable of commercial exploitation, the Grant Holder shall promptly notify Prevent Breast Cancer. Prevent Breast Cancer reserves the right to take a share in revenues generated through the commercial exploitation of the Intellectual Property Rights, subject to the parties negotiating and entering into a revenue share agreement. Where it is agreed that it is appropriate for Prevent Breast Cancer to take the lead on commercial exploitation, whether itself or though third parties, the revenue share agreement shall include an appropriate licence under the Intellectual Property Rights sufficient for such commercial exploitation.  Any revenue share agreement shall recognise the costs incurred in protection of Intellectual Property Rights and any third party funding allocated to the Project. The Grant Holder or host institute (as applicable) shall be solely responsible for rewarding the inventors and department in which the researchers are situated out of its share of the revenue net of the aforementioned costs.

8.6 The prior written agreement of Prevent Breast Cancer is required for any commercial exploitation of the research results and any Intellectual Property Rights, before the Grant Holder and/or host institute, or any individuals involved in the Project, enter into any agreement, accept any appointment or take any action, which involves agreeing with a third party to any restrictions on publication, or the early disclosure, of the results of the Project. Prevent Breast Cancer reserves the right to refuse such agreement or to grant agreement subject to such conditions as Prevent Breast Cancer may decide.

8.7 For the avoidance of doubt, Prevent Breast Cancer reserves the right to vary its policy from time to time regarding ownership and exploitation of the Intellectual Property Rights and to change the terms of this Agreement accordingly.

9. Scientific Fraud/Integrity

9.1 In the event of fraud, it is the sole responsibility of the Grant Holder or its host institute or employing authority to investigate this.

9.2 If a case scientific fraud is suspected in the course of the Project, then Prevent Breast Cancer must be notified and kept informed of further developments. At the initial stages of the enquiry Prevent Breast Cancer would not normally suspend the Grant. However, if adequate steps are not taken to proceed with the investigation, Prevent Breast Cancer will suspend the Grant. If fraud is proven Prevent Breast Cancer will terminate the grant immediately.

10. Compliance

10.1 The Grant Holder shall deliver the Project in accordance with all relevant ethical and legal requirements, including but not limited to the following:

10.1.1 all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 in force (from time to time) in the United Kingdom respectively or in any other jurisdiction relating to this Agreement);

10.1.2 all relevant health and safety legislation, rules and regulations;

10.1.3 all relevant equalities rules and regulations, including the Equality Act 2010;

10.1.4 all applicable laws, statutes, and regulations relating to data protection and privacy;

10.1.5 all appropriate child protection and safeguarding standards; and

10.1.6 good employment practice.

10.2 The Grant Holder shall use reasonable endeavours to meet such other compliance requirements as shall be reasonably requested by Prevent Breast Cancer in writing from time to time.

11. Accounts and Records

11.1 The Grant shall be shown in the Grant Holder’s accounts as a restricted fund and shall not be included under general funds.

11.2 The Grant Holder shall keep separate, accurate and up-to-date accounts and records of the receipt and expenditure of the Grant monies received by it.

11.3 The Grant Holder shall keep all invoices, receipts and accounts and any other relevant documents relating to the expenditure of the Grant for a period of at least 6 years following receipt of any Grant monies to which they relate.  Prevent Breast Cancer shall have the right to review, at Prevent Breast Cancer ‘s reasonable request, the Grant Holder’s accounts and records that relate to the expenditure of the Grant and shall have the right to take copies of such accounts and records.

11.4 The Grant Holder shall provide Prevent Breast Cancer with a copy of its audited annual accounts within six months (or such lesser period as Prevent Breast Cancer may reasonably require) of the end of the relevant financial year in respect of each year in which the Grant is paid.

11.5 The Grant Holder shall comply with all applicable statutory requirements as regards accounts, audit or examination of accounts, annual reports, confirmation statements and annual returns.

12. Confidentiality

12.1 Each party shall during the term of this Agreement and thereafter keep secret and confidential all Confidential Information disclosed to it as a result of the Agreement and shall not use or disclose the same to any person save:

12.1.1 to the extent necessary to perform its obligations in accordance with the terms of this Agreement;

12.1.2 to the extent necessary to comply with any legal and/or regulatory requirements in force from time to time which apply to a party; or

12.1.3 as expressly authorised in writing by the other party.

13. Limitation of Liability

13.1 The liability of Prevent Breast Cancer under this Agreement shall be limited to the payment of the Grant (subject to and in accordance with the terms of this Agreement).

13.2 The Grant Holder shall be fully responsible and liable (and Prevent Breast Cancer shall to no extent be responsible or liable), financially and otherwise, for all liabilities, expenditure, claims, demands, actions, costs, expenses, losses and damages arising out of or in relation to:

13.2.1 any non-payment of the Grant on any due date; or

13.2.2 the Project or any use of the Grant.

14. Assignment and Sub-grants

14.1 The Grant Holder may not, without the prior written consent of Prevent Breast Cancer, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement or, except as contemplated as part of the Project, transfer or pay to any other person any part of the Grant.

14.2 Where Prevent Breast Cancer consents to any sub-grant by the Grant Holder in accordance with clause 14.1 above, the Grant Holder shall enter into an appropriate sub-grant agreement with the sub-grantee to ensure that the Grant Holder shall continue to meet its obligations to Prevent Breast Cancer under this Agreement.

14.3 The Grant Holder shall be responsible for the acts and omissions of all sub-grantees and shall indemnifyand hold harmless Prevent Breast Cancer, its employees, agents, officers or sub-contractors in respect of all liabilities, claims, demands, actions, costs, expenses, losses and damages made or brought by, or owing to, any person and in any way arising out of or incurred in connection with any sub-grants of the Grant that it makes

15. General

15.1 This Agreement may only be amended in writing signed by duly authorised representatives of Prevent Breast Cancer and the Grant Holder.

15.2 Any waiver given under or in relation to this Agreement shall be in writing and signed by or on behalf of the relevant Party. No failure or delay on the part of either Party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.

15.3 This Agreement shall not create any partnership or joint venture between Prevent Breast Cancer and the Grant Holder, nor any relationship of principal and agent, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

15.4 If any provision or part of this Agreement is held to be invalid, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law.

15.5 This Agreement, including its schedules, sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter

15.6 Where the Grant Holder is neither a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into and sign this Agreement on behalf of the Grant Holder shall be jointly and severally liable for the Grant Holder’s obligations and liabilities arising under this Agreement.

15.7 This Agreement does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999, but this clause does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.8 This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

15.9 The validity, construction and performance of this Agreement, and any contractual and non-contractual claims arising hereunder, shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit, except that a party may seek an interim injunction (or an equivalent remedy) in any court of competent jurisdiction.