The following Terms and Conditions apply to both Lab Participants and those participating in the Synchronisation Lab User Group, collectively referred to as ‘Participants’.

Confidentiality

The Bank is committed to being transparent about its work, including the operation of the Lab and the Synchronisation Lab User Group. Subject to the confidentiality provisions below, the Bank reserves the right to use non-confidential information shared by Participants in its Lab deliverables, including announcements; Lab reports detailing the findings of the Lab; a final demonstration event; and any interim demonstrations for the Bank and potentially for other Participants, Bank’s stakeholder groups (to be identified by the Bank), the Synchronisation User Group, and where appropriate, more widely. The Bank plans to disclose names of Participants, although Participants may inform the Bank if they would prefer their names not be disclosed.

Participants are reminded of their legal obligations in relation to material non-public information, including under the UK Market Abuse Regulation (Regulation (EU) No 596/2014). Under no circumstances should market sensitive information be shared in the Lab or as part of the Synchronisation Lab User Group.

Any non-public information disclosed, or opinions expressed, by the Bank in the context of the Lab should be treated as confidential.

Participants should inform the Bank, in writing, of any information shared with the Bank as part of the Lab and/or the Synchronisation User Group which they consider to be confidential and highlight why they believe it to be confidential. It is also the responsibility of any Participant to ensure that they are satisfied with the level of protection for any information shared by them. If they are not satisfied, then it is the Participant’s responsibility to not share any such information.

Where confidential information is disclosed by a party (whether that be the Bank and/or a Participant) in the course of their participation in the Lab and/or the Synchronisation Lab User Group, the receiving party (whether that be the Bank and/or a Participant) agrees to: (i) keep such information confidential and safeguard it accordingly; (ii) not use or exploit the confidential information in any way including but not limited to their competitive and/or market advantage, except for the purposes of the Lab and/or the Synchronisation Lab User Group; (iii) not directly or indirectly disclose or make available any such confidential information in whole or in part to any person, except as expressly permitted in writing by the owner of the confidential information; (iv) not to copy, reduce to writing or otherwise record confidential information except as strictly necessary for the purposes of the Lab and/or the Synchronisation Lab User Group.

The confidentiality obligations shall not apply where: (i) disclosure is a requirement of the law placed upon either the Bank and/or a Participant including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations; (ii) such information was in the possession of the Participant making the disclosure without the obligation of confidentiality prior to its disclosure by the information owner; (iii) such information was obtained from a third party without the obligation of confidentiality; (iv) such information was already in the public domain at the time of disclosure other than by a breach of this Terms of Participation; (v) such information is independently developed without access to the other party’s confidential information.

These terms shall survive the termination or expiration of this Terms of Participation.

Conflicts of interest, competition law and information-sharing

Participants are responsible for identifying and declaring any conflicts of interest that may arise from participating in the Lab and/or the Synchronisation Lab User Group, as soon as they arise. The Bank will decide how the conflict should be managed, which may include in limited circumstances, excluding or suspending the Participant in question from the Lab and/or the Synchronisation Lab User Group.

It is the responsibility of each Participant to ensure they understand their responsibilities under, and fully comply with, all applicable competition laws. To the extent that any Participant is unclear about these, they should seek legal advice and if appropriate arrange to undertake competition law compliance training or seek further guidance at their respective organisations

Particular care will need to be exercised in order to make sure that Participants (and their representatives) familiarise themselves with the concept of competitively sensitive information and do not unilaterally disclose or exchange it under any circumstance.

Publicity and branding

Participants shall not without the prior written consent of the Bank, and/or other Participants, use the name or brand of the Bank or any Participant, in any promotion, marketing, announcements relating to the Lab and/or the Synchronisation Lab User Group. Where the use of names or brand is permitted, the Bank, and/or each Lab Participant shall provide to the other Participant(s), their name or brand in a format to be used for the purpose permitted.

Participants may, with the prior written consent of the Bank (which the Bank will not unreasonably withhold), make public statements about their work in the Lab and/or the Synchronisation Lab User Group. After Participants are onboarded to the Lab and/or the Synchronisation Lab User Group, the Bank will provide Lab Participants with detailed guidelines on permitted public statements.

Participants agree that they shall not: (i) make any public statements about the Lab and/or the Synchronisation Lab User Group which implies that they are speaking on behalf of the Bank, on any future policy of the Bank and/or on the final design of the synchronisation capability or (ii) conduct themselves in such a way as to imply or express any approval or endorsement by the Bank of any products or services which they are testing in the Lab or discussing as part of the Synchronisation Lab User Group. For avoidance of doubt, participation in the Lab does not constitute acceptance of a Participant’s solution as a live RT2 synchronisation capability.

Intellectual property

The Bank will make the Lab infrastructure available for Participants to interact with, including through application programming interfaces (APIs).

Participants shall not acquire any right, title, or interest in or to the Intellectual Property Rights (‘IPRs’) of the Bank or its licensors, in the Lab infrastructure, including any updates and changes which the Bank makes to the Lab infrastructure to engage Participants’ use cases including following feedback from individual Participants or the Synchronisation Lab User Group.

The Bank shall not acquire any right, title, or interest, in or to Lab Participant’s IPRs, including any pre-existing IPR and any use cases designed and developed for the Lab.

The Bank grants to the Participant a limited, non-exclusive, royalty-free, non-transferable licence to use the IPR in the Lab infrastructure. This includes but is not limited to the management portal, the APIs, the sample applications, and the smart contract platform and any updates and changes which the Bank makes to the Lab infrastructure to enable Participant’s use cases, during their term in the Lab and solely for the purpose of participating in the Lab.

The Participant grants to the Bank a perpetual, irrevocable, non-exclusive, royalty-free, worldwide and sub-licensable licence, to use (including but not limited to the right to load, execute, store, transmit, display, copy and publicise) the Participant’s IPRs as necessary for the Bank to enjoy the full benefit of use cases developed for the Lab. This includes but is not limited to the right: (i) to use of all information that the Participant shares concerning their use case; (ii) to use Participant’s pre-existing IPR included in use cases; (iii) to use feedback and insights provided as part of the Lab including, feedback on any aspect of the Lab infrastructure; and (iv) the right to make such information, except information which is considered confidential, publicly available, for example, in the form of reports and videos describing the use cases and the findings derived from developing these use cases.

The Participant warrants that it has the power, authority, and right: (i) to provide the use case to the Bank without infringing or violating the rights (including Intellectual Property Rights) of any third party; and (ii) for the Bank to fully enjoy the use cases provided by the Lab Participant as anticipated by this Terms of Participation without infringing or violating the rights (including IPRs) of any third party. The Participant warrants that it will not knowingly, wilfully, or negligently cause the Bank to be in breach of such third party’s IPRs or other rights through the Bank’s enjoyment of the use cases as anticipated by this engagement.

The Participant shall indemnify and shall keep indemnified the Bank against all claims, actions, losses, liabilities, costs, and expenses (including all interest, penalties, and legal and other professional costs) which the Bank may suffer or incur as a result of or in connection with any breach of the Intellectual Property provisions.

Data protection

Each party agrees that it shall duly observe all its obligations under the applicable data protection legislation.

Where the Participant shares personal data with the Bank in its participation in the Lab and/or in the Synchronisation Lab User Group, the Bank shall process the personal data as a data controller in line with its privacy notices (refer to Annex 6: Data protection information).

Term

The Bank expects Participants to develop and demonstrate their use cases within six months of entering the Lab.

If at any time during the Lab and/or the Synchronisation Lab User Group, the Bank considers that a Participant is not engaging in a sufficient or collaborative manner, the Bank, acting reasonably and in its absolute discretion, may temporarily suspend the participation of the Participant until any concerns have been addressed.

The Bank may terminate, with immediate effect, the Participant’s involvement in the Lab and/or the Synchronisation Lab User Group where the Participant commits a material or repeated breach of the Terms of Participation and: (i) the breach is capable of remedy but the Participant has not remedied the breach to the satisfaction of the Bank within an agreed period; or (ii) the breach is not capable of remedy.

Disclaimer

Neither the Bank nor any of its staff, officials, or representatives are responsible for any views or statements expressed by Participants.

The activities, discussions, and outputs of the Lab should not be taken as an indication of future policy by the Bank.

General provisions

These Terms of Participation shall apply to Participants for the duration of their term in the Lab and/or Synchronisation Lab User Group unless and until such time as the Bank exercises its right to terminate a Lab Participant’s involvement due to a breach. Any provisions that by implication are intended to come into or continue in force on or after the termination or expiry of the Terms of Participation shall remain in full force and effect.

The Bank reserves the right to amend these Terms of Participation at any time by giving the Participants reasonable notice in writing. Updated Terms of Participation will be provided to all Participants.

These Terms of Participation shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts to settle all such disputes or claims.