The Terms of Participation include these terms and conditions, which shall apply to the participants in their participation in the cases studies. In consideration of the mutual obligations of the parties set out in the Terms of Participation, the parties agree to be bound by these terms and conditions.
Confidentiality
The Bank is committed to being transparent about its work, including the case study exercise. The Bank reserves the right to use the information shared by participants in the case study deliverables, including the internal report and a final publication (if published). The Bank will disclose the names of participants, although participants may inform the Bank if they would prefer their names not be disclosed.
Any non-public information disclosed, or opinions expressed in the context of the case study exercise will be treated as confidential. 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).
Participants should inform the Bank, in writing, of any information shared with the Bank as part of the case study exercise 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 case study exercise, 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 case study exercise; (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 case study exercise.
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 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 case study exercise, 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 exercise.
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.
The case study exercise will be undertaken bilaterally with each participant, and participants will not be party to any information discussed with other participants.
Publicity and branding
Participants shall not without the prior written consent of the Bank use the name or brand of each party in any promotion, marketing, announcements relating to the case studies exercise. Where the use of names or brand is permitted, the Bank shall provide to the 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, make public statements about their participation in the case studies exercise. After participants are selected, the Bank will provide participants with detailed guidelines on permitted public statements.
Participants agree that they shall not: (i) make any public statements about the case studies exercise which implies that it is speaking on behalf of the Bank, on any future policy of the Bank and/or on the final design of a digital pound; or (ii) conduct itself in such a way as to imply or express any approval or endorsement by the Bank of any business models they are exploring in the case studies.
Intellectual Property
Participants shall not acquire any right, title, or interest in or to the Intellectual Property Rights (“IPRs”) of the Bank.
The Bank shall not acquire any right, title, or interest, in or to the Participant’s IPRs, including any pre-existing IPR and any use cases explored in the case study exercise.
The participant warrants that it has the power, authority, and right to provide the information needed for the case study to the Bank without infringing or violating the rights (including Intellectual Property Rights) 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 case studies 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 case study exercise, the Bank shall process the personal data as a data controller in line with its privacy notice.
Term
The Bank expects participants to have completed the case study exercise within three months of being selected. The Bank does not anticipate extending this timeframe but may consider an extension in limited circumstances.
If at any time during the exercise, 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 case study exercise 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.
Participants may choose to withdraw from the exercise at any time by informing the Bank in writing. Upon withdrawing, the participants data will be removed from any final reports and will not appear in any formal outputs from the exercise, unless the participant otherwise confirms permission to continue to use this data.
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 case study exercise should not be taken as an indication of future policy by the Bank. Bank policy positions will continue to be developed and communicated in accordance with the usual governance and public consultation procedures of the organisation.
Participation in the case study exercise does not imply endorsement or confer any future advantage in procurement or regulatory engagement.
General provisions
These Terms of Participation shall apply to Participants for the duration of their term in the case study exercise unless and until such time as the Bank exercises its right to terminate a 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.