Schedule 1 – Grant Terms

(Note: the following is an excerpt from the terms applicable to the grant funding received by the University of Bristol in respect of the System. References in this Schedule 1 to ‘the Project’ are to activity funded by the grant – not to the Research Project defined in the main body of the Access Terms. In this Schedule 1, ‘you’ refers to the University of Bristol and ‘we’ refers to the body providing the grant funding.)

It is the responsibility of the Research Organisation to ensure that their Staff who are funded by or involved in the award, are made aware of how personal data may be used by both UKRI and the Research Organisation.

To meet UKRI’s obligations for public accountability and the dissemination of information, contents of funded research proposals and Projects will also be made available on the Councils’ websites and other publicly available sources. As a condition of funding, UKRI may use the data to publish information on awards made. We may also share information with third parties to support, for example, open access publication and reporting outcomes via Researchfish.

UKRI is also subject to the UK Freedom of Information Act (2000) and the Environmental Information Regulations (2004) and may be required to release grant information on request, subject to appropriate exemptions.

Further information is provided by the UKRI Use of grant proposal information addendum (https://www.ukri.org/applyfor-funding/before-you-apply/your-responsibilities-if-you-get-funding/meeting-ukri-terms-and-conditions-forfunding/) and via the UKRI Privacy Notice (https://www.ukri.org/about-us/privacy-notice/).

Terms and Conditions of Grant

RGC 2 Accountability & Responsibilities of the Research Organisation

RGC 2.1 You are responsible for ensuring that the Project carried out by You, the Grant Holder and any members of Staff, comply with the Grant Terms and Conditions. You shall use reasonable endeavours to ensure that any Third Parties with whom You contract with after the Official Start Date shall comply with the Grant Terms and Conditions.

RGC 2.2 Compliance with Law

RGC 2.2.1 Subject to RGC 3.1.1, You must ensure that the Project is carried out in accordance with all applicable ethical, legal and regulatory requirements including but not limited to relevant provisions of the General Data Protection Regulation, the Data Protection Act 2018, the Bribery Act 2010, the Fraud Act 2006, the Equality Act 2010 and the Modern Slavery Act 2015 and Public Contract Regulations 2015 including all or any relevant Government procurement notices or controls.

RGC 2.2.2 You must ensure that the Project and any acquisitions made by You in order to deliver the Project are compliant with the National Security and Investment (NSI) Act 2021. Any asset or entities within the scope of the Act, obtained by the Grant funding awarded to You, completed on or after 12 November 2020, including when collaborating with third parties to acquire, sell or develop qualifying entities or assets, must comply with these rules. You may be required to notify the Government about an acquisition before you can complete it.

RGC 2.3 Subsidy Control

RGC 2.3.1 You must ensure at all times that Your use of the Grant funding awarded to You is compliant with the Subsidy Control Act 2022.

RGC 2.3.2 You must inform Us of any other public funding applied for or awarded against the eligible costs covered by this Grant.

RGC 2.3.4 No subcontract or other agreement with a Third Party can be made which would constitute a breach of the Subsidy Control Act 2022.

RGC 2.4

RGC 2.4 You are accountable for the conduct of the Project, the use and proper financial management of the Grant in accordance with the Grant Terms and Conditions, whether the Project is carried out by You or the Grant Holder, Staff or other Third Party.

RGC 2.5

RGC 2.5 You must ensure that the Grant is spent in a way that is consistent with the purpose and conditions set out in the Offer Letter.

RGC 2.6 Project Due Diligence

RGC 2.6.1 You must carry out appropriate due diligence on any Third Parties used to deliver any part of the Project. At UKRI’s request, You must provide details of expenditure of the Grant by any Third Party. The following due diligence guidance and questionnaire should be followed, regardless of whether any Third Parties used to deliver all, or part, of the Project are based in the United Kingdom or overseas: https://www.ukri.org/aboutus/policies-standards-and-data/good-research-resource-hub/equitable-partnerships/.

RGC 2.6.2 You must undertake appropriate due diligence on Your collaborative partner(s) used to deliver any part of the Project [redacted] before any collaboration between parties begins, including where changes occur after the Official Start Date to individuals or organisations involved in the Project or, where any material change occurs in the nature of the collaboration or external factors which might alter the level of risk to the Project and its potential usages. Where due diligence checks identify a potential risk, You must ensure that appropriate mitigations are in place to manage that risk before any Grant activity and/or collaboration affected by the risk begins/is continued. Due diligence must be undertaken in line with UKRI’s Principles on Trusted Research and Innovation: https://www.ukri.org/about-us/policies-standards-and-data/good-research-resource-hub/trusted-research-and-innovation/.

RGC 2.8

RGC 2.8 You must notify UKRI of any changes to Your constitution, legal form, membership structure (if applicable) or ownership which affect Your eligibility to hold the Grant, or to deliver the Project or any other changes which affect Your ability to comply with the Grant Terms and Conditions.

RGC 3 Governance and Authorised Users

RGC 3.1 Ethics, Misconduct and Conflicts of Interest

RGC 3.1.1 It is acknowledged that the operation of AI supercomputers is an emerging area with a number of ethical and legal challenges and may be subject to further regulatory change. The parties are jointly responsible for ensuring that ethical issues relating to the Project are identified and brought to the attention of the relevant approval or regulatory body. Before any such work requiring approval begins, approval must have been granted by the relevant body.

RGC 3.1.2 You must report to Us any investigations into misconduct in relation to the Project by Your Staff or Third Parties directly associated with the Project (to the extent You are aware of the same) promptly and in any case within one (1) month following any decision to undertake a formal investigation and subsequently notify Us of the finding and any actions taken (subject to any obligations of confidentiality to which You may be subject and provided it doesn’t breach any applicable laws). You must provide details of any allegations of cases of fraud or attempted fraud and any other complaint or investigation into dishonesty, fraudulent activities or business misconduct, by any regulatory body or the police into Your activities or those of Your Staff as soon as this becomes known to You. It is a requirement that any instances of fraud or attempted fraud relating to this Grant funding received by You from Us, should be reported to [email protected].

RGC 3.1.3 You must have a policy in place to manage conflicts of interest. Any potential conflicts of interest identified at the point of agreement or thereafter during the Grant Period must be managed as part of the Project. We reserve the right to request details of the management of any interests at any point during the Grant Period.

RGC 3.2 Project Oversight and Governance

RGC 3.2.1 We and You acknowledge the requirement for oversight of project delivery and governance and recognise the needs of such will develop as the Project progresses.

RGC 3.3 Health and Safety

RGC 3.3.1 You are responsible for: (i) ensuring a safe working environment for Your Staff (whether working on or off-site) and all individuals associated with the Project whilst working at the Premises; and (ii) meeting all regulatory and legislative health and safety requirements.

RGC 3.3.2 We reserve the right to require You to undertake a safety risk assessment in individual cases where health and safety may be an issue, and to monitor and audit the actual arrangements made. In the event of a serious incident (e.g. death) we require that you inform us for risk purposes.

RGC 3.4 Equality, Diversity and Inclusion

You are expected to ensure that equality, diversity and inclusion is considered and supported at all stages throughout the performance of the Project, in alignment with Our policies and principles at: https://www.ukri.org/aboutus/policies-standards-and-data/good-research-resource-hub/equality-diversity-and-inclusion/ for equality, diversity and inclusion. Your approach to supporting equality, diversity and inclusion is expected to exceed all relevant legal obligations, including but not limited those of the Equality Act 2010.

RGC 3.5 Safeguarding

All relevant safeguarding legislation must be adhered to, We particularly draw your attention to child protection legislation and the Modern Slavery Act 2015. You must have sufficient policies and/or processes in place in order to foster safeguarding.

RGC 3.6 Bullying and Harassment

RGC 3.6.1 You must have clear, well-publicised policies, processes and training in place. To manage the risks associated with Our funding, organisations must inform UKRI of any upheld allegations of sexual exploitation, abuse and harassment, bullying, psychological abuse and physical violence against staff, students or associated personnel directly involved in a UKRI funded activity.

RGC 3.6.2 UKRI’s Preventing Harm (Safeguarding) in Research and Innovation policy, https://www.ukri.org/about-us/policies-standards-and-data/good-research-resource-hub/preventing-harm-in-research/ provides further information on Our expectations, including the actions that UKRI may take.

RGC 3.7 Whistleblowing

You must have clear, well-publicised policies and processes in place consistent with good practice recommended by the National Audit Office Assessment Criteria for Whistleblowing policies.

RGC 7

RGC 7.2 Research Monitoring and Evaluation

RGC 7.2.1 You must submit information for monitoring and evaluation purposes on the outputs and outcomes and impacts of the Project during and if requested for a period of seven (7) years after the expiry of the Grant Period or the earlier termination of the Grant in accordance with Annex D, in any reasonable format defined by UKRI.

RGC 7.2.2 We may require a separate End of Award Report on the conduct and outcome of the Project. If required You must submit the report within three (3) months of the end of the Grant Period. No further application from a Grant Holder will be considered while an End of Award Report is overdue.

RGC 7.2.3 We reserve the right to call for periodic updates on the Project’s progress or to visit the Project team, or request participation in evaluation studies. The Grant Holder must make all reasonable efforts, if so invited, to respond to requests for information or to attend events or activities organised by UKRI concerning the Project, including requests or events after the end of the Grant Period.

RGC 7.3 Disclosure and Inspection

RGC 7.3.1 We shall be entitled to inspect any financial or other records and procedures held by the Grant Holder and associated with the Grant as are reasonably required to verify the regularity and propriety of Grant expenditure, or to appoint any other body or individual for the purpose of such inspection. We may also require You to request further information from any Third Party to the extent permitted in Your contract(s) with such Third Parties, in order to verify Grant expenditure. We shall ensure that any confidential information disclosed shall be treated with the same care and discretion to avoid disclosure as We use with Our own similar information. We may disclose confidential information to the minimum extent required by any law or regulation (provided, in the case of a disclosure required under the Freedom of Information Act 2000 or Environmental Information Regulations 2004, none of the exceptions within such Act or Regulations applies to the information disclosed), any governmental or other regulatory authority, or a court or other authority of competent jurisdiction.

RGC 7.3.2 If We request it, You must provide a statement of account for the Grant, independently examined by an auditor who is a member of a recognised professional body, certifying that the expenditure has been incurred in accordance with the Grant Terms and Conditions.

RGC 7.3.3 We will undertake periodic reviews of Research Organisations within the Funding Assurance Programme to seek assurance that grants are managed in accordance with the terms and conditions under which they are awarded.

RGC 8 Staff

RGC 8.1 Employment

You are wholly responsible for Your 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.

RGC 14

RGC 14.2

RGC 14.2 Unless otherwise agreed, all intellectual property rights arising from any access and use of the Isambard AI Research Resource by Authorised Users shall belong to the party that generates them (or as may otherwise be agreed with that Authorised User).

RGC 14.3

RGC 14.3 You and We are responsible for ensuring that Your and Our respective Authorised Users make every reasonable effort to ensure that the knowledge and other intellectual assets obtained in the course of their access and use of the Isambard AI Research Resource, whether protected by intellectual property rights or not, are used in accordance with the Project Description, including (but without limitation) by ensuring that such Authorised Users undertake to disseminate the useful results acquired from all research carried out by such Authorised Users to the public and others able to utilise or benefit from it and that such research will not be undertaken for private or commercial consumption or gain. You are also responsible for ensuring that You make every reasonable effort to ensure that the knowledge and intellectual assets obtained in the course of Your access and use of the Isambard AI Research Resource, whether protected by intellectual property rights or not, are used in accordance with the Project Description, including (but without limitation) by ensuring that You disseminate the useful results acquired from all research carried out by You to the public and others able to utilise or benefit from it and that such research will not be undertaken for private or commercial consumption or gain.

RGC 14.5

RGC 14.5 Publications and other forms of media communication, including media appearances, press releases and conferences, must acknowledge the support received from Us, quoting the Grant reference number if appropriate. Please see details on how to acknowledge funding at https://www.ukri.org/manage-youraward/publishing-your-research-findings/acknowledging-your-funding/#contents-list.

Annex A - Definitions

• Access Principles: The principles for the access and use of the Isambard AI Research Resource as set out in Annex E.

• Authorised User: Any person approved by You or Us to have access and use of the Isambard AI Research Resource in accordance with the Access Principles.

• Council: Any of the bodies listed under the Introduction.

• Frontier Model Taskforce: The AI taskforce hosted within the Department for Science, Innovation and Technology (DSIT) and whose members are each under contract with DSIT. Since these terms were drafted, the Frontier Model Taskforce has been renamed the AI Safety Institute.

• Grant: The grant funding award as set out in the Offer Letter.

• Grant Holder: The individual at the Research Organisation to which the Grant is assigned and who has responsibility for delivery of the Project.

• Grant Period: Has the meaning set out in RGC 6.1.

• Grant Terms and Conditions: These Terms and Conditions of Grant together with the Specific Terms and Conditions of Grant that together comprise the basis on which the Grant is awarded to the Research Organisation.

• Isambard AI Research Resource: The Artificial Intelligence (AI) computing system to be installed and integrated at the Premises and supported and maintained during the Grant Period as further described in the Project Description.

• Offer Acceptance: A document to be completed and returned by the Research Organisation either accepting or declining the Grant.

• Offer Letter: An official document setting out specific details of the Grant, including the Project start and end date, Project Description, Grant value and any Specific Terms and Conditions of the Grant as required by the relevant Council.

• Official Start Date: The official start date of the Grant being the date the Offer Letter is accepted.

• Premises: National Composites Centre, Bristol and Bath Science Park, Feyman Way Central, Emersons Green, Bristol BS16 7FS and any other University of Bristol location associated with the Project.

• Project: The project funded by the Grant to: (i) procure and install the Isambard AI Research Resource at the Premises; (ii) support and maintain the operation of the Isambard AI Research Resource for the Grant Period; and (iii) manage the Authorised Users' access to the Isambard AI Research Resource, as set out in the Offer Letter. The Project expressly excludes the individual research projects being carried out by Authorised Users on the Isambard AI Research Resource and the Authorised Users' use of the Isambard AI Research Resource for such purposes.

• Project Description: The description of the Project set out in the Offer Letter.

• Research Organisation: The organisation to which the Grant is awarded and which takes responsibility for the management of the Project and accountability for funds provided.

• Specific Terms and Conditions of Grant: The specific conditions of grant required in addition to these Terms and Conditions of Grant as set out in the Offer Letter.

• Staff: Your employees, staff, other workers, agents and consultants who are employed or engaged by You in the relation to the Project from time to time.

• Terms and Conditions of Grant: The terms and conditions of grant set out in this document.

• Third Party: Any person/organisation to which You or the award holding Research Organisation directly passes on any of the Grant funds awarded by the Council.

Annex B - Information Sources

These Grant Terms and Conditions should be read in conjunction with the following sources. In the event of any conflict the Grant Terms and Conditions shall prevail:

1. UKRI Privacy Notice: www.ukri.org/about-us/privacy-notice/
2. Subsidy Control Act 2022: Statutory guidance for the UK Subsidy Control Act https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1176040/subsidy-control-statutory-guidance.pdf
3. UKRI Trusted Research and Innovation Principles: https://www.ukri.org/about-us/policies-standards-and-data/good-research-resource-hub/trusted-research-and-innovation/
4. UKRI fEC Grant Guidance: https://www.ukri.org/apply-for-funding/before-you-apply/your-responsibilities-if-you-get-funding/meeting-ukri-terms-and-conditions-for-funding/
5. Research Outcome Reporting Requirements: https://www.ukri.org/apply-for-funding/manage-yourfunding-award/report-your-research-outcomes/
6. The principles outlined in the HMT Managing Public Money (noting that the process rules are applicable only to Us), in particular, the following general principles of good governance:
   • Honesty
   • Impartiality
   • Openness
   • Accountability
   • Accuracy
   • Fairness
   • Transparency
   • Objectivity
   • Reliability

Annex E

Access Principles

The high-level purpose of the Isambard AI Research Resource is to facilitate the Project Description, which includes:

• AI safety research.
• Provision of advanced compute for research by the UK’s higher education institutions and not for profit research organisations, the wider academic community and public bodies (including the UK Government’s Frontier Model Taskforce).

Fundamental Assumptions:

• No commercial use of the Isambard AI Research Resource; no use of the Isambard AI Research Resource by the Frontier Model Taskforce will flow through to commercial outcomes.