The Water Breakthrough Challenge Round 1 (the “Challenge”) is run by Nesta Challenges in partnership with Arup on behalf of the Water Services Regulation Authority (”Ofwat”). Please note that these terms and conditions apply at all stages of the Challenge, from its opening on 6 May 2021 through to when funded projects have concluded and an evaluation of the competition is completed.
Full information about the Challenge and what participating in it will involve is published on the Challenge website (https://waterinnovation.challenges.org). We draw your particular attention to the Entrant Handbook (https://waterinnovation.challenges.org/wp-content/uploads/sites/3/2023/01/Water-Breakthrough-Challenge-Entrant-Handbook-v2.pdf), which should be read alongside these terms and conditions.
In these terms and conditions “you” and “your” means the lead applicant that submits an entry to the Challenge.
Please read these terms and conditions carefully before submitting an entry to the Challenge. By submitting an entry, you accept these terms and conditions on behalf of your organisation and agree to comply with them. By submitting an entry, you also confirm that you have authorisation to accept these terms and conditions on behalf of any partners, and other participants, identified within your application, and you acknowledge that you are responsible for making sure that those partners and participants comply with these terms and conditions.
1.1 Entries received by the relevant deadline will be assessed against the relevant Eligibility Criteria set out on the Challenge website (https://waterinnovation.challenges.org). Entries which do not meet the Eligibility Criteria shall not be accepted. The eligibility assessment will be conducted by Nesta with oversight from Ofwat. Ofwat reserves the right to refuse any entry that does not, in its assessment, meet the Eligibility Criteria.
1.2 The lead applicant of any entry must be an appointed ‘Water Company’ (a water and/or sewerage undertaker holding an appointment under Chapter 1 Part 2 of the Water Industry Act 1991 (the ‘Act’) see https://www.ofwat.gov.uk/regulated-companies/ofwat-industry-overview/licences). The lead applicant must comply with, and must ensure that its partners and participants comply with, these terms and conditions.
1.3 At least 10% of the total cost of the project to which your application relates must be funded from sources other than the Ofwat Innovation Fund (more information on this requirement is included in the Entrant Handbook). Please note that the lead entrant will be required to confirm that its entry complies with this requirement as part of the entry form.
1.4 Ofwat reserves the right to refuse any entry the terms of which Ofwat considers to be inconsistent with these terms and conditions.
1.5 An organisation (whether a Water Company or its partners or participants) is not eligible to apply to or participate in the Challenge:
1.5.1 if it shares common ownership with Nesta and/or Arup, except where such a relationship is declared and measures taken to manage any risk of conflict have been approved by Ofwat; or
1.5.2 if any individual in its project team or any senior member of its staff is:
(i) an employee of Nesta or Ofwat or an immediate family member of such employee;
(ii) an employee of Arup that is working or has worked on the research, design, administration, delivery and/or evaluation of the Challenge or the Innovation in Water Challenge or the Ofwat Innovation Fund, or any immediate family member of such employee; or
(iii) any other individual that is working or has worked on the research, design, administration, delivery and/or evaluation of the Challenge or the Innovation in Water Challenge or the Ofwat Innovation Fund, or any immediate family member of such individual,
except where such a relationship is declared and measures taken to manage any risk of conflict have been approved by Ofwat.
1.6 You can submit more than one entry to the Challenge. You must bear all the costs of entering and participating in the Challenge, including travel costs and other out of pocket expenses. Please note for the avoidance of doubt that your responsibility for all costs will apply regardless of the outcome of your application.
1.7 Ofwat reserves the right (in its discretion) not to accept late entries or entries submitted in languages other than English. Neither Nesta nor Ofwat are responsible for, and Ofwat may in its discretion disregard, entries that are lost, incomplete, damaged or late due to computer, network or telecommunications failure based on third party telephone or data networks.
1.8 The contact details you provide will be used to contact you about the Challenge. All communications from you in relation to the Challenge must be in English. If you do not respond within 14 days, or if you withdraw or are disqualified from the Challenge for any reason, another entry may be selected in your place, but there is no requirement or obligation for this to happen.
1.9 Eligible entries will be assessed against the assessment criteria set out within the Entrant Handbook (https://waterinnovation.challenges.org/wp-content/uploads/sites/3/2023/01/Water-Breakthrough-Challenge-Entrant-Handbook-v2.pdf) in order to determine the winners of the Challenge awards. Ofwat’s decision on the selection of winner(s) and the amount of the Challenge awards (including in relation to queries on the assessment process) is final. Ofwat will receive recommendations from the Challenge judging panel which it will take into consideration when making its decisions. However, Ofwat is not bound by the judging panel’s recommendations, and all and any awards are at Ofwat’s sole discretion. For the avoidance of doubt, Ofwat may at its sole discretion decide not to award any funding in relation to a Challenge competition. Correspondence will not be entered into, although Ofwat may at its sole discretion provide generalised or individual feedback to entrants or winners.
1.10 In consultation with Nesta, Ofwat may vary the form or substance of the Challenge (including deadlines and event dates) as it deems appropriate in the circumstances to ensure the Challenge objectives, as set out within the Entrant Handbook, are achieved. Ofwat may suspend or withdraw the Challenge if it considers that the Challenge will no longer achieve its objectives
1.11 Nesta, in consultation with Ofwat, reserves the right to vary these terms and conditions at any time. Variations will take effect from the date they are posted on the Challenge website so please check regularly to see the current version.
2.1 The payment of any funds awarded through the Challenge shall be settled through the mechanism agreed by the Water Companies. Neither Nesta, Ofwat nor any of their respective partners in the Challenge shall have any responsibility or liability to anyone, however, arising for the non-payment or delay in payment of any funds awarded through the Challenge.
2.2 Funding will be awarded in pounds sterling and the recipient is responsible for payment of tax and other charges.
2.3 If you are selected as a winner of the Challenge you will be required to enter into a Challenge award agreement before funds will be awarded. Any funds awarded by the Challenge must only be used to fund the project described in your application. Such usage must comply with the terms of the Challenge award agreement and must promote the objectives of the Challenge as described on the Challenge website. You must comply with all reasonable monitoring requirements specified by Ofwat, either directly or in conjunction with Nesta, to verify the proper use of such funds, and you consent to the sharing of all monitoring information between Nesta and Ofwat and with any third party Ofwat or Nesta (with the approval of Ofwat) may in future appoint in respect of the monitoring of the Challenge. Nesta and Ofwat reserves the right to include terms within the Challenge award agreement which may impose additional conditions on the release of funds during the course of the project if either Nesta or Ofwat, in their sole opinion, form the view that (i) the Challenge has not resulted or will not result in sufficient public benefit in line with Nesta’s charitable objects or the objectives of the Challenge and/or (ii) if such conditions are required or are appropriate in light of other legal or regulatory requirements.
2.4 If you fail to comply with the provisions of a Challenge award agreement, Ofwat reserves the right to refuse your entry to future competitions.
3.1 To participate in the Challenge, you must:
3.2 You must:
3.3 Ofwat, in consultation with Nesta, reserves the right at its sole discretion to disqualify you from the Challenge if you or your partners do not comply with these terms and conditions, if you or your partners behave in a way which is misleading, disruptive, inappropriate or potentially dangerous, if you or your partners fail to participate fully or do anything to damage the reputation of Nesta, Ofwat or Nesta’s partners. Ofwat, in consultation with Nesta, reserves the right to require repayment of any funding awarded to you and/or your partners through the Challenge if you and/or your partners fail to comply with these terms and conditions and/or the terms of any Challenge award agreement and/or the terms of the Settlement Agreement.
4.1 In these terms and conditions:
“IPR” shall mean any copyright and related rights, patents, rights to inventions, registered designs, database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Background IPR” is IPR, which exists prior to the submission of the application to the Challenge.
“Foreground IPR” is all IPR that is created through a project funded by the Challenge.
4.2 Each participant shall retain all rights in and to its Background IPR. Where necessary an appropriate form of licence should be granted to all participants in any project, which is the subject of a bid, for the sole purpose of the project, in order to enable it to go ahead.
4.3 With regards to the ownership of Foreground IPR, where a project funded through the Challenge involves more than one participant, then any jointly created IPR should be shared proportionately as agreed by the project participants, however where any IPR is created independently by one of the project participants then it should be owned by the participant who created it, rather than by all the project participants.
4.4 You and your partners hereby grant to all appointed Water Companies (whether currently existing or existing in the future) in England and Wales a non-exclusive, perpetual, sub-licensable, irrevocable, royalty-free licence to:
4.4.1 use your Foreground IPR for any purpose related to their operations as a water company. If the Foreground IPR contains any third party IPR you must ensure that such third party IPR is also licensed on the same basis set out in this clause 4.4.1; and
4.4.2 use a participant’s Background IPR solely to the extent necessary for them to receive the benefit of the licence granted at clause 4.4.1 above. If the Background IPR contains any third party IPR you must ensure that such third party IPR is also licensed on the same basis set out in this clause 4.4.2.
4.5 To the extent that an applicant or any of its partners receive any royalties:
4.5.1 Foreground IPR will be made available royalty-free to the appointed Water Companies in England and Wales by all project participants (water companies, business retailers and other third parties).
4.5.2 Foreground IPR royalties earned by appointed Water Companies and water retailers in all sectors in England and Wales, which for the avoidance of doubt shall include the water sector in England and Wales, will be shared with water company customers (in proportion to the funds that customers have contributed to the project). This includes where there are joint bids.
4.5.3 Foreground IPR royalties earned by other third parties (i.e. those other than the appointed water companies and business retailers) in other sectors in England and Wales, do not need to be shared with water company customers.
4.5.4 All project participants may retain royalties earned outside England and Wales.
4.6 Requests for alternative IPR arrangements will be considered on a case-by-case basis. Where applications to the Challenge propose alternative IPR arrangements, your application must clearly show how the project will benefit all customers of water companies and any alternative arrangements do not result in additional costs to customers.
4.7 It is important that the benefits of the Challenge flow back to those customers funding it, and ensure strong alignment between the customer needs and priorities of the sector and the focus of innovation. In order to ensure this, the default for IPR arising as a result of the Challenge shall be treated in accordance with this clause 4 unless any alternative arrangements are agreed by Nesta, in consultation with Ofwat, in writing in a Challenge award letter.
5.1 Please see Nesta’s Challenge Privacy Policy (https://waterinnovation.challenges.org/privacy-policy/) and Ofwat’s Challenge Privacy Notice (https://www.ofwat.gov.uk/publication/privacy-policy/) for information about how we will use personal information obtained for the purposes of participating in the Challenge.
6.1 Ofwat, Nesta and Nesta’s partners may carry out publicity and promotion for the Challenge and publish research and evaluation in relation to the Challenge. You agree, and you confirm that your partners agree, to the use of each of your organisation names and a summary of your proposal in promotion and publications in any media and online and to participate in any other publicity reasonably required by Nesta or Ofwat in connection with the Challenge. Before publication, any concerns you have about the confidentiality of your entry will be considered. You should specifically draw any such concerns to the attention of Nesta within the terms of your entry. Nesta may ask you and your partners to support and/or participate in promotional activities related to the Challenge on reasonable notice.
6.2 Any public statements made by you or your partners in relation to the Challenge must acknowledge the support of Ofwat, Nesta and their partners and must be approved in advance by Nesta, in consultation with Ofwat. For the avoidance of doubt, you and your partners will not announce Ofwat’s decision on the outcome of your Challenge application without the prior written approval of Nesta, in consultation with Ofwat.
6.3 In this clause “FOIA” means the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation; and “EIR” means the Environmental Information Regulations 2004. You and your partners acknowledge that Ofwat is subject to the requirements of the FOIA and the EIR and may be required under the FOIA and the EIR to disclose information concerning you, your partners, your project and participation in the Challenge (including commercially sensitive information) without consulting or obtaining your (and/or your partners) prior consent. In these circumstances Ofwat shall, in accordance with any relevant guidance issued under the FOIA, take reasonable steps, where appropriate, to give you and/ or your partners’ advance notice, or failing that, to draw the disclosure to you and/or your partners’ attention after any such disclosure. Ofwat shall be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the FOIA and/or the EIR.
7.1 To the extent permitted by applicable law, Nesta and Ofwat exclude all liability for any direct or indirect loss or liability, costs, claims, taxes, charges or expenses arising from your participation in the Challenge or your reliance on statements made or advice given by Ofwat, Nesta or Nesta’s partners. If you submit any materials or items as part of your entry to the Challenge, this is at your own risk. Neither Nesta nor Ofwat give any undertakings to keep safely, maintain or return any materials or items.
7.2 Without prejudice to Clause 7.1, each of Nesta and Ofwat’s maximum liability to you in connection with the Challenge (if any) is limited to £500. Nothing in these terms and conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation.
These terms and conditions shall be governed by and interpreted in accordance with the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the English courts.
