The definitions set out below shall have the following meaning in these Terms:
COVID-19 Protein Production Consortium “CPPC”: the group of UK institutes and funders coordinating the provision of protein reagents through the COVID-19 Protein Portal as set out on the COVID-19 Protein Portal from time to time.
COVID-19 Protein Portal: this website, through which the Requester(s) and / or Provider(s) may express an interest in, respectively, obtaining or providing certain Reagent(s).
Requester: any person who requests or receives Reagents from the CPPC through the COVID-19 Protein Portal.
Provider: any laboratory within the parties comprising the CPPC that determines it shall provide Reagents to the relevant Requester via the COVID-19 Protein Portal.
Request: the Requester’s application for Reagents, as set out on the COVID-19 Protein Portal online form.
Reagent: proteins distributed by Providers on behalf of the CPPC and available through the COVID-19 Protein Portal database.
Internal Research Purposes: in vitro use of Reagent by the Requester, their employees, and/or agents as an end user in connection with their own internal research, development or educational use and expressly excludes use for Commercial Purposes.
Commercial Purposes: use for any commercial purpose of any kind, including without limitation: for any therapeutic, diagnostic, prophylactic or in vivo purpose; for resale or transfer in any form (including as part of a kit) to a third party; for analysis or reverse engineering of the Product; for manufacturing; for the provision of services to third parties.
Wellcome: The Wellcome Trust Limited a company registered in England and Wales (no. 2711000), as trustee of the Wellcome Trust, a charity registered in England and Wales (no. 210183), whose registered office is at 215 Euston Road, London NW1 2BE
1.1 These are the Terms under which Wellcome shall attempt to support communication between the Requester(s) and the Provider(s) for certain Reagents through the COVID-19 Protein Portal.
1.2 Upon submitting a Request, the Requester expressly agrees to be bound by these Terms. In addition, any party (including a Provider) that uses the COVID-19 Protein Portal agrees to be bound by these Terms. Wellcome will not be bound by any term, condition, or other provision that is different from or in addition to the provisions of this Agreement, unless Wellcome specifically agrees to such provision in a written instrument signed by Wellcome. Wellcome may amend these Terms from time to time by posting a new version on the COVID-19 Protein Portal. The Terms that apply will be those in force at the date on which a party was bound as set out in this Clause.
1.3 These Terms do not establish a legal relationship between the Requester and the Provider and Wellcome shall not be deemed to be acting on either the Requester’s or the Provider’s behalf.
2. Publishing Data and Open Science
2.1 In accordance with the principles of Open Science, it is a condition that all data from experiments using Reagents from the COVID-19 Protein Portal be published to public data repositories and peer reviewed journals in a timely manner, in line with the Wellcome’s policy on open data (https://wellcome.ac.uk/coronavirus-covid-19/open-data).
2.2 All publications, including the publications set out in Clause 2.2, must acknowledge the source of Reagents obtained through the COVID-19 Protein Portal, with the following text “Protein [X] was provided by the UK COVID-19 Protein Production Consortium”. Where there is likely to be a significant scientific contribution by the Provider, the Requester and the Provider shall be responsible for determining if any further conditions in respect of acknowledgement shall be required in relation to publication.
3.1 Wellcome does not guarantee that any Reagent(s) will be made available to any Requester. All Requests for Reagents made via the COVID-19 Protein Portal will be subject to peer review by third parties. Only Requests that are deemed scientifically feasible by those third parties that have conducted the peer review will be considered for approval by Wellcome. The approval of a Request and Reagent allocation will be made on the basis of the scientific merit, impact and urgency of the Request, and the capacity of Providers to deliver the Reagents. Upon such approval, Wellcome will attempt to send the relevant Request to the relevant Provider(s) as Wellcome determines to be appropriate. Wellcome shall not be liable for the acts or omissions of any Requester or Provider.
3.2 The Requester acknowledges that the CPPC may provide Reagents on the basis that the Requester has sufficient resources and finances to complete the experiments detailed in their Request. If the Requester is repurposing existing grant funding, the Requester is expected to contact the relevant grant funder.
3.3 The Requester must promptly share with the CPPC any preliminary research findings and technical information derived from or in connection with the Reagent(s) in such form reasonably required as notified from time to time. The Requester acknowledges that any such data or information shared with the CPPC may be disseminated to other researchers (including third parties that do not comprise the CPPC) for the purpose of accelerating research and public health impacts and, as such, shall not be deemed to constitute confidential information.
If a Request is approved, Wellcome will use its reasonable endeavours to provide email confirmation of an approved Request to the Requester and the contact details of the relevant Provider(s) where appropriate. It shall be the responsibility of the Requester(s) and Provider(s) to perform any further acts required for the supply of the Reagent(s), such as liaising to determine further details relating to supply of the Reagent, including delivery time and confirmation of shipment, and entering into any contractual documentation. Wellcome shall have no responsibility in relation to the Reagents, whether to the Requester(s) or Provider(s).
It is the intention that (i) Reagents would be sent by the Provider to the UK Shipping Address detailed by the Requester in their Request; (ii) Reagents would be sent using a courier selected by the Provider, under appropriate conditions for the Reagent; and, (iii) shipping costs would be covered by the Reagent Provider, unless otherwise specified. All shipments are subject to availability, and the Provider may ship in instalments.
Packaging and Reagents should be inspected immediately upon receipt. Notification of damage, shortages or defects should be communicated to the relevant Provider immediately via e-mail.
5.1 Reagents are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application. Reagents are for Internal Research Purposes only, and not for human or animal therapeutic or diagnostic use.
5.2 The Requester hereby acknowledges that all Reagents are provided for ex vivo use, and not for in vivo use. The Requester undertakes that Reagents will not be used in any procedure wherein the Reagent is administered to humans.
5.3 The Requester must not use Reagents for Commercial Purposes.
5.4 The Reagent(s), and / or the data or technical information derived from the Reagent(s), must not be used solely to block further research and development by others, either actively or passively.
5.4 No warranty, guarantee or representation in relation to the Reagent(s) is made to the Requester. Use of the Reagents is at the Requester’s risk.
5.5 Notwithstanding the above, the Requester shall be wholly responsible for its use of the Reagent(s).
7.1 Products and information that the Requester receives from the CPPC are subject to UK export control laws and regulations. The Requester must not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Reagent or information (including products derived from or based on Reagents or information received from the CPPC).
7.2 Wellcome may terminate this Agreement immediately upon giving notice and without liability.
8.1 All intellectual property rights, including those relating to Reagents, are owned by the respective intellectual property rights holder and are reserved. Nothing in these Terms shall be deemed to transfer (whether by assignment or licence) any intellectual property rights.
9.1 Wellcome does not exclude or limit in any way its liability where it would be unlawful to do so, including death or personal injury caused by Wellcome’s negligence. Without prejudice to the aforesaid, these Terms do not govern the supply or use of the Reagent and for the avoidance of doubt Wellcome shall not be liable in respect of the Reagent, or the acts and / or omissions of the Requesters or Providers.
9.2 Wellcome excludes all implied conditions, warranties, representations or other terms that may apply.
9.3 Wellcome shall not be liable for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) these Terms; or
(b) any Reagent(s), and in particular, Wellcome will not be liable for:
9.2 Wellcome does not guarantee that the COVID-19 Protein Portal will be secure or free from bugs or viruses. Users are responsible for configuring their information technology, computer programmes and platform to access the COVID-19 Protein Portal should use their own virus protection software.
10.1 The subject matter of these Terms and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.