Background

The European Union recently granted financial support for the implementation of SmartAgriHubs through the Horizon 2020 Programme. Agri-EPI Centre Limited (“Agri-EPI”) was selected to facilitate the Project named Resilience through Automation and Digital Acceleration in Response to COVID-19 (“RADAR”) to help identify and support suitable companies and professionals (“Participants”) to investigate potential opportunities in the fight against the Corona virus pandemic using digital innovation to mitigate consequences in the agri-food domain. Two areas of challenge are to be addressed:

1. Challenge Area 1 – Reduced mobility of vets to conduct farm diagnoses and prescription.
2. Challenge Area 2 – Shortage of labour supply for harvest operations in horticulture.

Four teams (“Team”/“Teams”) of at least two or more Participants will be selected to take part in each Area to develop innovative solutions to address these 2 challenge Areas. Agri-EPI will be responsible for the registration of applicants and deciding which applicants will become Participants to take part in the Challenge Areas. Agri-EPI will be responsible for the handling of their data, putting them into Teams, hosting the hackathon via teams, (via the submission criteria). Hackathon activity will enable experienced technology (hardware, software, data) developers to collaborate intensively to create functioning solutions to this industry-led challenges. The Teams competing shall include a mix of technology hardware/software/robotics, machine vision companies.

These Terms and Conditions shall remain in place and continue to be applicable to confirmed Participants following the application process, and following the Hackathon, to the winners of the competition unless it is otherwise agreed that these are superseded by a new agreement with Agri-EPI and partners as a result of their success.

Eligibility and process

This event is open to both members and non-members of Agri-EPI. Application for the Hackathon is free. Applicants can be professional individuals on behalf of themselves e.g consultants, self-employed, or on behalf of their employing company, university or organisation.

Applicants can also form their own Teams with 3-6 other applicants (or prospective “Participants”) including themselves. Whether entering individually before being allocated to a Team, or as a Team, each applicant or Team member must complete their individual details overleaf and submit by 12 noon on 8th September In completing and submitting this form, all applicants and therefore potential Participants, declare that they, or the entity they represent, agrees to the Terms and Conditions set out in this document and is responsible for continuing to uphold these Terms and Conditions upon selection as a Participant.

In the interests of encouraging balanced collaboration, please note that in cases where applicants apply as a Team, the composition of the Team proposed shall first be approved by Agri-EPI and Agri-EPI reserves the right to decline the application or propose an alternative Team make up. In the case of single applications who don’t have a Team, Agri-EPI Centre will add you or your organisation into a pre-existing Team or form a Team on your behalf.

There will be a maximum of four Teams entered per Challenge Area and therefore Agri-EPI reserves the right to eliminate individuals or Teams prior to the start of the Hackathon. Teams shall be given a name as chosen by its members. Team names must not be connected in any way with the names of companies or registered trademarks or use expressions that incite violence or are discriminatory, obscene, or represent any form of defamation. Failure to comply will result in disqualification.

Participants acknowledge that the virtual event participation is free of charge and that participation does not entail any right to compensation of any kind or to reimbursement of any expenses incurred.

Judging and awards

The Teams will develop a proof of concept during the Hackathon to be presented and submitted for judging at the Hackathon (“Entry”). There are no restrictions on what form the proof of concept can take. Entries must be presented and submitted in English language. The Entry must be the individual Participant’s or Team’s original work and must not be funded or compensated, in whole or in part, by any third party. However, the Entry may use publicly available APIs and data.

The panel of judges is selected by Agri-EPI and may change in the event of unforeseen circumstances. Agri-EPI will run an open and transparent judging process where participants will be able to see all aspects of the judging criteria ahead of time. Criteria used to judge entries will be: (a) value creation, (b) innovation, (c) market potential and (d) pitch quality. However, all decisions related to judging of Entries are at the sole discretion of Agri-EPI Centre and are final and binding.

The Entry presented and submitted for judging, alongside any subsequent ideas discussed at the Hackathon will be immediately made publicly available and accessible in the public domain.

The Team whose entry is judged in first place will receive a support package. There will be no runners up only one winning team. The support package will be devised post hackathon to ensure we respond to the needs of the winning team.

Agri-EPI will use information of those in the Teams, full names and company details in press and promotion about the Hackathon. This does not include any know-how, trade secrets or information on the technology.

Application Details

Applicants shall ensure that the individual or company information provided in this application is true and accurate. Applicants and thereafter Participants, shall accept any and all decisions made by Agri-EPI with regard to event organization and by completing this application, agree to the Terms and Conditions set out in this document. If information provided during this online registration is found to be incomplete and/or inaccurate, even if related to another Team member, the entire Team concerned will be excluded from the competition.

Whether applying as an individual in the first instance, or as a Team, each applicant or prospective Participant must complete an application and submit separately.

Challenge Area 1 – Reduced mobility of vets to conduct farm diagnoses and prescription.
Challenge Area 2 – Shortage of labour supply for harvest operations in horticulture.

Responsibilities and Liabilities

Each Participant confirms that it will act in good faith when complying with its respective obligations under these Terms and Conditions.

Each Participant shall indemnify each of the other Participants in their Team and Agri-EPI Centre, in respect of liability resulting from acts or omissions of itself, its employees or its agents provided always that such indemnity shall not extend to claims for indirect or consequential loss or damages such as, but not limited to, loss of profit, revenue, contracts or the like.

The liability of each Participant for their respective obligations and liabilities under these Terms and Conditions shall be several and shall extend only to any loss or damage arising out of their own breaches.

Nothing in these Terms and Conditions limits or excludes any Participant’s liability for negligence resulting in death or personal injury, fraud, or for any sort of liability that, by law, cannot be limited or excluded.

Participants nor Agri-EPI will be liable for any use which may be made, reliance which may be placed, nor advice or information given, in connection with the results, activity, or Foreground IP generated from this work for commercial purposes.

The express undertakings and warranties given in these Terms and Conditions are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the fullest extent permitted by law.

Intellectual Property (“IP”)

All rights (including Intellectual Property Rights) and title in and to any Background IP rights, as in IP that belonged to a Participant before and at the start of the Hackathon, will remain the property of that Participant. These T&Cs do not affect the ownership of any of their Background IP rights and ownership of Background IP shall not be affected by its use in connection with the Hackathon.

Each Participant (being a Licensor) grants to the other Participants in their Team or Agri-EPI Centre (being Licensees) a non-exclusive, non-transferable, royalty-free licence to use the Licensor’s Background IP (subject to any existing obligations and rights restrictions of third parties) where necessary for the purpose of undertaking the Hackathon during the period of the Hackathon, but not for any other purpose, including commercial exploitation.

Participants shall be responsible for the registering and protecting any and all new IP they generate during Hackathon activity (“Foreground IP”) or thereafter, in the case of competition winners during the product launch programme referred to on the website or otherwise. Should Foreground IP be jointly created between one or more Participants, those Participants shall share ownership and responsibility in proportional shares equal to their contribution. However, they shall enter into negotiations with each other in good faith and come to, and enter into, an agreement between themselves, separately from the Hackathon and these Terms and Conditions. Agri-EPI shall not be under obligation to or be responsible for this process at any time.

In the event that Foreground IP is generated, each Participant grants to the other Participants in their Team, (and their respective Affiliates, including Agri-EPI) a non-exclusive, royalty-free licence to:

• use the Foreground IP for their own internal research and development purposes, but not for the purposes of commercial exploitation;
• use the Foreground IP for the purpose of carrying out the Hackathon during the Hackathon period, only.

Each Participant hereby:

• declares that each prototype or mock-up presented is an original work and in no way violates, in whole or in part, the intellectual or industrial property rights of others and releases Agri-EPI Centre, other Participants and their partners from any and all responsibility, liability, or request for compensation for damages that should be made by any third party;
• acknowledges that each prototype or mock-up presented is the property of the Team (where applicable), which takes full responsibility for ensuring such rights of ownership, intellectual property and originality within the limits of the law (e.g. filing of patents and other such registrations as appropriate);
• acknowledges that any publication by Agri-EPI Centre of the prototype or mock-up on web sites or social media will result in the same being visible to the public and that Participant assumes no responsibility for any use and/or abuse of the idea and/or any development of the idea and/or related project by any party coming into contact with said idea online or on social media and hereby waives any right to demand compensation for damages from Participant for any reason.

Confidentiality

Confidential Information (meaning any information given by one Participant to another) shall be kept strictly confidential by the Participants, regardless of whether such information is marked as “confidential”. The Participant agrees that it shall use at least the same degree of diligence to protect the Confidential Information as it uses to protect his/her own confidential and sensitive information (being no less than a reasonable level of diligence). The Participant will not disclose any Confidential Information to anyone. The Participant agrees that it will not use the Confidential Information for any purpose other than participating in the Hackathon.

This obligation will not apply, or will cease to apply, to the extent that any Confidential Information:

• is or becomes available to the public other than as a direct or indirect result of a disclosure in breach of these terms or any confidentiality undertaking given by any other person;
• is already known to the receiving Participant prior to disclosure by the disclosing Participant and such prior knowledge can be evidenced by the written records of the receiving Participant;
• is or becomes known to the receiving Participant by disclosure from a third party other than where such disclosure is itself subject to an obligation of confidentiality;
• is not required to be treated as Confidential Information, as expressly confirmed by the disclosing Participant in writing; or
  is required to be disclosed by any Applicable Law or the order of a court of competent jurisdiction, governmental or regulatory authority, or any other person or body having a legal right or duty to have access to or knowledge of the Confidential Information.
• Each Party acknowledges that certain Participants may be subject to the requirements of the Freedom of Information Act 2000, the Freedom of Information (Scotland) Act 2002 or similar legislation (“FOIA”) and that Participant may be required to release information relating to the Hackathon, whether it is held by it or by another Participant or a third party on behalf of such Participant.
• Any and all personal information obtained by the Hackathon will be treated in accordance with Agri-EPI Centre’s privacy policy. Participants will be contacted in connection with the Hackathon, and unless otherwise indicated may also be contacted by Agri-EPI Centre about other relevant activities and opportunities.

Publicity and use of media

The Participant grants to Agri-EPI Centre, its affiliates and agents acting on behalf of the Hackathon, a royalty-free, non-exclusive, irrevocable, worldwide right to refer to the Participant and/or the Entry and to use images and/or video/audio footage taken at the Hackathon activity and/or showing the Entry in any publicity materials and for promotional purposes at any time (including but not limited to Agri-EPI Centre websites or other media). Participants consent to their images being gathered and stored for this purpose and also agree that should any material be considered commercially sensitive then they will inform Agri-EPI in advance or at the time during the Hackathon or thereafter.

Participants are not allowed to publish or distribute similar material belonging to other Participants without the other Participants consent in the first instance, followed by the consent of Agri-EPI as the organiser of the Hackathon.

Nothing in these terms and conditions shall prevent the submission of a thesis to examiners in accordance with the normal regulations of any academic Participants.

Termination

Agri-EPI Centre shall be entitled to terminate a Participant’s inclusion in the Hackathon at any time therefore, should their activity be seen to be in breach of these Terms and Conditions or whose continued participation is not in the best interests of the Hackathon.

Data Protection

The Participants acknowledge that in carrying out the Project ‘Personal Data’ (as defined under the Data Protection Act 1998 Data Protection Act 2018 and the General Data Protection Regulation) may be collected and transferred between them and so shall observe and comply with Data Protection Legislation accordingly. The Participants further acknowledge that they will be data controllers in respect of all data collected by them but may also become data processors when dealing with data passed to them by another Participants.

The Participants agree that where they are in possession of such Personal Data they shall:

• only process such Personal Data as is necessary for the Project and will make no independent use of data received from another Party unless expressly permitted by that Participant by way of prior written consent;
• only process such Personal Data with the explicit, informed consent of any individual to whom any data relates;
  • (a) act at all times in accordance with the informed consent and with the disclosing Participant’s reasonable instructions and requirements;
  • (b) ensure that all personal data is kept securely and in accordance with the requirements of the Data Protection Act 1998 Act and the General Data Protection Regulation;
  • (c) maintain all appropriate technical and organisational measures in place to guard against unauthorised or unlawful processing of personal data and against accidental loss, damage or destruction;
  • (d) take all reasonable steps to ensure the reliability of its staff that will have access to such personal data including explicit confidentiality Terms and Conditions with those staff;
  • (e) not export any Personal Data outside of the European Economic Area without the consent of the subject.

The Participants will ensure that all necessary data consent and information sheets issued in connection with the Hackathon acknowledge all Participants as data controllers and contain appropriate information regarding the use and exchange of such data between the Participants.

Each Participant shall indemnify the other Participant(s) for any breach of the DPA and the General Data Protection Regulation and/or this term which renders a Participants(s) liable for any costs, fines, claims or expenses howsoever arising.

Anti-corruption

Participants shall not, in providing taking part in the Hackathon, or otherwise in accordance with these Terms and Conditions, engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010; it has in place at the date of this and will maintain in place during the term of these Terms and Conditions adequate procedures designed to prevent any associated person from undertaking any conduct that would give rise to an offence under section 7 of the Bribery Act 2010; and at the written request of the other Participant or Agri-EPI, during the term of these Terms and Conditions, it will confirm in writing that it has complied with its undertakings under this term and will provide any information reasonably requested by the other Participant or Agri-EPI in support of such compliance. Breach of any of these undertakings in this term shall be deemed to be a material breach of the overall Terms and Conditions and participation in the Hackathon shall be terminated.

Anti-slavery

Participants shall procure that its personnel shall: comply with all applicable law relating to slavery and human trafficking including but not limited to the Modern Slavery Act 2015 (Anti-Slavery Requirements; not take or knowingly permit any action to be taken that would or might cause or lead the Agri-EPI or another Participant to be in violation of any Anti-Slavery Requirements; and at Agri-EPI’s or other Participant’s reasonable request and cost, provide any reasonable assistance to enable it to perform any activity required by any regulatory body for the purpose of complying with Anti-Slavery Requirements. Breach of any of these undertakings in this term shall be deemed to be a material breach of the overall Terms and Conditions and participation in the Hackathon shall be terminated.

No Partnership

These Terms and Conditions will not create any partnership or joint venture between any or all of the Participants, nor any relationship of principal and agent, nor authorise any Participant or party to make or enter into any commitments for or on behalf of another Participant or party.

Assignment

These Terms and Conditions or any of the rights or obligations hereunder may not be assigned or otherwise transferred or sub-contracted by any party other than to their respective Affiliates, in whole or in part.

Contract (rights of third parties) Act 1999

With the exception of Agri-EPI, a person who is not a Participant in the Hackathon will have no right under the Contracts (Rights of Third Parties) Act 1999 or the Contracts (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Hackathon.

Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales and each of the Parties submits to the exclusive jurisdiction of the courts of England and Wales.