1.0    PURPOSE

These Conditions, together with the Award Letter, set out the terms and conditions under which a grant is made by the African Academy of Sciences (AAS).

2.0    SCOPE

Individuals and institutions receiving grants from the AAS.

3.0    DEFINITIONS

See section 16 of Annex 1 in this document.

4.0    ENFORCEMENT OF TERMS AND CONDITIONS

The AAS Programme Manager will enforce the Terms and Conditions, while the Senior Grants Officer at the AAS shall update them.

5.0    POLICY STATEMENT

The grantee must ensure that the participants and others supported by the grant are made aware of and comply with these Conditions and the Award Letter.

6.0    PROCEDURE

The Grants Officer will normally attach the AAS Terms and Conditions in Annex 1 to the final Award Letter. The Grants Officers should check to ensure that the referenced policies are the most current versions and are accessible to the grantee.

7.0    BREACH OF TERMS AND CONDITIONS

If the grantee fails to meet any of these terms and conditions. Further, a breach may occur if any of the following events occurs: -

1. The grantee uses the grant for anything other than the Project.
2. The grantee does not carry out the Project with reasonable care, thoroughness, competence and to a standard that would be expected for their level of experience, profession or line of work.
3. The grantee does not complete the Project on time.
4. The grantee has supplied AAS with any information that is wrong or misleading, either by mistake or because they are trying to mislead the AAS.
5. The grantee is declared bankrupt or become insolvent, any order is made, or resolution is passed, for the grantee to go into administration, be wound up or dissolved; an administrator or other receiver, manager, liquidator, trustee or similar officer is appointed over all or a considerable amount of their assets; or they enter into or propose any arrangement with the people they owe money to.
6. The grantee acts illegally or negligently at any time in a way that significantly affects the Project or is likely to harm the reputation of the grantee and AAS.
7. The AAS deem that the grant is unlikely to fulfil the purpose for which it was made.

8.0    SANCTIONS

Following a breach of the AAS Terms and Conditions, AAS may in its absolute discretion:

1. Require the grantee to pay back all or part of the grant (regardless of how much they may have already spent).
2. Stop any future payments
3. Take any of these actions in connection with any other grant that grantee may have with the AAS
4. End the grant agreement immediately. Refer to the AAS Termination of Grants policy for more details on the conditions and procedure for terminating a grant.

ANNEX 1   AAS TERMS AND CONDITIONS

1.0 Applicability of Grants and Conditions

1. The African Academy of Sciences (AAS) awards this grant to you for the furtherance of the project described in the narrative and financial proposals (henceforth referred to as “project”).
2. These Conditions together with the Award Letter set out the terms and conditions on which the grant is made out to your institution, as the employer of the grantee.
3. These grant conditions apply to you, your institution, partners, sub-grantees and any other party with a high degree of stake in the project.

2.0 Activation of the Grant

1. The onus of activating the grant lies on you formally accepting the grant and the conditions under which it is granted, unless otherwise notified.
2. The grant should be activated within three (3) months or deferred up to six (6) months of the proposed start date referred to in the Award Letter.

3.0 Compliance with Laws, Governing Law and Jurisdiction

1. You must ensure that the activities funded by the grant are at all times conducted in accordance with all applicable laws, regulation and rules and will not infringe, misappropriate or violate the intellectual property, privacy or publicity rights of any third party.
2. These conditions shall be governed by and construed in accordance with the laws of the Republic of Kenya, and any disputes in connection with these conditions shall be governed by the courts of Kenya or international arbitration as applicable. Parties shall be bound by any arbitration rendered as a result of such arbitration as the final adjudication of any controversy, claim or dispute.

4.0 Management of Funds

1. You must ensure that the funds are used for the purposes for which they are granted.
2. You may not use this grant to reimburse any project related expenses that have been incurred prior to the start date.
3. You must maintain a separate accounting cost code specific to the grant, and all costs and income properly relating to the grant should be accounted for through that cost code.
4. You shall carry out and complete the project with reasonable skill and care, in accordance with all applicable laws and in accordance with the grant letter and these Conditions.
5. You shall complete the project within the grant period unless you obtain the prior written consent of the AAS to an extension to this period.
6. You shall ensure that participants have received or will receive training appropriate to their functions in carrying out the project, in accordance with all applicable governing legislation.

5.0 Employment and Equipment

1. The AAS does not act as an employer with respect to the grant, therefore, you shall ensure that contracts of employment or other appointments issued to project staff are in compliance with relevant laws and regulations.
2. You have the exclusive right to select contractors and suppliers to assist with the project.
3. You are responsible for (a) all acts of omissions of any of your trustees, directors, officers, employees, subgrantees, subcontractors, contingent workers, agents, and affiliates assisting in the project, and (b) ensuring their compliance with the terms of this agreement.
4. You must ensure that any equipment funded by the grant is purchased in accordance with your procurement procedures in a manner that delivers value for money, is used for the Grant Activities, and is adequately maintained and insured for all appropriate risks.
5. In the event that you, the grantee, moves to another organisation during the grant period or within three years of the expiry or termination of the grant, the AAS may require that the equipment transfers with him or her, unless it is a multi-user piece of equipment in accordance with the AAS Transfer Policy.
6. You must ask for Our written permission to use the equipment for any other purpose, including if you wish to charge, hire, lend or dispose of it.

6.0 Research Practice

• You must ensure that research involving the use of animals and humans complies at all times with the relevant laws and regulations in the host country, the AAS Clinical Trials Guidelines and the AAS Use of Animals in Medical and Veterinary Research Policy.
• You must ensure that before the research project commences and during the full grant period, all the necessary legal and regulatory requirements are met, including any clinical trials registration.
• You must have in place formal written procedures for the handling of allegations of research misconduct, bullying and harassment. Please refer to the AAS Research Misconduct and AAS Bullying and Harassment Policy for more details.

7.0 Open Access

1. You shall disseminate the project results, including research data, to as wide and as suitable a public audience as possible in accordance with the AAS Open Access Policy.
2. All original research wholly or partially supported by the grant and accepted for publication in a peer-reviewed journal, or as a scholarly monograph or book chapter must be made open access as soon as possible and no later than six months from the date of final publication.
3. The AAS’ contributions must be acknowledged in all publications emanating from this grant and include the grant reference number.
4. The outcomes of the grant must be published or disseminated in an appropriate form and within a reasonable timeframe to allow for protection and commercialization of intellectual property.
5. If the grantee does not manage the results to the reasonable satisfaction of the AAS, then the AAS shall have the right, but not a duty, to manage the results.
6. You will conduct and manage the project and the funded developments in a manner that ensures global access. Your global access commitments will survive beyond the term of this agreement.

8.0 Exploitation

1. You must follow reasonable procedures for the identification, protection, management and commercialisation of AAS-funded IP in line with the AAS Intellectual Property and Commercial Exploitation Policy.
2. You may allow those Participants who provide access to proprietary materials (including background IP) essential to the conduct of the grant activities and which cannot reasonably be obtained from another source to own, co-own or have rights to use the specific AAS-funded IP arising directly from the use of such materials. You must ensure that the arrangements you put in place with these Participants only grant rights which are reasonably proportionate to their contribution, do not unreasonably restrict or delay the publication of the outcomes of the grant
3. When commercialising AAS-funded IP you must prioritise the delivery of public benefit, with no excessive private or personal benefit(s). You must also: obtain our written consent (not to be unreasonably withheld) before you begin commercialisation, report fully on the commercialisation activities and enter into our revenue and equity sharing agreement in place at that time as consideration for our consenting to commercialisation.
4. If you do not protect, manage or commercialise any AAS-funded IP to our reasonable satisfaction, then we will have the right by giving you six months’ written notice to protect, manage and commercialise the AAS-funded IP on your behalf. We may exercise this right sooner where we reasonably consider that the opportunity to protect, manage or commercialise the AAS-funded IP for the public benefit could be lost if more immediate action is not taken.
5. You must obtain our prior written approval before using any third party not wholly owned or controlled by you to carry out your obligations under this condition.

9.0 Publicity

1. The AAS’ name and logo may be used in relation to the grant only with AAS’ prior written consent. Where grantees are funded under the Alliance for Accelerating Excellence in Science in Africa (AESA), a logo for the AAS, AESA and African Union Development Agency (AUDA-NEPAD) will be used.
2. You shall consult with the AAS communications office on all publicity, promotional activity and press statements that may be issued about the grant, the project, or the results.
3. AAS may make public the purpose and amount of the grant in whatever way it deems fit, and you shall co-operate with the AAS to effect such publicity.
4. You shall not (and shall ensure that the participants do not) do or fail to do anything which may damage or have a detrimental effect upon the name and good standing of the AAS.

10.0 Audit and Financial Arrangements

1. You must ensure that you have in place formal standards, procedures, and audit and control arrangements, including those for monitoring and preventing fraud, tax evasion, bribery or any other corrupt practices, and that Grant expenditure is controlled in accordance with these arrangements.
2. The AAS has the right to request from you, at any time, any financial information in respect of the grant or the activities it funds You must allow us, at our expense and on reasonable notice, to audit your accounts, records, systems and facilities in relation to the grant.
3. You must give reasonable assistance to us in complying with our legal requirements relating to accounts, audit or examination of accounts, annual reports and annual returns.
4. You must ensure that you are able to audit the grant activities of any Participant or institution in such a way that you are able to comply with your obligations to us.
5. Payments of grant monies will only be made if the AAS is satisfied with the reports it receives on the progress of the project and that the project is proceeding in accordance with the application, the Award Letter and these conditions.
6. If there is any variance shown on a spend report or an End of Grant spend report, the AAS shall have the right to adjust future payment profiles or withhold or make additional payments.
7. The Institution must hold a bank account in the currency specified in the award letter and must notify the AAS of any changes to the bank account details.
8. The AAS will normally retain 10% of the grant until an End of Grant spend report has been completed and returned to the AAS.
9. We will hold back 10% of the grant until:

• we have received the final expenditure report and the end of grant report.
• we are satisfied that any research outputs supported in whole or in part by the Grant comply with our Open Access policy.

All invoices, receipts, accounts and other relevant documents relating to the grant should be kept for a period of seven (7) years, in line with legal requirements in Kenya.

You must repay to us:

• any part of the grant that has not been spent when the grant activities have been completed.
• any part of the grant used in breach of the Terms and Conditions.

You will be responsible for:

• any expenditure on the grant activities which exceeds the amount of the grant.
• any costs arising from any organisational restructuring carried out by you which affects the Grant Activities

11.0 Reports and Evaluation

1. You shall submit reports on the progress of the project to AAS as required, and in the currency stipulated in the Award Letter.
2. You shall submit an end of grant report to the AAS within three months of the end of the grant period or as otherwise required by the AAS in accordance to the AAS End of Grant Report Policy.
3. In the event that submission of the end of grant report is delayed, further applications for AAS funding from You will not be accepted until the end of grant report has been received, unless the AAS agrees otherwise.
4. Unless the AAS agrees otherwise, You shall be responsible for the management, evaluation, and monitoring of your project.
5. If the AAS chooses to evaluate the progress of the project and the results, You shall provide the AAS with reasonable assistance for this purpose.

12.0 Third Party Funding

The grantee, the administering party and the participants must not accept (and must not have accepted) any third-party funding for the project, without consulting the AAS.

13.0 Variation and Termination

1. AAS reserves the right to amend these grant conditions, policy and the terms of the grant letter at any time. Changes will be published on our website and once published; any changes will apply to the grant.
2. AAS reserve the right to terminate the grant at any time. If we do this, we will set out our reasons to you in writing within a reasonable timeframe.
3. You shall return to AAS any funds that have not been used or committed upon expiration or termination of this Agreement, unless otherwise directed by AAS in writing.

14.0 Liability

AAS will not accept any responsibility for financial or other liability incurred by You, any institution or any participant that may arise out of the grant activities.

15.0 General

1. In the event of any conflict between the provisions of these Conditions as amended from time to time, and of the Award Letter, the provisions of the Award Letter will take precedence.
2. You shall inform the AAS without delay if you or the administering party goes into administration, receivership, liquidation or bankruptcy, or if there is any change to the status or that might affect their ability to comply with these Conditions.
3. Each provision of these Terms and Conditions must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Terms and Conditions will remain in effect.

16.0 Definitions