FBYAA Terms and Conditions
Definitions and interpretation
In these Terms and Conditions and any Schedules attached the following terms shall have the following meanings:
- Bribery Act means the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning this legislation.
- Commencement Date means the date upon which the Grant Funding Agreement comes into effect.
- Data Protection Legislation means the Data Protection Act 2018 (DPA) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner; and any other legislation specifically including the General Data Protection Regulation; (EU 2016/679) (GDPR).
- Funded Activity means the purpose for which the Grant has been awarded and the activity to be carried out by the Recipient during the Funding Period, as detailed in their Grant Application attached as Schedule B.
- Funding Period means the fixed term specified in the Grant Funding Agreement for which the Grant is awarded.
- Freedom of Information Act means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning the legislation.
- Grant Application means the written grant application submitted by the Recipient in which it commits to delivering the Funded Activity.
- Grant or Funding (as the context requires) means the sum or sums WDC will pay to the Recipient in accordance with Schedule A and subject to the provisions set out in the Terms & Conditions and attached Schedules.
- Grant Funding Agreement means the legally binding agreement between WDC and the Recipient comprising of these Terms and Conditions, the Recipient’s Grant Application and attached Schedules.
- Losses means claims, demands, actions, proceedings, costs, expenses, losses, damages, and all other liabilities.
- Prohibited Act" means activity as stated in Clause 7 of the Terms and Conditions.
- Recipient means the organisation bound by the Terms and Conditions of the Grant Funding Agreement and to whom the grant is awarded, and includes any person authorised to act on behalf of the Recipient.
- Schedule means the schedules attached which form part of the Grant Funding Agreement.
- State Aid has the meaning given in Article 107(1) of the Treaty on the Functioning of the European Union.
- WDC means Warwick District Council of Riverside House, Milverton Hill, Leamington Spa, Warwickshire, CV32 5HZ and includes any person authorised on behalf of Warwick District Council.
- References to singular shall be deemed to include the plural and vice versa and references in either gender shall be deemed to include the other and the neuter.
- References to any provision of a statute or regulation shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.
- Headings are inserted for convenience only and shall not affect the interpretation or construction of these Terms and Conditions or any further conditions.
Terms & Conditions of Grant
- 1.1. The Recipient warrants, undertakes and agrees that it has all necessary resources and expertise to deliver the Funded Activity as defined in Schedule B.
- 1.2. The Recipient shall use the Grant to support the Funded Activity and in accordance with these Terms and Conditions. The Recipient acknowledges that the Grant is paid on trust to the Recipient for the sole purpose of delivering the Funded Activity.
- 1.3. The Recipient shall notify WDC immediately in writing of anything that significantly delays, threatens, or makes unlikely the successful delivery of the Funded Activity or any key part of it. This includes any withdrawal of match funding for the Funded Activity.
2.Responsibilities of the Recipient
For the duration of the Funding Period the Recipient shall abide by the Terms and Conditions of the Grant Funding Agreement and attached Schedules; and in addition, shall:
- 2.1. Be committed to achieving the outcomes of the Funded Activity detailed in their Grant Application.
- 2.2. Meet with a nominated representative of WDC on a frequent basis throughout the Funding Period, as requested by WDC, in order to monitor the performance of the Recipient.
- 2.3. Provide the information and data necessary for monitoring and evaluation of the Grant Funding Agreement, as requested by WDC. This may include copies of relevant documentation and any other information which WDC deems relevant to its understanding of how the Funded Activity is being delivered.
- On receipt of funding the Recipient shall participate in a press release and list WDC’s support across all their social media and communication channels.
- The Recipient shall prominently feature the WDC’s approved logo on all digital and print publicity regarding the Funded Activity and credit it as a funder.
3.Responsibilities of WDC
During the Funding Period WDC shall:
- 3.1. Work with the Recipient in a proactive manner to support them in their delivery of the Funded Activity, as specified in Schedule B.
- 3.2. Provide the Grant to the Recipient as detailed in Schedule A.
4.Payment of Grant
- 4.1. Subject to the Terms and Conditions being met, WDC shall pay the Grant to the Recipient in instalments as stated in Schedule A. Payments are subject to the Recipient returning a signed copy of this Grant Funding Agreement, confirmation of their bank details, and providing copies of the monitoring documentation required. The Recipient agrees and accepts that payments of the Grant can only be made to the extent that WDC has available funds.
- 4.2. WDC shall pay the Grant in pounds sterling (GBP) and into a bank account located in the UK. Payment will be made by BACS within 30 days of receipt of the monitoring information.
- 4.3. In the event that the Recipient receives any payments made to it in error or any payments which do not qualify for payment within the terms of the Grant Funding Agreement it shall promptly repay such sums to WDC.
- 4.4. The Recipient shall ensure that the Terms and Conditions of the Grant Funding Agreement are understood and accepted by its board or equivalent governing body and that that the signatory is someone with proper delegated authority.
- 4.5. The Grant represents the maximum sum WDC will pay to the Recipient under the Grant Funding Agreement. The maximum sum will not be increased in the event of any overspend by the Recipient in its delivery of the Funded Activity.
- 4.6. The Recipient shall ensure that at all times, while the Grant Funding Agreement is in force, that it is correctly constituted and regulated and that the receipt of the Grant and the delivery of the Funded Activity are within the scope of the Recipient’s constitution.
- 4.7. The Recipient shall identify the Grant in its annual accounts under the description of WDC Arts Project Grant.
- 4.8. The Grant is not a consideration for any taxable supply for VAT purposes. The Recipient acknowledges that WDC’s obligation does not extend to paying any amounts in respect of VAT in addition to the Grant.
- 4.9. The Recipient must inform WDC immediately of any changes to its organisation that may threaten its solvency and inform WDC if it is proposing to enter into any arrangement with any of its creditors.
- 4.10. The Recipient must immediately inform WDC about any changes to bank or building society details or any other changes to information provided.
- 4.11. The Recipient acknowledges that the Grant comes from public funds and it will not use the Grant in a way that constitutes unapprovable State aid. In the event that it is deemed to be unapprovable State aid, then it will repay the entire Grant immediately.
- 4.12. WDC will have no liability to the Recipient for any Losses caused by a delay in the payment of a Grant howsoever arising.
5.Insurance, Indemnity, Limitations, and Policies
- 5.1. The Recipient acknowledges that it is fully responsible for every part of its business and notes that nothing herein contained shall be deemed to constitute a partnership or joint venture between the Parties. The Recipient is responsible for getting its own management and business advice. This includes considering whether it needs to get financial, accounting, tax, solvency, legal, insurance or other types of professional advice in relation to the Grant Funding Agreement.
- 5.2. The Recipient is responsible for and must indemnify WDC, its employees and agents against any Losses in respect of the death of or injury to any person, loss of or damage to any property (including property belonging to WDC or for which it is responsible) and in respect of any other losses which may arise out of or in the course of or by reason of any breach of contract, tort, breach of statutory duty, misrepresentation, misstatement, act, omission or default of the Recipient, its employees, agents, volunteers or contractors in the performance, non-performance or part-performance of the activities related to the Grant Funding Agreement.
- 5.3. WDC accepts no liability for any consequences, whether direct or indirect, that may come about from the Recipient delivering or performing the Funded Activity, the use of the Grant or from withdrawal of the Grant. The Recipient shall indemnify and hold harmless WDC, its employees, agents, officers, and contractors with respect to all Losses arising from or incurred by reason of the actions and/or omissions of the Recipient in relation to the Funded Activity, the non-fulfilment of obligations of the Recipient under the Grant Funding Agreement or its obligations to third parties.
- 5.4. The Recipient is responsible for obtaining all necessary licences and permissions in relation to its activities as required by law and should comply with best practice in governance, reporting and operation.
- 5.5. The Recipient shall affect and maintain with a reputable insurance company a policy in respect of all risks which may be incurred by the Recipient arising in connection with the Grant Funding Agreement or out of the Recipient’s performance of the Funded Activity including the risk of death or personal injury, loss of or damage to property or any other loss.
- 5.6. The Recipient should maintain adequate Employee and Public Liability insurance, and this should cover anything arising out of, or in the consequence of, their obligations under this Grant Funding Agreement. Such insurance shall be for a minimum of £5,000,000 (five million pounds) and if required the Recipient shall produce evidence that the relevant insurance is in force.
- 5.7. The Recipient shall at all times follow best practice and have effective policies in place including, but not limited to, Child Protection and vulnerable groups, Health and Safety, Equal Opportunities and/or Diversity, Harassment and Bullying, Grievance and Whistleblowing, Data Protection, and Risk Assessment. These should be approved by the Recipient’s board or equivalent and submitted to WDC upon request.
- 5.8. The Recipient must inform WDC in writing as soon as possible if any legal claims or any regulatory investigations are made or threatened against it which would adversely affect the Funded Activity during the Funding Period.
- 5.9. Any information WDC receives from the Recipient will be subject to the Freedom of Information Act 2000. By law, WDC may have to provide the Recipient’s information to a member of the public if they ask for it under the Freedom of Information Act 2000. Some information may be covered by exemptions if it is sensitive or confidential, but any decision to release information is at WDC's absolute discretion in accordance with the Freedom of Information Act legislation. See the WDC Privacy Notice for more details.
6.Assignment and Subcontracting
- 6.1. The Recipient shall not assign or transfer the whole or any part of this Grant Funding Agreement to another organisation or individual unless agreed by WDC in writing.
- 6.2. The Recipient must inform WDC before making any significant changes to its legal status, transferring any assets, or merging or amalgamating with any other body including a company set up by the Recipient.
7.Anti-corruption / Prohibited Acts
- 7.1. WDC shall be entitled to terminate this Grant Funding Agreement and recover from the Recipient the amount of any loss resulting from such termination if at any time it shall become known to WDC that the Recipient:
- a. Has offered or given or agreed to give any inducement, gift or reward to any person or company in relation to the obtaining or execution of this Grant Funding Agreement or any other Agreement with WDC; or
- b. Has shown favour or disfavour to any person in relation to the Grant Funding Agreement or any other Agreement with WDC; or
- c. Has entered into the Grant Funding Agreement or any other contract with WDC where a commission has been paid or has been agreed to be paid by the Recipient of on its behalf, or to its knowledge; or
- d. If any of the acts contained in sub-clause 7.1 a), b) and c) shall have been done by any person employed by the Recipient on their behalf (whether with or without the knowledge of the Recipient); or
- e. If in relation to any agreement with WDC, the Recipient, or any person employed by them or acting on their behalf, shall have committed any offence under the Bribery Act 2010, under legislation creating offences in respect of fraudulent acts, or at common law in respect of fraudulent acts in relation to the Grant Funding Agreement or any other contract with WDC; or
- f. Has defrauded or attempted to defraud or conspired to defraud WDC.
8.Monitoring and Evaluation
- 8.1. The Recipient shall closely monitor the delivery and success of the Funded Activity throughout the Funding Period to ensure that the aims and objectives of the Grant are being met and that the Grant Funding Agreement is being adhered to.
- 8.2. The Recipient shall provide WDC with any monitoring and evaluation information that it may reasonably request to establish the performance of the Recipient against the Terms and Conditions of the Grant Funding Agreement and the satisfactory delivery of the Funded Activity detailed in Schedule B.
- 8.3. WDC has designated the Arts Officer as the main point of contact between WDC and the Recipient in relation to this Grant Funding Agreement and the Funded Activity. Other employees of WDC may take on this role from time to time as and when the Arts Officer is unavailable.
- 8.4. The Recipient shall attend such meetings at the premises of WDC or elsewhere as may be reasonably required by the WDC.
9.Termination, withholding, suspending and repayment of grant
- 9.1. Without prejudice to the WDC’s other rights and remedies, WDC may at its discretion terminate this Grant Funding Agreement, withhold, or suspend payment of the Grant and/or require repayment of all or part of the Grant if:
- a. The Recipient uses the Grant for purposes other than those for which it has been awarded
- b. WDC considers that the Recipient has not made satisfactory progress with the delivery or performance of the Funded Activity or is delivering it in a negligent manner
- c. The Recipient becomes insolvent, declared bankrupt or placed into receivership administration or liquidation; or closes down its business
- d. If any member of the governing body, employee or volunteer of the Recipient has committed a Prohibited Act, acted dishonestly, illegally, or negligently
- e. The Recipient provides WDC with any materially misleading or inaccurate information
- f. The Recipient acts in a manner that significantly harms WDC’s reputation or brings WDC into disrepute
- g. The Recipient fails to comply with any of the Terms and Conditions set out in the Grant Funding Agreement and fails to rectify any such failure capable of remedy within 30 days of receiving written notice from WDC detailing the failure.
- 9.2. In the event of a breach of the Terms and Conditions of this Grant Funding Agreement WDC shall give written notice.
- 9.3. The Recipient shall first be allowed 30 days to remedy the default. If the default is not remedied within such period WDC may terminate the Grant Funding Agreement by further written notice, and the Recipient shall refund all Grant payments made to it by WDC under the Grant Funding Agreement.
- 9.4. The Recipient understands and accepts that WDC will accept no liability for any consequences, whether direct or indirect, that may arise from a suspension even if the investigation finds no cause for concern.
- 10.1. The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Grant Funding Agreement.
- 10.2. The Parties may settle any dispute using a dispute resolution process which they agree.
- 10.3. If the Parties are unable to resolve a dispute in line with the requirements of Clauses 10.1 or 10.2 the dispute may, by agreement between the Parties, be referred to mediation in accordance with the Model Mediation Procedure issued by the Centre for Effective Dispute Resolution (CEDR), or such other mediation procedure as is agreed by the Parties. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation the Party will give notice of the intention to mediate in writing (the ADR Notice) to the other Party, and that latter Party will choose whether or not to accede to mediation. A copy of the ADR Notice should be sent to CEDR, unless other mediation is agreed upon by both parties. If the latter party chooses to accede to mediation, the mediation will start no later than 14 days after the date on which the ADR Notice is sent.
- 10.4. The performance of the obligations which the Recipient has under this Grant Funding Agreement will not cease or be delayed because a dispute has been referred to mediation under Clause 10.3 of this Grant Funding Agreement.