Sustainable Steps Wales-Mentoring - Terms and Conditions
Schedule 1 - Terms and Conditions
Schedule 1 - Terms and Conditions
1. Interpretation
1.1. Where they appear in these Terms and Conditions:
“Commencement Date” means the commencement date defined in the grant offer letter for the Project.
“Economic Activity” means any activity that relates to the offering of goods or services on a market.
“End Date” means the end date defined in the grant offer letter for the Project addressed to You from Us, unless terminated earlier in accordance with Clause 18 of these Terms and Conditions.
“Financial Irregularity” includes, regardless of the amount, any fraud, other impropriety, or mismanagement in relation to the Grant.
“Grant” means the grant awarded to You for the Project as set out in the grant offer letter addressed to You from Us.
“Grant Agreement” means this Grant Agreement which You have accepted and signed, and includes and incorporates the grant offer letter and its schedules, including these Terms and Conditions and the communications protocol, together with any other conditions You have agreed.
“Partner” means any organisation You partner with to deliver the Project in accordance with Clause 5 of the Terms and Conditions.
“Project” means the project that We are giving You the Grant for as set out in the Grant Agreement.
“Us” or “We” or “Our” refers to The National Lottery Community Fund and “You” and “Your” refers to the organisation receiving the Grant bound by these Terms and Conditions.
1.2. A reference to a statute or statutory provision in this Grant Agreement is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
2. Commencement and Duration
2.1. This Grant Agreement shall commence on the Commencement Date and will end, unless terminated earlier in accordance with Clause 18.1 of these Terms and Conditions, on the End Date (“Grant Funding Period”).
3. In General
3.1. By accepting this Grant:
a. You confirm that the Project has been authorised by the governing body of Your organisation; and
b. Your organisation is able to deliver the Project.
3.2. You must use the Grant exclusively for the delivery of the Project. You will hold any unused part of the Grant on trust for Us at all times and, if required by Clause 18 of these Terms and Conditions, You will repay any Grant (including any unused Grant) to Us immediately on demand.
3.3. You understand and acknowledge that We can only guarantee future instalments of the Grant as long as Reclaim Fund Limited makes sufficient funds available and pays these to Us and We continue to operate.
3.4. You understand and acknowledge that We will not increase the Grant if You spend more than the agreed budget.
3.5. You will perform Your responsibilities under this Grant Agreement with due regularity and propriety and with reasonable skill, care and diligence.
3.6. You will tell Us promptly about any changes to information You have provided and will make sure that the information We hold is always true, accurate and up to date at the time it is given and remains true, accurate and up to date.
3.7. You must advance equality of opportunities by acting in a fair and open manner without distinction as to race, religion, age, gender, sexual orientation or disability, and in compliance with relevant legislation and any guidelines issued by Us.
3.8. As the Grant is public funds, You must ensure that in delivering the Project, You exclude all expressions of views and opinions on matters of political and/or current public policy (unless required to under legislation, regulation or a court of law) and You must not use the Grant to fund lobbying.
3.9. You accept that We may share information about Your grant with any parties of Our choice as well as with members of the public who make a request for information under the Freedom of Information Act 2000. Details of the Project may be broadcast on television, on Our website, in newspapers and through other media.
3.10. You may not, without the prior written consent from Us, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Grant Agreement.
3.11. You agree to work with any third party We may contract with or appoint for the benefit of the Project.
3.12. You understand and acknowledge that We have no liability for any costs or consequences incurred by You or third parties that arise either directly or indirectly from the Project, nor from termination, non-payment or withdrawal of the Grant, save to the extent required by law.
3.13. If your project is being delivered in Wales, enable people to engage in both Welsh and English, treating both languages equally. Welsh speakers must be able to access information and services in Welsh and all materials must be produced bilingually.
3.14. You understand and acknowledge that this Grant Agreement is governed and construed in accordance with the law of England and Wales and You hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
4. Your organisation
4.1. You will ensure that You are correctly constituted and regulated and that the receipt of the Grant and the delivery of the Project are within scope of Your governing documents. If asked by Us, You will provide a legal opinion from Your solicitors confirming this.
4.2. You will undertake a review of Your communications and marketing plans, including Your communications and positioning protocols within three months of the Commencement Date and provide Us with a copy of your revised communications and marketing plans if requested.
4.3. You will get Our written agreement before:
a. changing Your governing document concerning Your aims, payments to members and members of Your governing body, the sharing out of Your assets (whether Your organisation is dissolved or not), or the admission of any new members;
b. transferring Your assets to, or merging or amalgamating with, any other body, including a company set up by You; or
c. changing the key personnel involved in the delivery of the Project.
4.4. You will write to Us immediately:
a. if any legal claims are made or threatened against You and/or which would adversely affect the delivery of the Project during the period of the grant (including any claims made against members of Your governing body or staff concerning the organisation);
b. about any Financial Irregularity in relation to the Grant; or
c. if any investigation concerning Your organisation, trustees, directors, employees or volunteers is being carried out or is due to be carried out by the Police, Charity Commission, the Charity Commission of Northern Ireland, the Office of the Scottish Charity Regulator, HM Revenue & Customs or any other regulatory body.
4.5. You will let Us know when Your governing body, management committee or board of directors falls below three unrelated members and will increase it to at least three unrelated people as soon as possible.
4.6. You will maintain adequate insurance at all times. This includes employee and public liability insurance and insurance that covers the full replacement value of any assets We have funded.
5. Partner Organisations
5.1. You acknowledge that the Grant is for Your use only and You may not share or transfer the Grant (or any part of it) to a Partner unless approved by Us.
5.2. If We agree to You sharing or transferring any part of the Grant to a Partner:
a. You are responsible for ensuring that Partner accepts and complies with these Terms and Conditions and follows any guidance issued by Us; and
b. prior to sharing or transferring any part of the Grant to a Partner, You will enter into a legally binding agreement with that Partner and provide Us with a copy of that agreement on request.
5.3. You remain responsible for compliance with the Terms and Conditions of this Grant Agreement in relation to the entire Grant, regardless of whether You work with a Partner to deliver the Project.
6. The Project
6.1. You will get Our written agreement before making any change to the Project or to its name, aims, structure, delivery, outcomes, duration or ownership.
6.2. You will start the Project, and draw down the first instalment of the Grant, within six months of the date of the Grant Agreement. If You cannot meet this date, You will write to Us giving reasons for the delay and asking for an extension.
6.3. You agree to use all reasonable endeavours to deliver the Project and to complete the Project on time.
6.4. You will use the Grant only for costs incurred during the Grant Funding Period. You will not use the Grant to pay for any spending commitments, such as legacy costs, that You have made before the Commencement Date.
6.5. You will tell Us immediately of any offer of funding You receive from anyone else at any time during the Grant Funding Period. You will tell Us of any additional income received for the Project, including interest earned on the Grant.
6.6. If You spend less than the whole Grant on the Project, You will return the unspent amount to Us promptly. If the Grant part-funds the Project, You will return the appropriate share to Us promptly.
6.7. If Your Project involves work with children, young people or vulnerable adults (“vulnerable people”), You will comply with Our Guidance to Grantholders on Safeguarding the Vulnerable People We Support available on Our website and carry out background checks for all employees, volunteers, trustees or contractors as required by law and good practice guidance from Your regulator(s).
7. Payment of Grant
7.1. You will open a separate and designated bank or building society account in Your name for the sole purpose of receiving and administering the Grant and will provide Us with the bank or building society statements when asked. You must not transfer any part of the Grant to other bank accounts except as necessary to carry out the Project.
7.2. We will pay the Grant by bank transfer (BACS) into a UK-based bank account or building society account in Your name, which requires the signatures of at least two authorised people for every withdrawal. You will not use ATMs or debit cards to make cash withdrawals or payments from this account.
7.3. We will not be liable for any losses or costs (including, but not only, bank charges) if We do not make Grant payments on the agreed date. You must take up the first instalment of the Grant within 6 months of the date of the Grant Agreement; otherwise it will automatically lapse, unless We agree in writing to an extension.
7.4. We will pay the Grant in instalments over five years. Payment for the second and following years will depend on Our approval of an end of year report on the previous year, which You will complete on a form provided by Us within three months of the end of the Grant year. If You do not do this, grant payments may be suspended.
7.5. We will normally make payments for up to three months spending in advance as long as You complete a satisfactory payment plan before the Project starts and You have given written notice of the Project start date.
8. Grants for Salaries
8.1. You will ensure that You have legally compliant employment policies and procedures in place at all times. These policies will reflect the requirement of equalities in the recruitment and selection process and the need to ensure an appropriate balance of staff in Your organisations.
8.2. If the Grant is for a salary of a new post You will advertise the vacancy externally, using appropriate media (including media that could attract disadvantaged groups). You will make sure every advertisement is in accordance with all current best practice and will acknowledge that We are the funder of the post. This applies to any readvertisement. The job description, a list of the publications where the advertisements were placed and a copy of the letter of appointment must be kept. You will send them to Us if We ask for them. If You have an internal recruitment policy in place, We may waive the right to enforce this Clause 8.2 in writing at Our discretion.
8.3. You will maintain records of staff funded by Us including the names of the staff to be employed, their salaries and their employment commencement date, and, if appropriate, employment termination date. You will give Us this information if We ask for it.
8.4. You will maintain all main financial records including personnel and payroll records for staff funded by Us for seven years after the Grant has ended. You will complete all statutory returns for employees and make all relevant payments to cover their pensions and salary deductions, such as income tax and National Insurance contributions.
9. Grants for Assets and Services
9.1. You will not use any part of the Grant to buy or build, refurbish, extend or alter buildings or land.
9.2. If any part of the Grant is used to buy any other capital items including vehicles or a series of related capital items or services or a series of services costing more than £15,000:
a. You will put out the order to competitive tender. If there are good reasons why You cannot tender, You will obtain Our written agreement beforehand. You understand that public bodies must meet the relevant UK procurement legislation together with the provisions of the World Trade Organisation General Procurement Agreement. You will comply with all applicable laws, statutes and regulations relating to bribery and corruption, including (but not limited to) the Bribery Act 2010.
b. You will keep all receipts and invoices and send them to Us if We ask for them. If the cost of the item or items is less than £15,000 You will keep all receipts and invoices and make them available for inspection on request. If You buy a vehicle You will send Us a copy of the registration documents no later than three months after We have sent You the money for the vehicle.
9.3. You understand that We will monitor assets bought with the Grant throughout the Grant Funding Period and for a period of:
a. Up to five years after the Grant Funding Period for assets purchased up to £499,999; and
b. Up to ten years after the Grant Funding Period for assets purchased over £500,000;
(“Asset Monitoring Period”). You will supply Us with information that We ask for and will allow Us to inspect the assets during the Grant Funding Period and Asset Monitoring Period.
9.4. You will keep all assets funded by the Grant safely and in good repair and condition and will make sure You have adequate insurance cover for all of them. Any loss resulting from payments made for assets before delivery will be Your responsibility. If the asset is damaged, destroyed or stolen, You must tell Us in writing and You must repair or replace it as soon as reasonably practical. You will not change the purpose for which the Project assets are used during the Asset Monitoring Period without Our written approval.
9.5. During the Grant Funding Period, You will provide an annual statement that the assets are still held and insured by You. You will not sell, give away or borrow against the assets without first receiving Our written consent. As Your grant has come from public funds, You understand and accept that if We provide written consent We may require that the sale is at full market value and/or subject to conditions requiring You to repay all or part of the money You receive.
10. VAT
10.1. You acknowledge that the Grant is not consideration for any taxable supply for VAT purposes by You to Us. You understand Our obligation does not extend to paying You any amounts in respect of VAT in addition to the Grant and that the Grant made by Us is inclusive of VAT.
10.2. You agree to repay Us immediately any VAT You recover whether by set-off, credit or repayment to the extent that any such VAT cost is included in the Grant.
10.3. You will notify Us immediately if any irrecoverable VAT claimed under the Grant becomes recoverable. You will keep proper and up to date records relating to VAT, and You will make such records available for Us to look at and give Us copies promptly when requested.
10.4. If We have funded all of the VAT costs for Your Project, You agree to refund immediately all of the VAT You recover to Us.
10.5. If We have funded a proportion of the VAT costs for the Project, You agree to refund immediately the same proportion of the VAT recovered to Us.
11. Monitoring, Managing and Reporting of the Grant and Evaluations
11.1. You will monitor the progress of the delivery of the Project, including a review of the outcomes and impact that the Project makes each year, and complete an annual end of year report for the Project using the form We send You.
11.2. You will send Us any further information We may ask for about the Project or about Your organisation and its activities, the number of jobs created by the Project, the number of users and other beneficiaries and such other information as We may require from time to time. We may use this information to monitor the Project and evaluate Our grants programmes.
11.3. You will comply with any reasonable requirements that We may have for site visits, compliance visits and meetings with Your officers, Partners or agents at any time during the Grant Funding Period or the Asset Monitoring Period.
11.4. You will be available for meetings with Us and allow Us or those acting for Us or the National Audit Office full and free access to Your records and any of Your offices or buildings.
11.5. Upon request, You will complete a report, in addition to the annual end of year report at Clause 11.1, setting out the analysis You undertook to consider Your income generation position, the impact You have made and any implications You have encountered or foresee in relation to the Grant and Your future sustainability.
11.6. You will complete a final report about the Project using the form We send You. You understand that the grant monitoring is complete only after You have completed this report and We have received annual accounts for the full period to Our satisfaction.
11.7. You will inform Us immediately in writing:
a. of anything that significantly delays, threatens or makes unlikely the Project’s completion, any material breach of the Grant Agreement, any Financial Irregularity, or anything which may cause reputational damage to Us or the Project; and
b. if there is to be any variation to or decrease in the Project outcomes.
11.8. We may commission research into and/or evaluation of Your funding. You confirm that You will co-operate with any research or evaluation-related activities which We carry out and further confirm that We may use any part of the Project information for research or evaluation purposes.
12. Annual Reports and Accounts
12.1. You will acknowledge Our grant in Your annual reports and accounts covering the Grant Funding Period.
12.2. You will show the Grant and related expenditure as a restricted fund under the description “The National Lottery Community Fund” and the Project name “Sustainable Steps Wales”. If You have more than one restricted fund, You will include a note to the accounts identifying each restricted fund separately. If You have more than one grant from Us, You will record each grant separately in the notes to the accounts. You will identify unspent funds and assets in respect of the Grant separately in Your accounting records.
12.3. You will send Us a copy of Your annual accounts as soon as they have been approved in accordance with Your governing document and in any event within ten months of the end of the financial year for each year in which grant payments are made. The accounts will be signed by a member of Your management committee and externally audited or independently examined by a suitably qualified person if Your annual income is over £10,000.
12.4. You will keep proper and up to date accounts and records for at least seven years after the Grant Funding Period, including summary profit and loss accounts and management accounts, personnel and payroll records and invoices, which show how the Grant has been spent. You will make these financial records available to Us to look at and give Us copies.
12.5. You will report regularly and fully to all members of Your governing body on the financial position of Your organisation and will put in place procedures to avoid any conflict of interest arising in the provision of goods and services or the employment of staff required to deliver the Project.
12.6. You will comply with all statutory requirements as regards accounts, audit or examination of accounts, annual reports and annual returns applicable to You and Us.
13. Financial Management and Controls, Prevention of Bribery, Corruption Fraud and Other Financial Irregularity
13.1. You will ensure that a record is kept of all special payments (including ex-gratia payments) as defined in Managing Public Money and losses of cash or equipment and that these are suitably recorded in the statement of accounts for each Financial Year.
13.2. You will ensure that a record is kept of any gifts and hospitality, funded by the Grant.
13.3. You will maintain a sound system of internal controls, including formal procedures and processes for the identification and management of risk including safeguards against fraud, theft and waste.
13.4. You will have an appropriate written whistleblowing policy and procedure/s in place, ensure the policy and/or procedures are publicised internally and ensure that staff are trained on its principles and operation, review and update Your whistleblowing policy and procedures at least every two years.
13.5. You must have a sound administration and audit process, including internal financial controls to safeguard against fraud, theft, money laundering, counter terrorist financing or any other impropriety, or mismanagement in connection with the administration of the Grant.
13.6. If You have any grounds for suspecting Financial Irregularity in the use of any part of the Grant or in relation to the Project, You must notify Us immediately, and, where appropriate, the police. You must explain to Us what steps are being taken to investigate the suspicion and keep Us informed about the progress of the investigation.
14. Publicity and Branding
14.1. You will comply with Our branding and publicity guidelines for the Project as set out in Our communications protocol, included in the Grant Agreement.
14.2. You will acknowledge:
a. the Grant publicly as appropriate and as practical; and
b. Our support in any published documents or in any digital media that refer to the Project, including job advertisements, accounts and public annual reports, or in written or spoken public presentations about the Project.
14.3. You hereby consent to any publicity about the Grant and the Project as We may from time to time require. We can carry out any forms of publicity and marketing to promote the award of the Grant as We see fit. You agree to do whatever We reasonably require in order to assist with any form of publicity and marketing, including any press or media related activities.
14.4. You hereby grant Us a royalty free licence to reproduce and publish in any format any Project information You give Us. You will let Us know when You provide the information if You don’t have permission for it to be used for these purposes.
14.5. Other than as expressly set out in this Grant Agreement, You do not have any right to use Our name, logo or trade marks on any of Your products or services without the prior written consent of Us of such name, logo or trademarks.
15. Data Protection Legislation, Freedom of Information Act 2000 and the Equality Act 2000
15.1. You acknowledge that We are subject to the Freedom of Information Act 2000, UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (and any other UK data protection law which may be enacted from time to time), and the Equality Act 2000. You will cooperate with Us (to the fullest extent permissible and consistent with Your obligations under any applicable law or regulation) to enable Our compliance with Our obligations under this Clause 15.1.
15.2. You acknowledge that We may share information about the Grant with members of the public who make a request for information under the Freedom of Information Act 2000. Where We are required to disclose information in line with Our obligations under the Freedom of Information Act 2000, We will be responsible for determining whether any information relating to this Grant Agreement is exempt from disclosure.
15.3. You will comply with all applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.
16. Subsidy
16.1. The grant comes from public funds and You will not use it in a way which does not comply with the UK’s international subsidy control commitments effective from 1 January 2021. In particular:
a. You will use the Grant wholly towards the costs of three activities:
i) implementing the Project;
ii) evaluation activities; and
iii) administrative overheads.
b. You will not use the Grant (or any part of it) towards any Economic Activity.
c. You will not use the Grant (or any part of it) to provide onward grant funding to another organisation or individual.
16.2. If the grant is deemed to be unlawful subsidy, You will repay the entire sum immediately. If You are concerned about subsidy control commitments, You will seek independent legal advice.
17. Intellectual Property Rights
17.1. We have the right to reproduce any of the Project or subsequent information supplied by You to Us (including intellectual property) for any purpose as We see fit without any right of a claim by You in respect of copyright.
17.2. If any part of the Grant is used directly or indirectly to purchase or develop any intellectual property rights then You will take all necessary steps to protect such rights against claims from third parties and You agree that You will not exploit such rights without Our prior written consent. Exploitation includes use for any commercial purpose or any licence, sale, assignment, materials transfer or other transfer rights. You understand and accept that if We provide the consent it may be subject to conditions requiring You to repay or to share any money You receive.
18. Termination, Withholding, Repayment of Grant and Additional Terms and Conditions
18.1. We may by written notice terminate this Grant Agreement or withhold or demand repayment of all or part of the Grant or impose additional terms and conditions on the Grant, with immediate effect and at Our absolute discretion, in any of the following circumstances if:
a. You are in breach of any of these Terms and Conditions, or the Terms and Conditions attached to any other grants You received from Us for which an agreement is still in force.
b. You act dishonestly, or if You or anyone involved in the Project or Your organisation is under investigation by Us, a regulatory body or the police.
c. You or any other person or organisation operating for You give Us any significantly misleading or inaccurate information, whether deliberate or accidental, during the application process, or during the Grant Funding Period.
d. You fail to make good progress with Your Project or are unlikely in Our view to complete the Project or achieve the impacts agreed with Us.
e. Members of Your governing body, volunteers or staff or of any organisation involved in the delivery of the Project, act at any time during the Project dishonestly or negligently or in any way, directly or indirectly, to Your detriment or to the detriment of Your organisation or the Project or to the detriment of Our reputation.
f. Your organisation, members of Your governing body, employees or volunteers, Partner or any other organisation involved in the delivery of the Project, are subject to an investigation or formal enquiry by the Police, Charity Commission, the Charity Commission for Northern Ireland, the Office of the Scottish Charity Regulator, HM Revenue and Customs or other regulatory body.
g. You receive duplicate funding from any other source for the same or any part of the Project.
h. You do not take positive steps to ensure equal opportunities in Your employment practices and the delivery of and access to Your services.
i. There is a significant change of purpose, ownership or recipient, either during the delivery of the Project or within a reasonable period after its completion, so that We judge that the Grant is unlikely to fulfil the purpose for which We made it.
j. At any stage of the application process or during the Grant Funding Period You did not let Us have information that would affect Our decision to award, continue or withdraw all or part of the Grant.
k. You are or become legally ineligible to hold the Grant.
l. You do or fail to do anything that brings Us into disrepute, or which We consider for any reason puts public funds at risk, or We terminate or suspend any other Grant We have given You.
m. You enter into, or in our view are likely to enter into, administration, liquidation, receivership, dissolution or, in Scotland, have Your organisation’s estate sequestrated.
n. We want to investigate any matters concerning the Grant (or any other grants We have given to You).
o. You receive any grant money incorrectly either as a result of an administrative error or otherwise. This includes where You are paid in error before You have complied with Your obligations under this Grant Agreement. Any sum, which falls due under this Clause 18.1(o), shall fall due immediately. If the You fail to repay the due sum immediately, or as otherwise agreed with Us, the sum will be recoverable summarily as a civil debt.
p. You fail to ensure that in delivering the Project, You exclude all expressions of views and opinions on matters of political and/or current public policy (unless required to under legislation, regulation or a court of law in England) and/or You use the Grant to fund lobbying.
q. We have reasonable grounds to believe that it is necessary to protect public money.
18.2. If the Grant Agreement is terminated in accordance with Clause 18.1, You will if requested:
a. repay all or part of the Grant;
b. return any of Our documents in Your possession to Us;
c. remove any reference relating to Us or any Project branding from Your materials;
d. issue a public statement pre-approved by Us regarding the termination of the Grant Agreement;
e. provide Us with any additional information, including financial audit information, monitoring reports and evidence for learning.
18.3. For the avoidance of doubt, the following clauses in the Grant Agreement are intended to survive the termination of the Grant Agreement: Clauses 1, 3.12, 3.14, 6.6, 8.4, 9.3, 9.4, 9.5, 11.2, 11.3, 11.4, 11.8, 12.4, 14.1, 14.4, 15, 16, 17 and 18.