Statutory guidance

Tree health advice package grant funding agreement and terms and conditions

Published 8 October 2024

Applies to England

This Grant Funding Agreement is made on the Commencement Date.

Between:

(1)   Forestry Commission, acting as the delivery body for the Department of Environment, Food and Rural Affairs whose principal address is at 620 Bristol Business Park, Coldharbour Lane, Bristol, BS16 1EJ (the “Authority”)

and

(2)   The Grant Recipient, as detailed on the Tree Health Pilot Grant Letter from the Authority (the “Grant Recipient”)

In relation to: Tree Health Pilot (THP)

Background

(A)   The Grant is made pursuant to made pursuant to the power in Section 1(h) of the Agriculture Act 2020.

(B)   If the payment of the Grant is subject to the satisfaction of conditions, those conditions precedent and the date for satisfaction are set out in this Grant Funding Agreement.

(C)   The Grant Recipient(s) was successful and the Authority awarded a grant to deliver the Funded Activities.

(D)   The Authority will provide the Grant to the Grant Recipient in this Grant Funding Agreement.

(E)   The Grant Recipient(s) will use the Grant solely for the Funded Activities.

The conditions collectively (the Conditions) are as follows:

1. Introduction

1.1.   This Grant Funding Agreement shall be comprised of the following documents, incorporated by reference herein:

(i)   The Terms and Conditions set out within this Grant Funding Agreement;

(ii)   The THP Annexes to this Grant Funding Agreement, and incorporated in their entirety by reference herein;

(iii)   The Authority’s Grant Offer Letter and the Grant Recipient’s Acceptance Letter;

(iv)   The Grant Recipient(s) Application Form;

1.2.   This Grant Funding Agreement sets out the conditions which apply to the Grant Recipient receiving the Grant from the Authority.

1.3.   The Authority and the Grant Recipient have agreed that the Authority will provide the Grant up to the Maximum Sum as long as the Grant Recipient uses the Grant in accordance with this Grant Funding Agreement.

1.4.   The Authority makes the Grant to the Grant Recipient on the basis of the Grant Recipients Statutory Plant Health Notice (SPHN) or their location within the proactive spruce removal area.

1.5.   The Authority makes the Grant to the Grant Recipient for funding for an agent consultation, the formation of a biosecurity management plan, biosecurity training and a personal biosecurity kit.

1.6.   The Parties confirm that it is their intention to be legally contractually bound by this Grant Funding Agreement.

2. Definitions and interpretation

2.1.   Where they appear in these Conditions:

Acceptance

means acceptance of this Grant Funding Agreement by the Grant Recipient, confirmed by the Grant Recipient signing and returning the

Acceptance Letter, within fifteen (15) days from the date of the Grant Offer Letter;

Acceptance Letter

 means the signed letter the Grant Recipient returns to the Authority to confirm acceptance of the Grant Offer;

Annex or Annexes

means an individual annex or the annexes attached to these Conditions which form part of the Grant Funding Agreement;

Application Form

means the Grant Recipient’s final application form, including the Declaration Form, for the THP Grant scheme, submitted and approved by the Authority;

Asset

means any assets that are to be purchased or developed using the Grant including equipment;

Authority Personal Data

means any Personal Data supplied for the purposes of, or in connection with, the Grant Funding Agreement by the Authority to the Grant Recipient;

Branding Manual

means the HM Government of the United Kingdom of Great Britain and Northern Ireland Branding Manual Funded by UK Government published by the Cabinet Office which is available at Branding guidelines - GCS, including any subsequent updates from time to time; 

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;

Code of Conduct

means the Code of Conduct for Recipients of Government General Grants published by the Cabinet Office in November 2018 which is available at Code of Conduct for Recipients of Government General Grants, including any subsequent updates from time to time;

Commencement Date

means the date on which the Grant Recipient confirms Acceptance of this Grant Funding Agreement;

Confidential Information

means any information (however conveyed, recorded or preserved) disclosed by a Party or its personnel to another Party (and/or that Party’s personnel) whether before or after the date of the Grant Funding Agreement, including but not limited to:

(a)   any information that ought reasonably to be considered to be confidential (whether or not it is so marked) relating to:

(i)   the business, affairs, customers, clients, suppliers or plans of the disclosing Party; and

(ii)   the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party; and

(b)   any information developed by the Parties in the course of delivering the Funded Activities;

(c)   the Authority Personal Data;

(d)   any information derived from any of the above.

Confidential Information shall not include information which:

(a)   was public knowledge at the time of disclosure (otherwise than by breach of paragraph 11 of these Conditions);

(b)   was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party;

(c)  is received from a Third Party (who lawfully acquired it) without restriction as to its disclosure; or

(d)   is independently developed without access to the Confidential Information;

 Contracting Authority

means any contracting authority (other than the Authority) as defined in regulation 2 of the Public Contracts Regulations 2015 (as amended);

Controller and Processor

take the meaning given in the UK General Data Protection Regulation  (GDPR);

Change of Control

means the sale of all or substantially all the assets of a Party; any merger, consolidation or acquisition of a Party with, by or into another corporation, entity or person, or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a Party in one or more related transaction;

Crown Body

means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf;

Data Protection Legislation

means (i) the GDPR; (ii) the Data Protection Act 2018 to the extent that it relates to the processing of Personal Data and privacy; and (iii) all applicable Law relating to the processing of Personal Data and privacy;

Domestic Law

means an applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, judgment of a relevant court of law, or directives or requirements of any regulatory body, delegated or subordinate legislation which replaces EU law as a consequence of the UK leaving the European Union (EU);

Domestic Successor

means, as the context requires, either:

(a)   a body that takes over the functions of the European Commission in the United Kingdom on the date it withdraws from the EU; or

(b)   the relevant court in England which takes over the functions of the Court of Justice of the EU in England on the date the United Kingdom withdraws from the EU;

Duplicate Funding

means funding provided by a Third Party (for the avoidance of doubt, including private investors and a government entity other than the Authority) to the Grant Recipient, which is for the same Funded Activities for which the Grant was made, but has not been declared to the Authority;

Eligibility Criteria

mean the Authority’s selection criteria used to determine who is eligible to be and should be Grant Recipients, including the Grant Recipient;

Eligible Expenditure

means the expenditure incurred by the Grant Recipient during the Funding Period for the purposes of delivering the Funded Activities which comply in all respects with the eligibility rules set out in paragraph 5 of these Conditions;

Eligible Land

means land that qualified under the expression of interest (EOI) process, that is based in the pilot region(s) and for which the Grant Recipient or Group Applicants have Management Control. Eligible Land does not include any land that is subject of a current tenancy dispute, or subject to another obligation which is incompatible with the Grant;

End of Funding Date

means the last day on which Capital Items can be paid for (i.e. the date of invoice), to be eligible for reimbursement. The End of Capital Funding Date is 2 years from the Commencement Date.  These dates are specified in Annex 2A;

EIR

means the Environmental Information Regulations 2004;

Event of Default

means an event or circumstance set out in paragraph 24.1;

Financial Year (FY)

means from 1 April to 31 March;

FOIA

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;

Funded Activities

means the activities set out in section 3 of Annex 1A;

Funding Period

means the period for which the Grant is awarded, starting on the Commencement Date and ending on the End of Funding Date;

General Data Protection Regulation and GDPR

means the General Data Protection Regulation (EU) 2016/679;

Grant

means the sum or sums the Authority will pay to the Grant Recipient in accordance with paragraph 4 and subject to the provisions set out at paragraph 24;

Grant Claim

means the THP Tree Health Advice Package Claim Form at Annex 1B and submitted by the Grant Recipient to the Authority for payment of the Grant;

Grant Funding Agreement

means these Conditions and Tree Health Pilot guidance, the Tree Health Advice Package Application Form, and the Grant Offer and Acceptance Letters;

Grant Offer

means the sum or sums of money that is or are payable to the Grant Recipient in accordance with this Agreement (as set out in the Grant Offer Letter);

 Grant Offer Letter

means the letter the Authority issued to the Grant Recipient confirming the Grant Offer;

Grant Manager

means the individual who has been nominated by the Authority to be the single point of contact for the Grant Recipient in relation to the Grant;

HRA

means the Human Rights Act 1998 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;

Ineligible Expenditure

means expenditure incurred by the Grant Recipient which is not Eligible Expenditure and as set out in paragraph 5 of these Conditions;

Information Acts

means the Data Protection Legislation, FOIA and the EIR, as amended from time to time;

Intervention Rate

means the proportion of Actual Costs or Standard Costs the Authority will pay;

Intellectual Property Rights or IPRs

means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions semi- conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade names, designs, know- how, trade secrets and any modifications, amendments, updates and new releases of the same and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

IP Completion Day

has the meaning given to it in the EU (Withdrawal) Act 2018;

IPR Material

means all material produced by the Grant Recipient or its Representatives in relation to the Funded Activities during the Funding Period (including but not limited to, materials expressed in any form of report, database, design, document, technology, information, know how, system or process);

Joint Controllers

means where two or more Controllers jointly determine the purposes and means of processing;

Land

means all units of Eligible Land which are proposed for the Funded Activities and in relation to which claims for funding can or have been made under this Grant Funding Agreement;

Law

means any applicable law, statute, byelaw, regulation, order, regulatory policy, guidance or industry code, judgment of a relevant court of law, or directives or requirements of any regulatory body, delegated or subordinate legislation;

Losses

means all losses, liabilities, damages, costs, expenses (including legal fees), disbursements, costs of investigation, litigation, settlement, judgment, interest and penalties whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise and Loss will be interpreted accordingly;

Management Control

means that the Grant Recipient or Group has the legal dominion and or legal rights over the Land enabling it to undertake the Funded Activities thereon; 

Maximum Sum

means the maximum amount of Grant funding that the Authority will provide to the Grant Recipient for any Funded Activities subject to paragraph 24;

Northern Ireland Protocol

means the protocol on Ireland and Northern Ireland in the EU withdrawal agreement;

Notifiable Change

has the meaning given to it in paragraph 19.2;

Novation Agreement

means an agreement pursuant to which the Grant Recipient novates this Grant Funding Agreement to a Successor, subject to the Authority’s prior notice, review and approval of the Novation Agreement;

Party

means the Authority or Grant Recipient and Parties shall be each Party together;

Personal Data

has the meaning given to it in the Data Protection Legislation as amended from time to time;

Procurement Regulations

means the Public Contracts Regulations 2015, Concession Contracts Regulations 2016, Defence Security Public Contracts Regulations 2011 and the Utilities and Contracts Regulations 2016 together with their amendments, updates and replacements from time to time;

Prohibited Act

means:

(a)   directly or indirectly offering, giving or agreeing to give to any servant of the Authority or the Crown any gift or consideration of any kind as an inducement or reward for:

(i)   doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of the Funding Agreement; or

(ii)   showing or not showing favour or disfavour to any person in relation to the Funding Agreement;

(b) committing any offence:

(iii)   under the Bribery Act;

(iv)   under legislation creating offences in respect of fraudulent acts; or

(v)   at common law in respect of fraudulent acts in relation to the Funding Agreement; or

(c) defrauding or attempting to defraud or conspiring to defraud the Authority or the Crown;

Publication

means any announcement, comment or publication of any publicity material by the Grant Recipient concerning the Funded Activities or the Authority;

Remedial Action Plan

means the plan of action submitted by the Grant Recipient to the Authority following an Event of Default pursuant to the Rectification Plan process set out in paragraph 24; 

Representatives

means any of the Parties’ duly authorised directors, employees, officers, agents, professional advisors and consultants;

Site-Specific Conditions

means Conditions of the Grant specific to the Land or Woodland subject of the Funded Activities, set by the Authority’s personnel including Forestry Commission (FC) Woodland Officers or FC Tree Health Officer. These may be communicated orally or in writing, formally or informally, with the Grant Recipient or their Agent following the Authority’s review of the Grant application, its supporting material or on-site surveys, prior to agreement. Site-Specific Conditions could include specific requirements such as the location of infrastructure, geographical, archaeological or natural features that should be avoided or undisturbed, future timber extraction routes, and any specific planting requirements;

Special Payments

means ex gratia expenditure by the Grant Recipient to a third party where no legal obligations exist for the payment and/or other extra- contractual expenditure. Special Payments may include, but is not limited to, out-of- court settlements, compensation or additional;

State Aid Law

means the law embodied in Articles 107- 109 of section 2, Title VII of the Common Rules on Competition, Taxation and Approximation of Laws – Consolidated Versions of the Treaty on EU and the Treaty for the Functioning of the EU to the extent it continues to apply in the United Kingdom;

Succession

means the transfer of the legal interest in the whole or part of the Eligible Land and subject to the Grant, held by the Grant Recipient at the Commencement Date of the Agreement, from the Grant Recipient to a Successor;

Successor

means a third party who obtains the legal interest in the whole or part of the Eligible Land subject to the Grant, held by the Grant Recipient at the Commencement Date of the Grant Funding Agreement, from the Grant Recipient;

Third Party

means any person or organisation other than the Grant Recipient or the Authority;

THP guidance

means the Tree Health Pilot guidance, which terms and conditions are hereby incorporated by reference into this Grant Funding Agreement. Other sub-sets of the THP guidance may be introduced for sub-offerings under the THP Grant scheme;

United Kingdom Forestry Standard (UKFS)

means the reference standard for sustainable forest management in the UK. It outlines the context for forestry, sets out the approach of the UK governments to sustainable forest management, defines standards and requirements, and provides a basis for regulation and monitoring – including national and international reporting;

Unspent Monies

means any monies paid to the Grant Recipient in advance of its Eligible Expenditure, which remains unspent and uncommitted at the end of the Financial Year, the Funding Period or because of termination or breach of these Conditions;

VAT

means value added tax chargeable in the UK; 

Working Day(s)

means any day from Monday to Friday (inclusive) which is not specified or proclaimed as a bank holiday in England and Wales pursuant to section 1 of the Banking and Financial Dealings Act 1971 including Christmas Day and Good Friday;

2.2.   In these Conditions, unless the context otherwise requires:

(i)   the singular includes the plural and vice versa;

(ii)   reference to a gender includes the other gender and the neuter;

(iii)   references to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity or Crown Body;

(iv)   a reference to any Law includes a reference to that Law as amended, extended, consolidated or re-enacted from time to time;

(v)   any reference in these Conditions which immediately before IP Completion Day was a reference to (as it has effect from time to time):

(a)   any EU regulation, EU decision, EU tertiary legislation or provision of the European Economic Area (“EEA”) agreement (“EU References”) which forms part of domestic law by application of section 3 of the EU (Withdrawal) Act 2018 shall be read on and after IP Completion Day as a reference to the EU References as they form part of domestic law by virtue of section 3 of the EU (Withdrawal) Act 2018 as modified by domestic law from time to time; and

(b)   any EU institution or EU authority or other such EU body shall be read on and

after IP Completion Day as a reference to the UK institution, authority or body to which its functions were transferred;

(vi)   the words “including”, “other”, “in particular”, “for example” and similar words will not limit the generality of the preceding words and will be construed as if they were immediately followed by the words “without limitation”;

(vii)   references to “writing” include typing, printing, lithography, photography, display on a screen, electronic and facsimile transmission and other modes of representing or reproducing words in a visible form, and expressions referring to writing will be construed accordingly;

(viii)   references to “representations” will be construed as references to present facts, to “warranties” as references to present and future facts and to “undertakings” as references to obligations under the Grant Funding Agreement;

(ix)   references to “paragraphs” and “Annexes” are, unless otherwise provided, references to the paragraphs and annexes of these Conditions and references in any Annex to parts, paragraphs and tables are, unless otherwise provided, references to the parts, paragraphs and tables of the Annex in which these references appear; and

(x)   the headings in these Conditions are for ease of reference only and will not affect the interpretation or construction of these Conditions.

2.3.   Where there is any conflict between the documents that make up this Grant Funding Agreement the conflict shall be resolved in accordance with the following order of precedence:

(i)   The Terms and Conditions set out within this Grant Funding Agreement;

(ii)   The Annexes to this Grant Funding Agreement, to the extent that it applies;

(iii)   The Authority’s Grant Offer Letter and the Grant Recipient’s Acceptance Letter;

(iv)   The Grant Recipient’s Application Form;

3. Conditions

3.1.   The Funding Period starts on the Commencement Date and ends on the date set out in Annex 2A of this Grant Funding Agreement unless terminated earlier in accordance with this Grant Funding Agreement.

3.2.   The Grant Funding Agreement and these Conditions shall continue in effect until the last to occur of the End of Funding Dates.

3.3.   The Grant Recipient shall use the Grant solely for the delivery of the Funded Activities. The Grant Recipient may not make any changes to the Funded Activities.

3.4.   If the Authority wants to make a change to the Funded Activities (including for example reducing the Grant or removing some of the Funded Activities from the Grant) it may do so on thirty (30) Working Days written notice to the Grant Recipient.

3.5.   The Grant Recipient shall comply with the further Special Conditions and Eligibility Criteria contained at Annex 1A.

3.6.   The Grant Recipient acknowledges and agrees that management plans completed before the Commencement Date of this Grant Funding Agreement will not be funded.

3.7.   The Grant Recipient confirms that all required licences, consents and permissions will be in place prior to commencing the Funded Activities.

4. Payment of grant

4.1.   Subject to the remainder of this paragraph 4, the Authority shall pay the Grant Recipient an amount not exceeding the Maximum Sum set out in the Grant Offer Letter. The Authority shall pay the Grant in pound sterling (GBP).

4.2.  The Grant Recipient must complete and sign the Grant Claim in order to receive Grant funding payments.

4.3.  The signatory must be the Grant Recipient or someone with proper delegated authority on behalf of the Grant Recipient. Any change of bank details must be notified immediately and agreed by an approved signatory. Any change of signatory must be notified to the Authority for approval, as soon as known.

4.4.  The Grant represents the Maximum Sum the Authority will pay to the Grant Recipient under the Funding Agreement. The Maximum Sum will not be increased in the event of any overspend by the Grant Recipient in its delivery of the Funded Activities.

4.5. The Authority will only pay the Grant to the Grant Recipient in respect of Eligible Expenditure incurred by the Grant Recipient to deliver the Funded Activities, and only up to and including the Maximum Sum as set out in the Grant Offer Letter. The Authority will not pay the Grant until it is satisfied that the Grant Recipient has paid for the Funded Activities in full and the Funded Activities have been delivered during the Funding Period.

4.6. On request, the Grant Recipient will provide the Authority with evidence of the costs, which are classified as Eligible Expenditure in paragraph 5.2, which may include (but will not be limited to) receipts and invoices or any other documentary evidence specified by the Authority.

4.7. The Grant Recipient agrees that:

(i)   it will not apply for, or obtain, Duplicate Funding in respect of any part of the Funded Activities which have been paid for in full using the Grant;

(ii)   the Authority may refer the Grant Recipient to the police should it dishonestly and intentionally obtain Duplicate Funding for the Funded Activities;

(iii)   the Authority will not make the first payment of the Grant and/or any subsequent payments of the Grant unless or until, the Authority is satisfied that:

(a)   the Grant will be used for Eligible Expenditure only; and

(b)   if applicable, any previous Grant payments have been used for the Funded Activities or, where there are Unspent Monies, have been repaid to the Authority.

4.8. The Grant Recipient shall submit by Grant Claim for Activity Payments by the relevant End of Funding Date, and with any other supporting documentation as prescribed by the Authority.

4.9.   Unless otherwise stated in the Grant Funding Agreement, payment of the Grant will be made within 30 days of the Authority approving the Grant Recipient’s Grant Claim.

4.10.   The Authority will have no liability to the Grant Recipient for any Losses caused by a delay in the payment of a Grant Claim howsoever arising.

4.11. The Authority reserves the right not to pay any Grant Claims, which are not submitted within the period set out for Grant Claims, which are incomplete, incorrect or submitted without the full supporting documentation.

4.12.   The Grant Recipient shall promptly notify and repay immediately to the Authority any money incorrectly paid to it either as a result of an administrative error or otherwise. This includes (without limitation) situations where the Grant Recipient is paid in error before it has complied with its obligations under the Grant Funding Agreement. Any sum, which falls due under this paragraph 4.12, shall fall due immediately. If the Grant Recipient fails to repay the due sum within 60 days the sum will be recoverable summarily as a civil debt.

4.13. Where the Grant Recipient enters into a contract with a Third Party in connection with the Funded Activities, the Grant Recipient will remain responsible for paying that Third Party. The Authority has no responsibility for paying Third Party invoices.

4.14. Onward payment of the Grant and the use of sub-contractors shall not relieve the Grant Recipient of any of its obligations under the Grant Funding Agreement, including any obligation to repay the Grant.

4.15.   If the Grant Recipient is required to repay grant funds under any other Government grant scheme, part or all of the Grant Recipient’s THP Grant Claim may not be paid out to the Grant Recipient but instead used to repay what is owed to Government. Similarly, if the Grant Recipient is required to repay grant funds under their THP Grant agreement, such funds may be collected via other grant schemes held by the Grant Recipient with Government.

5. Eligible and ineligible expenditure

5.1.   The Authority will only pay the Grant in respect of Eligible Expenditure incurred by the Grant Recipient to deliver the Funded Activities and the Grant Recipient will use the Grant solely for delivery of the Funded Activities (as set out in Annex 2 of these Conditions).

5.2.   For the avoidance of doubt, the following costs/payments will not be classified as Eligible Expenditure, even if incurred for the purposes of the Funded Activities, and the Grant Funding may not be used for payment of these:

(i)   Fees charged or to be charged to the Grant Recipient by the external auditors/accountants for reporting/certifying that the Grant paid was applied for its intended purposes;

(ii)   giving evidence to Parliamentary Select Committees;

(iii)   attending meetings with government ministers or civil servants to discuss the progress of a taxpayer funded grant scheme;

(iv)   responding to public consultations, where the topic is relevant to the objectives of the Funded Activities. To avoid doubt, Eligible Expenditure does not include the Grant Recipient spending the Grant on lobbying other people to respond to any such consultation (unless explicitly permitted in the Grant Funding Agreement);

(v)   providing independent, evidence-based policy recommendations to local government, departments or government ministers, where that is the objective of a taxpayer funded grant scheme, for example, ‘What Works Centres’;

(vi)   providing independent evidence-based advice to local or national government as part of the general policy debate, where that is in line with the objectives of the Grant;

(vii)   paid for lobbying, which means using the Grant to fund lobbying (via an external firm or in- house staff) in order to undertake activities intended to influence or attempt to influence Parliament, government or political activity; or attempting to influence legislative or regulatory action;

(viii)   enabling one part of government to challenge another on topics unrelated to the agreed purpose of the grant;

(ix)   petitioning for additional funding;

(x)   entertaining, specifically aimed at exerting influence to change government policy;

(xi)   inputting VAT reclaimable by the Grant Recipient from HMRC; and

(xii)   paying for activities of a political or religious nature.

5.3.   Other examples of expenditure, which are not Eligible Expenditure and are prohibited, include the following:

(i)   contributions in kind (specifically contribution in goods);

(ii)   interest payments or service charge payments for finance leases;

(iii)   gifts;

(iv)   statutory fines, criminal fines or penalties civil penalties, damages or any associated legal costs;

(v)   payments for works or activities which the grant recipient, or any member of their Partnership has a statutory duty to undertake, or that are fully funded by other sources;

(vi)   bad debts to related parties;

(vii)   payments for unfair dismissal or other compensation;

(viii)   depreciation, amortisation or impairment of assets owned by the Grant Recipient;

(ix)   the acquisition or improvement of Assets by the Grant Recipient (unless the Grant is explicitly for capital use – this will be stipulated in the Grant Letter); and

(x)   liabilities incurred before the commencement of the Grant Funding Agreement unless agreed in writing by the Authority.

6. Annual grant review - not used

7. Monitoring and reporting

7.1.   The Grant Recipient(s) shall closely monitor the delivery and success of the Funded Activities throughout the Funding Period to ensure that the aims and objectives of the Funded Activities are achieved.

7.2.   The Grant Recipient(s) shall provide the Authority with all reasonable assistance and co-operation in relation to any ad-hoc information, explanations and documents as the Authority may require, from time to time, so the Authority may establish if the Grant Recipient has used the Grant in accordance with the Grant Funding Agreement.

7.3.   The Grant Recipient will permit any person authorised by the Authority reasonable access, with or without notice, to its employees, agents, premises, facilities and records, for the purpose of discussing, monitoring and evaluating the Grant Recipient’s fulfilment of its obligations under the Grant Funding Agreement and will, if so required, provide appropriate oral or written explanations to such authorised persons as required during the Funding Period.

7.4.   The Grant Recipient(s) will notify the Authority as soon as reasonably practicable of:

(i)   any actual or potential failure to comply with any of its obligations under the Grant Funding Agreement, which includes those caused by any administrative, financial or managerial difficulties;

(ii)   any actual or potential variations to the Eligible Expenditure set out in the Application Form and/or any event which materially affects the continued accuracy of such information.

7.5.   The Grant Recipient represents and undertakes (and shall repeat such representations on delivery of any annual report):

(i)   that the reports and information it gives pursuant to this paragraph are accurate;

(ii)   that it has diligently made full and proper enquiry of the matter pertaining to the reports and information given; and

(iii)   that any data it provided pursuant to an application for the Grant may be shared within the powers conferred by legislation with other organisations for the purpose of preventing or detecting crime.

8. Auditing and assurance

8.1.   The Authority may, at any time during and up to five (5) years after the end of the Grant Funding Agreement, conduct audits or require information from the Grant Recipient as to whether the Grant has been used for the delivery of the Funded Activities, where the Authority considers it reasonable or necessary. The Grant Recipient agrees to grant the Authority or its Representatives access, as required, to all Funded Activities sites and relevant records. The Grant Recipient will ensure that all necessary information and access rights are explicitly included within all arrangements with sub-contractors.

8.2.   If the Authority requires further information, explanations and documents, in order for the Authority to establish that the Grant has been used properly in accordance with the Grant Funding Agreement, the Grant Recipient will, within ten (10) Working Days of a request by the Authority, provide the Authority, free of charge, with the requested information.

8.3.   The Grant Recipient shall:

(i)   nominate an independent auditor to verify the final statement of expenditure and income submitted to the Authority;

(ii)   identify separately the value and purpose of the Grant Funding in its audited accounts and its annual report; and

(iii)   maintain a record of internal financial controls and procedures and provide the Authority with a copy if requested.

Retention of documents

8.4.   The Grant Recipient shall retain all invoices, receipts, accounting records and any other documentation (including but not limited to, correspondence) relating to the Eligible Expenditure; income generated by the Funded Activities during the Funding Period.

8.5.   The Grant Recipient shall ensure that all its sub-contractors retain each record, item of data and document relating to the Funded Activities for the duration of the Funding Period.

8.6.   Upon request of the Authority, the Grant Recipient will promptly provide revised forecasts of expenditure and any income in relation to the Funded Activities.

9. Corruption, fraud and other irregularity

9.1.   The Grant Recipient will at all times comply with all applicable Laws, statutes and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act.

9.2.   The Grant Recipient must have a sound administration and audit process, including where appropriate 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.

9.3.   All cases of fraud or theft (whether proven or suspected) relating to the Funded Activities must be notified to the Authority as soon as they are identified. The Grant Recipient shall explain to the Authority what steps are being taken to investigate the irregularity and shall keep the Authority informed about the progress of any such investigation. The Authority may however request that the matter is referred (which the Grant Recipient is obliged to carry out) to external auditors or other Third Party as required.

9.4.   The Authority will have the right, at its absolute discretion, to insist that the Grant Recipient address any actual or suspected fraud, theft or other financial irregularity and/or to suspend future payment of the Grant to the Grant Recipient. Any grounds for suspecting financial irregularity includes what the Grant Recipient, acting with due care, should have suspected as well as what is actually proven.

9.5.   The Grant Recipient agrees and accepts that it may become ineligible for Grant support and may be required to repay all or part of the Grant if it engages in tax evasion or aggressive tax avoidance in the opinion of His Majesty’s Revenue and Customs.

9.6.   For the purposes of paragraph 9.4 “financial irregularity” includes (but is not limited to) potential fraud or other impropriety, mismanagement, and the use of the Grant for any purpose other than those stipulated in the Grant Funding Agreement. The Grant Recipient may be required to provide statements and evidence to the Authority or the appropriate organisation as part of pursuing sanctions, criminal or civil proceedings.

10. Conflicts of interest

10.1.   Neither the Grant Recipient nor its Representatives shall engage in any personal, business or professional activity which conflicts or could conflict with any of their obligations in relation to the Grant Funding Agreement.

10.2.   The Grant Recipient must have and will keep in place adequate procedures to manage and monitor any actual or perceived bias or conflicts of interest.

11. Confidentiality

11.1.   Except to the extent set out in this paragraph 11 or where disclosure is expressly permitted, the Grant Recipient shall treat all Confidential Information belonging to the Authority as confidential and shall not disclose any Confidential Information belonging to the Authority to any other person without the prior written consent of the Authority, except to such persons who are directly involved in the provision of the Funded Activities and who need to know the information.

11.2.   The Grant Recipient gives its consent for the Authority to publish the Grant Funding Agreement in any medium in its entirety (but with any information which is Confidential Information belonging to the Authority or the Grant Recipient redacted), including from time to time agreed changes to the Grant Funding Agreement.

11.3.   Nothing in this paragraph 11 shall prevent the Authority disclosing any Confidential Information obtained from the Grant Recipient:

(i)  for the purpose of the examination and certification of the Authority’s accounts; or pursuant to section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or

(ii)  to any government department, consultant, contractor or other person engaged by the Authority, provided that in disclosing information under the Authority only discloses the information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate;

(iii)  where disclosure is required by Law, including under the Information Acts.

11.4.   Nothing in this paragraph 11 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of its obligations under the Grant Funding Agreement in the course of its normal business, to the extent that this does not result in a disclosure of the other Party’s Confidential Information or an infringement of the other Party’s Intellectual Property Rights.

12. Transparency

12.1.   The Authority and the Grant Recipient acknowledge that, except for any information that is exempt from disclosure in accordance with the provisions of the Information Acts, the content of the Grant Funding Agreement is not confidential.

13. Statutory duties

13.1.   The Grant Recipient agrees to adhere to its obligations under the Law including but not limited to the Information Acts and the HRA.

13.2.   Where requested by the Authority, the Grant Recipient will provide reasonable assistance and cooperation to enable the Authority to comply with its information disclosure obligations under the Information Acts.

13.3.   On request from the Authority, the Grant Recipient within ten (10) Working Days will provide the Authority with all such relevant documents and information relating to the Grant Recipient’s data protection policies and procedures as the Authority may reasonably require.

13.4.   The Grant Recipient acknowledges that the Authority, acting in accordance with the codes of practice issued and revised from time to time under the Information Acts, may disclose information concerning the Grant Recipient and the Grant Funding Agreement without consulting the Grant Recipient.

13.5.   The Authority will take reasonable steps to notify the Grant Recipient of a request for information to the extent that it is permissible and reasonably practical for it to do so. Notwithstanding any other provision in the Grant Funding Agreement, the Authority will be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the Information Acts.

14. Data protection, Freedom Of Information Act (FOI)/Environmental Information Request (EIR) and public procurement

Data protection

14.1.   The Grant Recipient and the Authority will comply at all times with their respective obligations under Data Protection Legislation.

14.2.   The Parties acknowledge that for the purpose of Data Protection Legislation the Grant Recipient is the Controller of any Personal Data processed by it pursuant to the Funded Activities. To the extent that the Grant Recipient and the Authority share any Personal Data for the purposes of this Grant Funding Agreement, the Parties accept that they are each a separate, independent Controller in respect of such Personal Data.

Each Party:

(i)   must comply with the applicable Data Protection Legislation in respect of their processing of such Personal Data;

(ii)   must be individually and separately responsible for its own compliance.

(iii)   and do not and must not Process any Personal Data as Joint Controllers.

(iv)   at their own cost enters into such specific agreements as may be reasonably required to enable each other to comply with their respective duties under the Data Protection Legislation as a result of the arrangements contemplated by this Grant Funding Agreement and give each other all reasonable assistance (including review by each party’s legal advisors) in so complying.

14.3.   On request from the Authority, the Grant Recipient will provide the Authority with all such relevant documents and information relating to the Grant Recipient’s data protection policies and procedures as the Authority may reasonably require.

14.4.   The Parties acknowledge and agree that this Grant Funding Agreement does not require either Party to act as a Processor of the other. In the event that there is any change which requires either Party to act as a Processor the Parties agree, at their own cost, to enter into the standard data protection clauses set out in the Crown Commercial Services Procurement Policy Note 02/18 (as amended or replaced from time to time).

14.5.   In the event that the Parties believe that there is a Joint Controller relationship, the Parties must seek to agree and enter into a Data Processing Joint Controller Agreement, all Parties acting reasonably. With respect to compliance with the Data Protection Legislation only and in the event of a conflict between the conditions of this agreement and any Data Processing Joint Controller Agreement, the terms of the Data Processing Joint Controller Agreement must take precedence.

14.6.   Each Party must, with respect to its processing of Personal Data as a separate, independent Controller, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32 (1) (a), (b), (c) and (d) of the GDPR.

14.7.   Subject to clause 6 (b), the Grant Recipient agrees that the Authority and its Representatives may use Personal Data which the Grant Recipient provides about its staff and partners involved in the Funded Activities to exercise the Authority’s rights under this Agreement and or to administer the Grant or associated activities. Furthermore, the Authority agrees that the Grant Recipient and its Representatives may use Personal Data which the Authority provides about its staff involved in the Funded Activities to manage its relationship with the Authority.

14.8.   The Grant Recipient agrees that the Authority may share details of the Grant, including the name of the Grant Recipient’s organisation, with the UK Government and that these details may appear on the Government Grants Information System database which is available for search by other funders.

14.9.   The Authority and the Grant Recipient shall:

(i)   ensure that the provision of Personal Data to the other Party is in compliance with the Data Protection Legislation (including by ensuring all required fair processing information has been given to affected Data Subjects); and

(ii)   ensure that it only shares Personal Data with the other Party to the extent required in connection with Funded Activities.

14.10.   Where a Party (the “Data Receiving Party”) receives a request by any Data Subject to exercise any of their rights under the Data Protection Legislation in relation to the Personal Data shared pursuant to this Agreement:

(i)   the other Party shall provide any information and/or assistance as reasonably requested by the Data Receiving Party to help it respond to the request or correspondence, at the Data Receiving Party’s cost; or

(ii)   where the request or correspondence is directed to the other party and/or relates to the other Party’s Processing of the Personal Data, the Data Receiving Party will:

(iii)   promptly, and in any event within five (5) Working Days of receipt of the request or correspondence, inform the other Party that it has received the same and shall forward such request or correspondence to the other Party; and

(iv)   provide any information and/or assistance as reasonably requested by the other Party to help it respond to the request or correspondence in the timeframes specified by Data Protection Legislation.

14.11.   Each Party shall promptly notify the other upon it becoming aware of any Personal Data Breach relating to Personal Data provided by the other Party pursuant to this Agreement and shall:

(i)   do all such things as reasonably necessary to assist the other Party in mitigating the effects of the Data Breach;

(ii)   implement any measures necessary to restore the security of any compromised Personal Data;

(iii)   work with the other Party to make any required notifications to the Information Commissioner’s Office and affected Data Subjects in accordance with the Data Protection Legislation (including the timeframes set out therein); and

(iv)   not do anything which may damage the reputation of the other Party or that Party’s relationship with the relevant Data Subjects, save as required by Law.

14.12.   Without limiting any other provision of this paragraph 14, each of the Parties shall, on request, provide such information and assistance as is reasonably requested by the other Party to assist the other Party in complying with the Data Protection Legislation in respect of the Personal Data.

14.13.   The Authority and the Grant Recipient shall not retain or process Personal Data for longer than is necessary to perform the respective obligations under this Agreement.

14.14.   The Grant Recipient will notify the Authority of any change to its constitution, legal form, membership structure (if applicable) or ownership, and of any complaint or investigation by any regulatory body or the police into its activities or those of its staff or officers or volunteers.

Freedom Of Information Act (FOI)/Environmental Information Request (EIR)

14.15.   The Grant Recipient agrees to provide all necessary assistance and cooperation which is reasonably requested by the Authority for the purposes of complying with its obligations under the FOIA and the EIR. If the Grant Recipient is required to supply information pursuant to a FOIA/EIR request, it shall supply all such information which is within its possession or control within five (5) Working Days (or such other period as the Authority shall reasonably require).

14.16.   If the Grant Recipient receives a FOIA/EIR request from a member of the public, it shall not respond to the request but shall forward the request to the Authority within two (2) Working Days of receipt.

14.17.   The Authority shall determine in its absolute discretion whether any information is exempt from disclosure in accordance with the provisions of FOIA and/or the EIRs.

Public procurement

14.18.   The Grant Recipient will ensure that any of its Representatives involved in the Funded Activities will adopt such policies and procedures that are required in order to ensure that value for money has been obtained in the procurement of goods or services funded by the Grant.

14.19.   Where the Grant Recipient is a Contracting Authority within the meaning of the Procurement Regulations the Grant Recipient will comply, as necessary, with the Procurement Regulations when procuring goods and services in connection with the Grant Funding Agreement and the Authority shall not be liable for the Grant Recipient’s failure to comply with its obligations under the Procurement Regulations.

15. Subsidies

15.1.   The Grant Recipient will ensure that delivery of the Funded Activities do not put the Authority in breach of the UK’s international obligations in respect of subsidies.

15.2.   The Grant Recipient will maintain appropriate records of compliance with the relevant subsidy control regime and will take all reasonable steps to assist the Authority to comply with the same and respond to any proceedings or investigation(s) into the Funded Activities by any relevant court or tribunal of relevant jurisdiction or regulatory body.

16. Intellectual property rights

16.1.   Intellectual Property in all IPR Material will be the property of the Grant Recipient. Other than as expressly set out in these Conditions, neither Party will have any right to use any of the other Party’s names, logos or trademarks on any of its products or services without the other Party’s prior written consent.

16.2.   The Grant Recipient grants to the Authority a non-exclusive irrevocable and royalty-free, sub-licensable, worldwide licence to use all the IPR Material for the purpose of supporting other projects.

16.3.   Ownership of Third Party software or other IPR necessary to deliver Funded Activities will remain with the relevant Third Party.

16.4.   The Grant Recipient must ensure that they have obtained the relevant agreement from the Third Party proprietor before any additions or variations are made to the standard ‘off-the-shelf’ versions of any Third Party software and other IPR. The Grant Recipient will be responsible for obtaining and maintaining all appropriate licences to use the Third Party software.

17. Environmental requirements

17.1.   The Grant Recipient shall perform the Funded Activities at all times in compliance with the UKFS where applicable.

17.2.   The Grant Recipient shall perform the Funded Activities in accordance with the Authority’s environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.

17.3.   The Grant Recipient shall pay due regard to the use of recycled products, so long as they are not detrimental to the provision of the Funded Activities or the environment, to include the use of all packaging, which should be capable of recovery for re-use or recycling.

17.4.   The Grant Recipient shall take all possible precautions to ensure that any equipment and materials used in the provision of the Funded Activities do not contain chlorofluorocarbons, halons or any other damaging substances, unless unavoidable, in which case the Authority shall be notified in advance of their use. The Grant Recipient shall endeavour to reduce fuel emissions wherever possible.

18. Insurance

18.1.   The Grant Recipient will during the term of the Funding Period and for five (5) years after termination or expiry of these Conditions, ensure that it has and maintains, at all times adequate insurance with an insurer of good repute to cover any claims or demands which may be brought or made against it by any person suffering any injury damage or loss in connection with the Funded Activities or the Grant Funding Agreement.

18.2.   The Grant Recipient will upon request produce to the Authority its policy or policies of insurance or where this is not possible, a certificate of insurance issued by the Grant Recipient’s insurance brokers confirming the insurances are in full force and effect together with confirmation that the relevant premiums have been paid.

18.3.   Where the Grant Recipient receives more than fifty per cent of the Grant Recipient’s total income from public funds, the Grant Recipient will notify the Authority. The Authority will review the nature of the control of Grant Recipient’s organisation to determine any resulting requirement for reclassification which may in turn change the insurance requirements under the Grant Funding Agreement.

19. Assignment, succession and novation

19.1.   The Grant Recipient will not transfer, assign, novate or otherwise dispose of the whole or any part of the Grant Funding Agreement or any rights under it, to another organisation or individual, without the Authority’s prior written approval.

19.2.   The Grant Recipient shall notify the Authority if there is a change affecting any part of the Land which could prejudice the carrying out of the Funded Activities, including (without limitation) changes to any lease or tenancy, grant of a new leasehold interest over the whole or part of such Land, permanent boundary changes, grant of a licence or any contractual interest in the Land, acquisition of any new land or a Succession (“Notifiable Change”) no later than three (3) months of the Notifiable Change taking place.

19.3.   With the prior written agreement of the Authority and at its sole discretion, the Grant Recipient may novate this Grant Funding Agreement to a Successor pursuant to a Novation Agreement (Novation), within twelve (12) months) of completion of a Succession, such Novation at all times to be subject to paragraph 24. The Grant Recipient acknowledges and agrees that if a Succession occurs and a Novation Agreement executed by the Grant Recipient and the Successor is not received by the Authorised Representative on or before twelve (12) months after the Succession for any reason, the Authority may exercise its discretion to recover the full amount of the Grant and any other sums actually received by the Grant Recipient pursuant to this Agreement and to terminate this Agreement in accordance with paragraph 24.

19.4.   The Authority’s form of Novation Agreement shall be used for any Novation of this Grant Funding Agreement.

19.5.   From and including the date of the Novation, the Grant Recipient agrees that it shall not be entitled to any further Grant on areas of Land subject to the novation under the terms of this Grant Funding Agreement; and if a breach of any requirement of this paragraph occurs, the Authority may exercise its discretion to recover from the Grant Recipient the full sums Grant received by the Grant Recipient pursuant to the terms of this Grant Funding Agreement and to terminate this Grant Funding Agreement in accordance with paragraph 24.

20. Losses, gifts and special payments

20.1.   The Grant Recipient must obtain prior written consent from the Authority before:

(i)   writing off any debts or liabilities;

(ii)   offering to make any Special Payments; and

(iii)   giving any gifts,

in connection with this Grant Funding Agreement.

20.2.   The Grant Recipient will keep a record of all gifts, both given and received, in connection with the Grant or any Funded Activities.

21. Borrowing

21.1.   The Grant Recipient must obtain prior written consent from the Authority before:

(i)   borrowing or lending money from any source in connection with the Grant Funding Agreement; and

(ii)   giving any guarantee, indemnities or letters of comfort that relate to the Grant Funding Agreement or have any impact on the Grant Recipient’s ability to deliver the Funded Activities set out in the Grant Funding Agreement.

22. Publicity

22.1.   The Grant Recipient gives consents to the Authority to publicise in the press or any other medium the Grant and details of the Funded Activities using any information gathered from the Grant Recipient’s initial Grant application or any monitoring reports submitted to the Authority in accordance with paragraph 7.2 of these Conditions.

22.2.   The Grant Recipient will comply with all reasonable requests from the Authority to facilitate visits, provide reports, statistics, photographs and case studies that will assist the Authority in its promotional and fundraising activities relating to the Funded Activities.

22.3.   The Authority consents to the Grant Recipient carrying out any reasonable publicity about the Grant and the Funded Activities as required, from time to time.

22.4.   Any publicity material for the Funded Activities must refer to the programme under which the Grant was awarded and must feature the Authority’s logo. If a Third Party wishes to use the Authority’s logo, the Grant Recipient must first seek permission from the Authority.

22.5.   The Grant Recipient will acknowledge the support of the Authority in any materials that refer to the Funded Activities and in any written or spoken public presentations about the Funded Activities. Such acknowledgements (where appropriate or as requested by the Authority) will include the Authority’s name and logo (or any future name or logo adopted by the Authority) using the templates provided by the Authority from time to time.

22.6.   In using the Authority’s name and logo, the Grant Recipient will comply with all reasonable branding guidelines issued by the Authority from time to time.

23. Changes to Authority’s requirements

23.1.   The Authority will notify the Grant Recipient of any changes to their activities, which are supported by the Grant.

23.2.   The Grant Recipient will accommodate any changes to the Authority’s needs and requirements under these Conditions.

24. Clawback, events of default, termination and rights reserved for breach and termination

Events of default

24.1.   The Authority may exercise its rights set out in paragraph 24.3 if any of the following events occur:

(i)   the Grant Recipient uses the Grant for a purpose other than the Funded Activities;

(ii)   the Grant Recipient fails to comply with its obligations under the Grant Funding Agreement, which is material in the opinion of the Authority;

(iii)   where delivery of the Funded Activities does not occur within the financial year within which the Grant Recipient is due to claim payment and the Grant Recipient fails to provide the Authority with a satisfactory explanation for the delay, or failed to agree a new date on which the Funded Activities shall start with the Authority;

(iv)   the Grant Recipient uses the Grant for Ineligible Expenditure;

(v)   the Grant Recipient fails, in the Authority’s opinion, to make satisfactory progress with the Funded Activities and in particular, with meeting the Agreed Outputs set out in the Application Form;

(vi)   the Grant Recipient fails to:

(a)   submit an adequate Remedial Action Plan to the Authority following a request by the Authority pursuant to paragraph 24.3 (iv); or

(b)   improve delivery of the Funded Activities in accordance with the Remedial Action Plan approved by the Authority;

(vii)   the Grant Recipient is, in the opinion of the Authority, delivering the Funded Activities in a negligent manner (in this context negligence includes but is not limited to failing to prevent or report actual or anticipated fraud or corruption);

(viii)   the Grant Recipient fails to declare Duplicate Funding;

(ix)   the Grant Recipient receives funding from a Third Party which, in the opinion of the Authority, undertakes activities that are likely to bring the reputation of the Funded Activities or the Authority into disrepute;

(x)   the Grant Recipient provides the Authority with any materially misleading or inaccurate information and/or any of the information provided in their grant application or in any subsequent supporting correspondence is found to be incorrect or incomplete to an extent which the Authority considers to be significant;

(xi)   the Grant Recipient commits or has committed a Prohibited Act or fails to report a Prohibited Act to the Authority, whether committed by the Grant Recipient, its Representatives or a Third Party, as soon as they become aware of it;

(xii)   the Authority determines (acting reasonably) that the Grant Recipient or any of its Representatives has:

(a)   acted dishonestly or negligently at any time during the term of the Grant Funding Agreement and to the detriment of the Authority; or

(b)   taken any actions which unfairly bring or are likely to unfairly bring the Authority’s name or reputation and/or the Authority into disrepute. Actions include omissions in this context;

(c)   transferred, assigns or novates the Grant to any Third Party without the Authority’s consent;

(d)   failed to act in accordance with the Law; howsoever arising, including incurring expenditure on unlawful activities;

(xiii)   the Grant Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation;

(xiv)   the Grant Recipient becomes insolvent as defined by section 123 of the Insolvency Act 1986, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due;

(xv)   the European Commission or the Court of Justice of the EU requires any Grant paid to be recovered by reason of a breach of State Aid Law through its application under Article 10 of the Northern Ireland Protocol;

(xvi)   a court, tribunal or independent body or authority of competent jurisdiction requires any Grant paid to be recovered by reason of breach of the UK’s obligations under the Trade and Co-operation Agreement or the terms of any UK subsidy control legislation;

(xvii)   the Grant Recipient breaches the Code of Conduct and/or fails to report an actual or suspected breach of the Code of Conduct by the Grant Recipient or its Representatives in accordance with paragraph 32.2;

(xviii)   the Grant Recipient breaches any of the Conditions under paragraph 19 regarding Assignment, Succession/Novation and Notifiable Changes;

(xix)   the Grant Recipient undergoes a Change of Control which the Authority, acting reasonably, considers:

(a)   will be materially detrimental to the Funded Activities and/or;

(b)   the new body corporate cannot continue to receive the Grant because they do not meet the Eligibility Criteria used to award the Grant to the Grant Recipient;

(c)   the Authority believes that the Change of Control would raise national security concerns and/or;

(d)   the new body corporate intends to make fundamental change(s) to the purpose for which the Grant was given.

24.2.   Where the Authority determines that an Event of Default has or may have occurred, the Authority shall notify the Grant Recipient to that effect in writing, setting out any relevant details, of the failure to comply with these Conditions or pertaining the Event of Default, and details of any action that the Authority intends to take or has taken.

Rights reserved for the Authority in relation to an event of default

24.3.   Where, the Authority determines that an Event of Default has or may have occurred, the Authority shall take any one or more of the following actions:

(i)   suspend or terminate the payment of Grant for such period as the Authority shall determine; and/or

(ii)   reduce the Maximum Sum in which case the payment of Grant shall thereafter be made in accordance with the reduction and notified to the Grant Recipient; and/or

(iii)   require the Grant Recipient to repay the Authority the whole or any part of the amount of Grant previously paid to the Grant Recipient. Such sums shall be recovered as a civil debt; and/or

(iv)   give the Grant Recipient an opportunity to remedy the Event of Default (if remediable) in accordance with the procedure set out in paragraphs 24.8 to 24.14;

(v)   terminate the Grant Funding Agreement.

24.4. Where an enforcement action is brought by the Authority against a grant recipient or any of its representatives for non-compliance with FC regulations, the grant payment may be withheld.

24.5.   If any sum becomes repayable under paragraph 24 of the Grant Funding Agreement, it shall be treated as a debt owing by the Grant Recipient to the Authority until such time as the outstanding amount is repaid. A recovery order will be issued to the Grant Recipient specifying the amount to be repaid and the date by which repayment must be made.

24.6.   If the Grant Recipient fails to make a repayment within 60 days of the date of the relevant recovery order, the Authority reserves the right to charge interest on the outstanding debt at a daily rate equivalent to the Bank of England base rate plus 1%.

24.7.   Where any sum is repayable under the Grant Funding Agreement and the Grant Recipient has failed to repay the outstanding amount within the period specified in the recovery order, the Authority reserves the right, at its absolute discretion, to deduct the outstanding debt from future payments due to the Grant Recipient under this Grant Funding Agreement and any other agreement the Authority may have with the Grant Recipient, or to terminate the Grant Funding Agreement in accordance with 24.3.(v).

Opportunity for the Grant Recipient to remedy an event of default

24.8.   Where the Grant Recipient is provided with an opportunity to submit a draft Remedial Action Plan in accordance with paragraph 24.3.(iv) the draft Remedial Action Plan shall be submitted to the Authority for approval, within fifteen (15) Working Days of the Grant Recipient receiving notice from the Authority.

24.9.   The draft Remedial Action Plan shall set out:

(i)   full details of the Event of Default; and

(ii)   the steps which the Grant Recipient proposes to take to rectify the Event of Default including timescales.

24.10.   On receipt of the draft Remedial Action Plan and as soon as reasonably practicable, the Authority will submit its comments on the draft Remedial Action Plan to the Grant Recipient.

24.11.   The Authority shall have the right to accept or reject the draft Remedial Action Plan. If the Authority rejects the draft Remedial Action Plan, the Authority shall confirm, in writing, the reasons why they have rejected the draft Remedial Action Plan and will confirm whether the Grant Recipient is required to submit an amended Remedial Action Plan to the Authority.

24.12.   If the Authority directs the Grant Recipient to submit an amended draft Remedial Action Plan, the Parties shall agree a timescale for the Grant Recipient to amend the draft Remedial Action Plan to take into account the Authority’s comments.

24.13.   If the Authority does not approve the draft Remedial Action Plan the Authority may, at its absolute discretion, terminate the Grant Funding Agreement.

24.14.   The Authority shall not by reason of the occurrence of an Event of Default which is, in the opinion of the Authority, capable of remedy, exercise its rights under either paragraph 24.3 (iii) or 24.3.(iv) unless the Grant Recipient has failed to rectify the default to the reasonable satisfaction of the Authority.

General termination rights – termination for convenience

24.15.   Notwithstanding the Authority’s right to terminate the Grant Funding Agreement pursuant to paragraph 24.3 above, the Authority may terminate the Grant Funding Agreement at any time by giving at least three (3) months written notice to the Grant Recipient.

24.16.   In all other cases if the Grant Recipient seeks to terminate or withdraw from this Grant Funding Agreement without fulfilling its obligations thereunder, or without novating this Grant Funding Agreement to a Successor in accordance with paragraph 19, the Authority reserves its legal rights and its right to seek to reclaim all sums provided to the Grant Recipient under this Grant Funding Agreement.

24.17.   If the Authority terminates the Grant Funding Agreement in accordance with paragraph 24.3 the Authority may choose to pay the Grant Recipient’s reasonable costs in respect of the delivery of the Funded Activities performed up to the termination date. Reasonable costs will be identified by the Grant Recipient and will be subject to the Grant Recipient demonstrating that they have taken adequate steps to mitigate their costs. For the avoidance of doubt, the amount of reasonable costs payable will be determined solely by the Authority.

24.18.   The Authority will not be liable to pay any of the Grant Recipient’s costs or those of any contractor/supplier of the Grant Recipient related to any transfer or termination of employment of any employees engaged in the provision of the Funded Activities.

24.19.   Expiry or termination of the Grant Funding Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of expiry or termination which existed at or before the date of expiry or termination.

Change of control

24.20.   The Grant Recipient shall notify the Authority immediately in writing and as soon as the Grant Recipient is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control, any in any case within 30 days of completion of the Change of Control, provided such notification does not contravene any Law.

24.21.   The Grant Recipient shall ensure that any notification made pursuant to paragraph 24.21 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control.

24.22.   Following notification of a Change of Control the Authority shall be entitled to exercise its rights under paragraph 24.1 and 24.3 of these Conditions and will provide the Grant Recipient with notification of its proposed action in writing within three (3) months of:

(i)   being notified in writing that a Change of Control is anticipated or is in contemplation or has occurred; or

(ii)   where no notification has been made, the date that the Authority becomes aware that a Change of Control is anticipated or is in contemplation or has occurred.

24.23.   The Authority shall not be entitled to terminate this Grant Funding Agreement where an approval for the Change of Control was granted by the Authority to the Grant Recipient prior to the Change of Control.

25. Variation

25.1.   The Authority reserves the right to vary or amend this Grant Funding Agreement, the amount of Grant funding and its Conditions. Any variation will be effected in writing and notified to the Grant Recipient in advance. The Authority shall endeavour to give such notice as is reasonable and proportionate, having regard to the nature of the variation and its consequences to the Grant Recipient.

26. Severability

26.1.   If any term, condition or provision of the Grant Funding Agreement is held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will not affect the validity, legality and enforceability of the other provisions or any other documents referred to in the Grant Funding Agreement.

27. Force majeure

27.1.   If the Grant Recipient is prevented from complying with its obligations under the Grant Funding Agreement due to force majeure or exceptional circumstances, the Authority must be notified in writing, within forty (40) Working Days from the date on which the Grant Recipient (or any person authorised to act on behalf of the Grant Recipient) is in a position to do so.

27.2.   Force majeure or exceptional circumstances may include:

(i)  the Grant Recipient’s death or long-term professional incapacity;

(ii)  a severe natural disaster gravely affecting the Land;

(iii)  the accidental destruction of livestock buildings on the Land;

(iv)  an epizootic or a plant disease affecting part or all of the Grant Recipient’s crops, trees or livestock; or

(v)  expropriation of all or a large part of the Land (provided that the expropriation could not have been anticipated at the time the application for funding was made).

27.3.   The Authority will consider the facts on a case-by-case basis in deciding whether or not the Grant Recipient is relieved of all or part of its obligations under the Grant Funding Agreement and whether all or part of the Grant should be suspended or repaid, due to force majeure or exceptional circumstances under this paragraph.

28. Waiver

28.1.   No failure or delay by either Party to exercise any right or remedy under the Grant Funding Agreement shall be construed as a waiver of any other right or remedy.

29. Dispute resolution

29.1.   Any dispute arising between the Parties or any complaint or appeal by the Grant Recipient concerning the Authority’s actions in connection with the Grant Funding Agreement shall be resolved according to the Authority’s actions complaint procedure. Information on this process can also be obtained from The Executive Office, England National Office, 620 Bristol Business Park, Coldharbour Lane, Bristol, BS16 1EJ, Tel: 0300 067 4000 or email: [email protected].

30. Limitation of liability

30.1.   The Authority accepts no liability for any consequences, whether direct or indirect, that may come about from the Grant Recipient delivering/running the Funded Activities, the use of the Grant or from withdrawal, withholding or suspension of the Grant. The Recipient shall indemnify and hold harmless the Authority, its Representatives with respect to all actions, claims, charges, demands Losses and proceedings arising from or incurred by reason of the actions and/or omissions of the Grant Recipient in relation to the Funded Activities, the non-fulfilment of obligations of the Grant Recipient under this Grant Funding Agreement or its obligations to Third Parties.

30.2.   Subject to this paragraph 30, the Authority’s liability under this Grant Funding Agreement is limited to the amount of Grant outstanding.

30.3.   The Grant Funding Agreement shall not create any partnership or joint venture between the Authority and the Grant Recipient, nor any relationship of principal and agent, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

31. VAT

31.1.   If VAT is held to be chargeable in respect of the Grant Funding Agreement, all payments shall be deemed to be inclusive of all VAT and the Authority shall not be obliged to pay any additional amount by way of VAT.

31.2.   All sums or other consideration payable to or provided by the Grant Recipient to the Authority at any time shall be deemed to be exclusive of all VAT payable and where any such sums become payable or due or other consideration is provided, the Grant Recipient shall at the same time or as the case may be on demand by HMRC in addition to such sums, or other consideration, pay to HMRC all the VAT so payable upon the receipt of a valid VAT invoice.

32. Code of conduct for Grant Recipients

32.1.   The Grant Recipients acknowledges that by signing the Grant Funding Agreement it agrees to take account of the Code of Conduct, which includes ensuring that its Representatives undertake their duties in a manner consistent with the principles set out in the Code of Conduct.

32.2.   The Grant Recipient shall immediately notify the Authority if it becomes aware of any actual or suspected breaches of the principles outlined in the Code of Conduct.

32.3.   The Grant Recipient acknowledges that a failure to notify the Authority of an actual or suspected breach of the Code of Conduct may result in the Authority immediately suspending the Grant funding, terminating the Grant Funding Agreement and taking action to recover some or all of the funds paid to the Grant Recipient as a civil debt in accordance with paragraph 24.1. (xvii).

32.4.   The Grant Recipient shall at all times during and following the end of the Funding Period:

(i)   comply with requirements of the Branding Manual in relation to the Funded Activities; and

(ii)   cease use of the Funded by UK Government logo on demand if directed to do so by the Authority.

33. Notices

33.1.   All notices and other communications in relation to this Grant Funding Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, e-mailed, or mailed (first class postage prepaid) to the address of the relevant party, as referred to in the Application Form or otherwise notified in writing. All notices and other communications must be marked for the attention of as specified in the Application Form. If personally delivered or if e-mailed all such communications shall be deemed to have been given when received (except that if received on a non-working day or after 5pm on any Working Day they shall be deemed received on the next Working Day) and if mailed all such communications shall be deemed to have been given and received on the second Working Day following such mailing.

34. Governing law

34.1.   These Conditions will be governed by and construed in accordance with the law of England and the Parties irrevocably submit to the exclusive jurisdiction of the English courts.

Annex 1A - Tree health advice package special conditions and eligibility requirements

1. Background and purpose of the Grant

1.1.   The Tree Health Advice grant funding package aims to build land managers’ knowledge and awareness of tree health issues and woodland management, and by contributing to the costs of agent advice and training, will improve land managers’ ability of identifying and knowing how to deal with tree health issues, including responding to a Statutory Plant Health Notice (SPHN).

1.2.   The package is likely to help reduce the spread of pests and diseases by funding tools to support land managers in improving biosecurity. The package is particularly aimed at small- medium landowners, and those less experienced with dealing with tree pests and diseases as well as wider woodland management.

2. Grant eligibility criteria

2.1 This grant is available to landowners with spruce trees in the proactive spruce removal zone for Ips typographus and landowners who have an SPHN in the Ips demarcated area for:

• larch with Phytophthora ramorum
• spruce with the Ips typographus (eight-toothed spruce bark beetle)
• sweet chestnut with Phytophthora ramorum or sweet chestnut blight

 The trees or woodland included in the SPHN must be in one of these regions of England:

• North West
• West Midlands
• South East
• London
• Ips typographus demarcated area

The Tree Health Advice Package is not available for landowners or land managers of trees with oak processionary moth or ash dieback.

2.2.   If applying as an SPHN holder, the applicant must submit their application for grant funding no later than two (2) months prior to the compliance date stated on their SPHN.

2.3.   If the applicant meets the eligibility criteria for the Tree Health Advice Package, the Authority will issue a Grant Offer Letter and Grant Recipient Acceptance Letter.

3. Grant funded activities

3.1.   The Tree Health Advice Package is a fixed, standard cost grant payment of £475.00.

3.2. The Tree Health Advice Package grant may be used for:

(a)   Funding for an agent consultation (x 4 hours). The agent must meet the requirements as stipulated in the THP guidance.

(b)   Funding to complete a biosecurity management plan (included in cost of agent consultation).

(c)   Biosecurity training (FC webinars).

(d)   Funding to purchase a personal biosecurity kit, including the following items:

(i)   Container or bucket large enough to immerse a boot in, such as a gorilla tub

(ii)   Long-handled, stiff plastic bristled brush

(iii)   Boot pick to remove debris from between boot treads

(iv)   Water container (2 to 5 litres)

(v)   Defra approved disinfectant

(vi)   Vapour and flame proof container for disinfectant

(vii)   FC signage for biosecurity

3.3.   Where the Grant Recipient enters into a contract with a Third Party in connection with the Funded Activities, the Grant Recipient will remain responsible for paying that Third Party. The Authority has no responsibility for paying Third Party invoices.

4. Grant funding period

4.1.   The Tree Health Advice Package is a one-off, standard cost grant payment that will be awarded, by the Authority to a Grant Recipient upon submission of an eligible Grant Claim.

5. Evidence requirements at point of claim

5.1.   The Grant Recipient(s) will be required to submit the following evidence as part of their Grant Claim:

(a)   A complete Tree Health Health Advice Package Claim Form, including details of the agent employed for agent consultation

(b)   A complete Biosecurity Management Plan for the site under SPHN or spruce site located in the Ips typographus Proactive Spruce Removal Area, signed by the Applicant and the agent employed for agent consultation

(c)   FC Biosecurity training certificates

(d)   Photographs of the personal biosecurity kit items purchased, as listed in clause 3.2 (d) of this Annex.

6. Research

6.1.   During the term of the Grant Agreement, the Grant Recipient(s) will be required to take part in certain activities with Forest Research, FC and Defra, as part of evaluating the Tree Health Pilot.

6.2.   The Grant Recipient(s) may be asked by the Authority to undertake any of the following activities during the Grant Funding Agreement:

6.2.1.   All Grant Recipients will be expected to engage in evaluation activities including questionnaires and keeping some records of activities and experiences.

6.2.2.   A smaller sample will be asked to participate in other learning including surveys, workshops, and interviews.

6.3.   Grant Recipients are expected to complete evaluation activities at varying times throughout the Grant Funding Period and up to 12 months after the last Activity Payment is made.

Annex 1B - Tree health advice package claim form

Subject to clause 2.3 of the Grant Funding Agreement, the Tree Health Advice Package Claim Form full terms and conditions shall apply to this Grant Funding Agreement.

Annex 2A - Grant funding period

1. Grant funding period and end of funding date

1.1.   The Grant Funding Period shall expire 21 months after the Grant Funding Agreement is made or earlier if the Grant Recipient completes the Funded Activities before such date. The Grant Recipient shall submit by Grant Claim for all payments within three months of the End of Capital Funding Date, with a completed Claim Form and the supporting documentation as prescribed by the Authority.