‘Think Active Grant Funding: General Terms and Conditions’
Below are the General Terms and Conditions for All Think Active Grant Funding. These should be read alongside your Think Active Grant Funding: Award Summary document.
Congratulations on your Award
Important notice – Information and changes we need to know about
You, the organisation receiving the funding, must always take reasonable care to spend your funding as detailed in your Award Summary
We, Think Active CSW Think Active CSW, ask you to make us aware if you think you might need to make any changes to your project, how its delivered or how you think you might need to spend the funding.
The Award Agreement contract between us and you consists of the following elements:
- Information contained on your application and/or additional information provided by you following your application.
- Then Safeguarding Checklist, you completed
- Think Active Grant Funding: Award Summary document
- Think Active General Terms and Conditions
Wherever the following words or phrases appear in bold in this policy, they will have the meanings described below.
Bribery Act: 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 the legislation.
Data Protection Legislation: all applicable data protection legislation and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); any other directly applicable European Union regulation relating to privacy; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data and the privacy of electronic communications.
GDPR: the General Data Protection Regulation ((EU) 2016/679).
Governing Body: your Governing Body, Committee or Board which includes your directors or trustees.
Grant: the amount of funding you have been awarded as detailed on your Award Summary
Grant Duration: the period for which the Grant is as specified on your Award Summary.
Intellectual Property Rights: all patents, copyrights, and design rights (whether registered or not) and all applications for any of the foregoing and all rights of confidence and Know-How however arising for their full term and any renewals and extensions.
Know-How: information, data, know-how or experience whether patentable or not and including but not limited to any technical and commercial information relating to research, design, development, manufacture, use or sale.
Prohibited Act: means:
(a) offering, giving or agreeing to give [to any servant of Think Active CSW 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 this Agreement or any other contract with Think Active CSW; or (ii) showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with Think Active CSW;
(2) entering into this Agreement or any other contract with Think Active CSW where a commission has been paid or has been agreed to be paid by you or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to Think Active CSW;
(3) committing any offence:
(i)under the Bribery Act;
(ii) under legislation creating offences in respect of fraudulent acts; or
(iii) at common law in respect of fraudulent acts in relation to this Agreement or any other contract with Think Active CSW; or
(4) defrauding or attempting to defraud or conspiring to defraud Think Active CSW.
Project: your project as described on the Award Summary document
Application Manager: the individual who has been nominated to represent Think Active CSW for the purposes of this Agreement.
2. Grant Purpose
2.1 You shall use the Grant only for the delivery of the project as detailed in your Award Summary and in accordance with the terms and conditions set out in this Agreement. The Grant shall not be used for any other purpose without the prior written agreement of Think Active CSW.
2.2 You shall not make any significant change to the project without Think Active CSW’s prior written agreement.
2.3 Where you intend to apply to a third party for other funding for the project, you will notify Think Active in advance of your intention to do so. Where such funding is obtained, you will provide Think Active CSW with details of the total amount. You agree and accept that you will not apply for duplicate funding in respect of any part of the Project or any related administration costs that Think Active CSW is funding in full under this Agreement.
3. Grant Payment
3.1 Subject to clause 12, Think Active CSW shall pay the Grant to you in instalments, in arrears as set out in Table 2 on your Award Summary. You agree and accept that payments of the Grant can only be made to the extent that Think Active CSW has available funds and payment shall be made providing that you have met your Award Conditions.
3.2 No Grant shall be paid unless and until Think Active CSW is satisfied that such payment will be used for proper expenditure in the delivery of the Project.
4. Use of your Grant
4.1 The Grant shall be used by you for the delivery of the Project in accordance with the agreed budget set out in Table 3 on your Award Summary. Any changes to this budget need to be agreed by Think Active. Please contact Think Active if you wish to make any changes to this budget breakdown before you spend the funding.
4.2 You shall not use the Grant to:
- make any payment to members of your Governing Body;
- purchase buildings or land; or
- retrospectively pay for any expenditure commitments you entered before the Grant Award Date detailed on your Award Summary unless this has been approved in writing by Think Active CSW.
4.3 You shall not spend any part of the Grant on the delivery of the Project after the Grant Period.
4.4 Should any part of the Grant remain unspent at the end of the Grant Period, you shall ensure that any unspent monies are returned to Think Active CSW or, if agreed in writing by Think Active CSW, shall be entitled to retain the unspent monies to use for charitable purposes as agreed between the parties.
4.5 Any liabilities arising at the end of the Project including any redundancy liabilities for staff employed by you to deliver the Project must be managed and paid for by you using the Grant or other resources of you. There will be no additional funding available from Think Active CSW for this purpose.
5. Monitoring and Reporting
5.1 You shall closely monitor the delivery and success of the project throughout the grant period to ensure that the aims and objectives of the project are being met and that this agreement is being adhered to. The performance measure for the project is detailed in Table 4 on your Award Summary.
5.2 You shall provide Think Active CSW with a final report, including financial report on completion of your project on the use of the Grant and project delivery such formats as Think Active CSW may reasonably require.
5.3 Where you have obtained funding from a third party for delivery of part of the Project, you shall include the total amount of such funding in the end of project financial reporting.
5.4 You shall on request, provide Think Active CSW with further information, explanations, and documents as Think Active CSW may reasonably require in order for it to establish that the Grant has been used properly in accordance with this Agreement.
5.5 You shall permit any person authorised by Think Active CSW such reasonable access to its employees, agents, premises, facilities, and records, for the purpose of discussing, monitoring, and evaluating your fulfilment of the conditions of this Agreement and shall, if so required, provide appropriate oral or written explanations from them.
6 Accounts and Records
6.1 The Grant should be shown in your accounts as a restricted fund and shall not be included under general funds.
6.2 You should keep separate, accurate and up-to-date accounts and records of the receipt and expenditure of the Grant.
6.3 You should keep all invoices, receipts, and accounts and any other relevant documents relating to the expenditure of the Grant for a period of at least six years. Think Active CSW shall have the right to review, at Think Active CSW’s reasonable request, your accounts and records that relate to the expenditure of the Grant and shall have the right to take copies of such accounts and records.
6.4 You shall provide Think Active CSW with a copy of its annual accounts within six months (or such lesser period as Think Active CSW may reasonably require) of the end of the relevant financial year in respect of each year in which the Grant is paid if requested by Think Active CSW.
6.5 You shall comply and facilitate Think Active CSW’s compliance with all statutory requirements as regards accounts, audit or examination of accounts, annual reports and annual returns applicable to itself and Think Active CSW.
7. Acknowledgement and Publicity
7.1 You shall acknowledge the Grant in your annual report and accounts, including an acknowledgement of Think Active CSW as the source of the Grant.
7.2 You shall not publish any material referring to the Project or Think Active CSW without the prior written agreement of Think Active CSW. You shall acknowledge the support of Think Active CSW in any materials that refer to the Project and in any written or spoken public presentations about the Project. Such acknowledgements (where appropriate or as requested by Think Active CSW) shall include Think Active CSW’s name and logo (or any future name or logo adopted by Think Active CSW) using the templates provided by Think Active CSW from time to time.
7.3 In using Think Active CSW’s name and logo, you shall comply with all reasonable branding guidelines issued by Think Active CSW from time to time.
7.4 You agrees to participate in and co-operate with promotional activities relating to the Project that may be instigated and/or organised by Think Active CSW.
7.5 Think Active CSW may acknowledge your involvement in the Project as appropriate without prior notice.
7.6 You shall comply with all reasonable requests from Think Active CSW to facilitate visits, provide reports, statistics, photographs and case studies that will assist Think Active CSW in its promotional and fundraising activities relating to the Project.
8. Intellectual Property Rights
8.1 Think Active CSW and you agree that all rights, title and interest in or to any information, data, reports, documents, procedures, forecasts, technology, Know-How and any other Intellectual Property Rights whatsoever owned by either Think Active CSW or you before the Commencement Date or developed by either party during the Grant Period, shall remain the property of that party.
8.2 Where Think Active CSW has provided you with any of its Intellectual Property Rights for use in connection with the Project (including without limitation its name and logo), you shall, on termination of this Agreement, cease to use such Intellectual Property Rights immediately and shall either return or destroy such Intellectual Property Rights as requested by Think Active CSW.
9.1 Subject to clause 10 (Freedom of Information), each party shall during the term of this Agreement and thereafter keep secret and confidential all Intellectual Property Rights or Know-How or other business, technical or commercial information disclosed to it as a result of the Agreement and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of this Agreement or save as expressly authorised in writing by the other party.
9.2 The obligation of confidentiality contained in this clause shall not apply or shall cease to apply to any Intellectual Property Rights, Know-How or other business, technical or commercial information which:
- at the time of its disclosure by the disclosing party is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this Agreement by the receiving party;
- is already known to the receiving party as evidenced by written records at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence; or
- is at any time after the date of this Agreement acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of the obligations owed by that party to the disclosing party.
10. Freedom of Information
10.1 You acknowledge that Think Active CSW is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs).
10.2 You shall:
- Provide all necessary assistance and cooperation as reasonably requested by Think Active CSW to enable Think Active CSW to comply with its obligations under the FOIA and EIRs.
- Transfer to Think Active CSW all requests for information relating to this agreement that it receives as soon as practicable and in any event within 2 working days of receipt.
- Provide Think Active CSW with a copy of all information belonging to Think Active CSW requested in the request for information which is in its possession or control in the form that Think Active CSW requires within 5 working days (or such other period as Think Active CSW may reasonably specify) of Think Active CSW’s request for such information; and
- Not respond directly to a request for information unless authorised in writing to do so by Think Active CSW.
10.3 You acknowledges that Think Active CSW may be required under the FOIA and EIRs to disclose information without consulting or obtaining consent from you. Think Active CSW shall take reasonable steps to notify you of a request for information (in accordance with the Secretary of State’s section 45 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this agreement) Think Active CSW shall be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the FOIA and/or the EIRs.
11. Data Protection
11.1 Both Parties will comply with all applicable requirements of and all their obligations under Data Protection Act 2018 which arise in connection with the Agreement. The Data Protection Act 2018 is the UK’s implementation of the General Data Protection Regulation (GDPR).
12. Withholding, Suspending and Repayment of Grant
12.1 Think Active CSW’s intention is that the Grant will be paid to you in full as detailed in Table 1 of the Award Summary Document. However, without prejudice to Think Active CSW’s other rights and remedies, Think Active CSW may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if:
- You use the Grant for purposes other than those for which they have been awarded;
- The delivery of the Project does not start within one month of the Commencement Date and you have failed to provide Think Active CSW with a reasonable explanation for the delay;
- Think Active CSW considers that you have not made satisfactory progress with the delivery of the Project
- You, in the reasonable opinion of Think Active CSW, delivering the Project in a negligent manner;
- You obtain duplicate funding from a third party for the Project;
- You obtains funding from a third party which, in the reasonable opinion of Think Active CSW, undertakes activities that are likely to bring the reputation of the Project or Think Active CSW into disrepute;
- You provide Think Active CSW with any materially misleading or inaccurate information;
- You commit or have committed a Prohibited Act;
- Any member of the governing body, employee or volunteer of your organisation has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of Think Active CSW, bring or are likely to bring Think Active CSW’s name or reputation into disrepute.
- You cease 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);
- You become insolvent, or are declared bankrupt, or are placed into receivership, administration or liquidation, or a petition has been presented for you to be wound up or it you enter any arrangement or composition for the benefit of your creditors, or you are unable to pay your debts as they fall due; or
- You fail to comply with any of the terms and conditions set out in this Agreement and fail to rectify any such failure within 30 days of receiving written notice detailing the failure.
12.2 Think Active CSW may retain or offset any sums owed to it by you which have fallen due and payable against any sums due to you under this agreement or any other agreement pursuant to which you provide goods or services to Think Active CSW.
12.3 You shall make any payments due to Think Active CSW without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
12.4 Should you be subject to financial or other difficulties which are capable of having a material impact on your effective delivery of the Project or compliance with this Agreement, you will notify Think Active CSW as soon as possible so that, if possible, and without creating any legal obligation, the Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect Think Active CSW and the Grant monies.
13. Anti-Discrimination and Equity
13.1 You shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise) in employment.
13.2 You shall take all reasonable steps to secure the observance of clause 13.1 by all servants, employees or agents of you and all suppliers and sub-contractors engaged on the Project.
14. Human Rights
14.1 You shall (and shall use your reasonable endeavours to procure that your staff shall) at all times comply with the provisions of the Human Rights Act 1998 in the performance of this Agreement as if you were a public body (as defined in the Human Rights Act 1998).
14.2 You shall undertake, or refrain from undertaking, such acts as Think Active CSW requests so as to enable Think Active CSW to comply with its obligations under the Human Rights Act 1998.
15. imitation of Liability
15.1 Think Active CSW accepts no liability for any consequences, whether direct or indirect, that may come about from you running the Project, the use of the Grant or from withdrawal of the Grant. You shall indemnify and hold harmless Think Active CSW, its employees, agents, officers or sub-contractors with respect to all claims, demands, actions, costs, expenses, losses, damages and all other liabilities arising from or incurred by reason of the actions and/or omissions of you in relation to the Project, the non-fulfilment of obligations of you under this Agreement or its obligations to third parties.
15.2 Subject to clause 15.1, Think Active CSW’s liability under this Agreement is limited to the payment of the Grant.
16.1 You warrant, undertake and agree that you have all necessary resources, approvals, powers and expertise to deliver the Project (assuming due receipt of the Grant);
- You not committed, nor shall it commit, any Prohibited Act;
- You shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify Think Active CSW immediately of any significant departure from such legislation, codes or recommendations;
- You shall comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Project;
- You shall comply with all legislation, guidance and codes of practice relating to equal opportunities, including but without limitation relating to disability discrimination, sex discrimination and race relations;
- all staff including volunteers are suitably skilled, qualified and experienced to perform the tasks assigned to them and ensure all staff are DBS checked;
- You shall adopt policies and procedures in respect of safeguarding and report any concerns to Think Active CSW immediately;
- You have and shall keep in place adequate procedures for dealing with any conflicts of interest;
- You have and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction;
- all financial and other information concerning you which has been disclosed to Think Active CSW is to the best of its knowledge and belief, true and accurate;
- You are not subject to any contractual or other restriction imposed by your own or any other organisation’s rules or regulations or otherwise which may prevent or materially impede you from meeting its obligations in connection with the Grant;
- You are not aware of anything in your own affairs, which you have not disclosed to Think Active CSW or any of Think Active CSW’s advisers, which might reasonably have influenced the decision of Think Active CSW to make the Grant on the terms contained in this Agreement; and since the date of your last accounts there has been no material change in your financial position or prospects.
17.1 You shall affect and maintain with a reputable insurance company a policy or policies in respect of all legal liabilities which may be incurred by you, arising out of your performance of the Agreement, including death or personal injury, loss of or damage to property or any other loss (the Required Insurances).
17.2 The Required Insurances referred to above include (but are not limited to):
- public and products liability insurance with a limit of indemnity of not less than [five] million pounds (£5,000,000) in relation to any one claim or series of claims arising from the Project; and
- employer’s and volunteers’ liability insurance with a limit of indemnity of not less than [five] million pounds (£5,000,000) in relation to any one claim or series of claims arising from the Project. You must look at your risks and liabilities and consider whether you need insurance cover of more than £5 million
17.3 You shall (on request) supply to Think Active CSW a copy of such insurance policies and evidence that the relevant premiums have been paid.
18.1 Except where otherwise specified, the terms of this Agreement shall apply from the date of this Agreement until the of expiry of the Grant Period or for so long as any Grant monies remain unspent by you, whichever is longer.
18.2 Any obligations under this Agreement that remain unfulfilled following the expiry or termination of the Agreement shall survive such expiry or termination and continue in full force and effect until they have been fulfilled.
19.1 Think Active CSW may terminate this Agreement and any Grant payments by giving you one (1) month’s written notice should it be required to do so by financial restraints or for any other reason.
19.2 Think Active CSW may terminate this Agreement in writing with immediate effect if you commit a material breach of any of the obligations under this Agreement and (where capable of remedy) fails to take all reasonable steps to remedy such breach within such reasonable time as specified by the Think Active CSW.
You may not, without the prior written consent of Think Active CSW, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement or, except as contemplated as part of the Project, transfer or pay to any other person any part of the Grant.
No failure or delay by either party to exercise any right or remedy under this Agreement shall be construed as a waiver of any other right or remedy.
All notices and other communications in relation to this 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 above or otherwise notified in writing. 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 5.00 pm 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 acknowledgment of such email.
23. Dispute Resolution
23.1 In the event of any complaint or dispute (which does not relate to Think Active CSW’s right to withhold funds or terminate) arising between the parties to this Agreement in relation to this Agreement the matter should first be referred for resolution to the Project Manager or any other individual nominated by Think Active CSW from time to time.
23.2 Should the complaint or dispute remain unresolved within 14 days of the matter first being referred to the Project Manager or other nominated individual, as the case may be, either party may refer the matter to the Chief Executive of Think Active CSW and the Chief Executive of your organisation with an instruction to attempt to resolve the dispute by agreement within 28 days, or such other period as may be mutually agreed by Think Active CSW and you.
23.3 In the absence of agreement under clause 23.2, the parties may seek to resolve the matter through mediation under the CEDR Model Mediation Procedure (or such other appropriate dispute resolution model as is agreed by both parties). Unless otherwise agreed, the parties shall bear the costs and expenses of the mediation equally.
24. No Partnership of Agency
This Agreement shall not create any partnership or joint venture between Think Active CSW and you, 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.
25. Joint and Several Liability
Where you are not a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into and sign this Agreement on behalf of your organisation shall be jointly and severally liable for your obligations and liabilities arising under this Agreement.
26. Contracts (Rights of Third Parties) Act 1999
This Agreement does not and is not intended to confer any contractual benefit on any person pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999.
- You acknowledge and agree that TUPE shall not apply to this agreement. In the event that TUPE applies you shall comply with its obligations under TUPE.
- You shall remain liable and responsible for all costs, losses, expenses and liabilities relating to its TUPE obligations as a result of the expiry of this agreement.
This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by the parties.
This Agreement and any documents referred to represent the entire understanding between the parties and supersedes all representations, understandings and agreements which have been made by either party to the other.
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
31. Governing Law
This Agreement shall 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.