Grant Funding Agreement - Terms & Conditions

Background

• Crescent Purchasing Consortium (CPC) provides pre-tendered framework contracts comprising suppliers of a variety of goods and services. CPC also provides procurement consultancy services to the education sector.

• CPC is a registered charity that has charitable objectives to fulfil through the generation of surpluses resulting from normal business operations. CPC approves grant applications from members for projects that will add value to education and students.

• The CPC member has successfully applied for a grant and agrees that the terms and conditions set out in this Agreement are those that the member hereby accepts.

Definitions

For the purpose of this Grant Funding Agreement;

Terms

1. Grant Offer

   1. Payment of this Grant is subject to you complying with these Terms and Conditions for the Funded Project detailed within Appendix A to this Agreement together with such further Terms and Conditions that we may from time to time specify.

   2. The Grant will only be paid in respect of Eligible Expenditure incurred by you in the delivery of the Funded Project. The Grant must not be used for any of the following

      1. Activities where the claimant already has a statutory duty to perform
      2. Activities where Grant Funding for the same Funded Project has been or will be claimed elsewhere, except where additional Grant is being utilised to partly fund the Funded Project which is the subject of this Agreement
      3. Any political, lobbying, pressure or campaigning activities
      4. Propagation of any religion or belief
      5. Overseas travel for staff (not accompanying students for educational purposes)
      6. Part payment against any finance or operating lease procurement
      7. Building projects
      8. Any employment costs for the claimant
      9. Entertaining (for this purpose, entertaining means anything that would be a taxable benefit for the person being entertained according to current UK tax regulations)

2. Amount & Conditions of Grant

   1. The maximum amount of Grant payable by CPC is detailed in Appendix A to this Agreement. You agree that this Grant represents all Eligible Costs to be incurred under this Funded Project.
   2. Where notified by CPC in acceptance of your Grant Application, you agree as a condition of this Agreement to utilise a CPC Framework Agreement for any procurement related activity. For the avoidance of doubt, this Framework Agreement will be detailed in Appendix A to this Agreement.

3. Match Funding Arrangements

   1. Where you agree to provide a proportion of the total project cost, this will be detailed in Appendix A to this Agreement.
   2. The initial payment of Grant or any subsequent payment of Grant is conditional upon you satisfying us that you have sufficient funding available to meet your commitments under this Agreement.
   3. You will notify us in writing immediately should you fail to make Your contribution and agree that any funding provided by CPC will be returned.

4. Payment Arrangements & Audit

   1. Grant funding will be paid in accordance with the payment profile detailed in Appendix A and will either be a one off payment or a series of staged payments dependent upon the Funded Project profile.
   2. Payment will normally be made by us within 30 days of approval or project commencement, whichever is the later.
   3. All Grant for the Funded Project must be claimed net of any VAT that is recoverable from HM Revenue and Customs.
   4. Full accounting records for the Funded Project shall be maintained for a minimum period of seven years from the date of signature of this Agreement. This will include but is not limited to original invoices, receipts, VAT records etc.
   5. Where the Funded Project includes any single item with a value that exceeds £1,000 this shall be classified as an Asset.
   6. You must seek written approval from CPC should You wish to dispose of or transfer any Asset funded by this Agreement.
   7. Where such approval is granted by CPC in consideration of clause 4.6 above, then You agree that any proceeds generated from the sale of the Asset will become payable to CPC except where You have provided matched funding for the Funded Project. Where this is the case, any payment to CPC shall be made on a pro rata basis calculated as a percentage of the project funding made by both parties to this Agreement.

5. Publicity & Marketing

   1. As part of this Agreement You consent to CPC using your details and those of your project along with any photographs or video in relation to the project to be used at their discretion for marketing and promotional purposes.

6. Project Outcomes Grant Recovery

   1. It shall be a condition of this Agreement that You will provide CPC with a full and final Project Outcome Report upon utilisation of the Grant under the Funded Project. The report shall clearly identify how the project objectives as detailed within Your Grant Application have been achieved.
   2. Should CPC determine that the Project Outcomes are not satisfactory, then CPC reserves the right to request additional information in support of the Grant Funding from the applicant and should CPC subsequently not be fully satisfied that the Project Outcomes meet the deliverables as detailed in the Grant Application, then CPC reserves the right to recover a percentage of the Grant paid to the applicant up to a maximum of 100% of the Grant.
   3. Should all the Grant not be utilised for the purpose outlined in Appendix A to this Agreement (as detailed in the Project Outcome Report), you agree to return any surplus paid to CPC within 30 days of the end of the Project.
   4. Should You go into liquidation, administration, bankruptcy or receivership or enter into any agreement on debts with Your creditors, then we will be entitled to recover any Grant that until such time as it has been physically spent.

7. Amendments & Termination of Grant

   1. No amendment or variation to this Agreement shall be effective unless it is in writing, agreed and signed by both parties to the Agreement.
   2. In the event of a Breach of this Agreement, CPC reserves the right to serve an improvement notice on You requiring remedial action to be taken within a specified period. Should this action not be taken, then CPC reserves the right to terminate this Agreement with immediate effect and require the repayment of all or a proportion of the Grant paid to You under this Agreement. For the avoidance of doubt CPC shall be sole arbiter in determining this decision.
   3. Should we terminate this Agreement under clause 6.1, any clawback of funding will identify reasonable costs expended by You for which clawback will not be requested. For the avoidance of doubt CPC shall be sole arbiter in determining this decision.
   4. CPC makes no commitment to renewing or continuing funding after the term of this Agreement and no further funding will follow.

8. Conflict of interest

   1. You must have systems in place that require Your employees or trustees to declare any personal or pecuniary interest in any matter relating to the grant funded activities and to be excluded from any decision-making process relating to the application.
   2. You must inform CPC immediately if there are any grounds for suspecting financial irregularity in the use of the Grant, detailing what steps are being taken to investigate the irregularity and update us at regular notified intervals as to the progress of the investigation. For these purposes, financial irregularity shall include fraud or other impropriety, mismanagement and use of the Grant for any purpose other than those detailed within Appendix A to this Agreement.
   3. You shall use Your best endeavours to safeguard CPC funding under this Agreement against fraud generally and in particular, on the part of your trustees, employees, contractors and suppliers. You will notify CPC immediately if You have reason to suspect that any serious irregularity or fraud has occurred or is occurring.

9. Confidentiality & Freedom of Information

   1. You undertake that you shall not at any time during this agreement and for a period of three years after termination disclose to any person any Confidential Information disclosed to you by CPC, except as expressly agreed in writing by the parties.

   2. Each party may disclose the other party's Confidential Information:

      1. to its employees, officers, agents, consultants or professional advisors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 9 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
      2. as may be required by law, court order or any governmental or regulatory authority. In particular, both parties acknowledge that either CPC, or the Member Institution may be subject to the Freedom of Information Act 2000 which may require such bodies to disclose details of this agreement.

   3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of any Confidential Information other than those expressly stated in this agreement are granted to any other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly to any Intellectual Property Right held, made, obtained or licensable by any party now or in the future.

   4. You agree at any time on request by CPC to make full use of, and to provide all such information as may reasonably be required for, any reporting system(s) of any governmental agency (or the agents thereof) as CPC may specify, and agrees to co-operate fully at its own expense with CPC in the management and/or operation of such system(s).

10. Liability

    1. Both parties shall be responsible for, indemnify and hold the other party harmless from and against all claims, demands, actions, proceedings, judgments, liabilities, costs, damages and expenses of every kind or nature (including legal costs and expenses) with respect to loss, damage or destruction of property of the other party and that of its officers, directors, employees, agents and invitees caused by, arising out of or in connection with the performance or non-performance of this Agreement howsoever caused, even where caused by the negligence or breach of duty (statutory or otherwise) of each party to this agreement, any of its officers, directors, employees, agents or invitees.

    2. Notwithstanding anything to the contrary, neither party shall not be liable to each other for any indirect or consequential losses incurred by the other Party, including but not limited to the loss of use, loss of profits, loss of anticipated profits, loss of revenue or business interruption, irrespective of whether such loss is caused by or contributed to by the negligence or breach of duty (statutory or otherwise) of the party receiving the benefit of the exclusion.

    3. This Clause 10 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their employees, agents, consultants and subcontractors) to the other party in respect of any failure of CPC to abide by applicable regulation or legislation or other legal requirement in respect of the formation of this agreement; and either parties liability for any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

    4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

    5. Nothing in the agreement limits or excludes the liability of either party:

       1. for death or personal injury resulting from that parties' negligence; or
       2. for any damage or liability incurred by either party as a result of fraud or fraudulent misrepresentation by the other.

    6. You must take out and maintain insurance adequate to cover the risks set out in the Contract and for a period of 6 years thereafter and in any event shall take out and maintain:

       1. Professional Indemnity Insurance coverage of not less than one million pounds sterling (£1,000,000) for any one, or series of claims that may arise
       2. Public Liability Insurance coverage of not less than five million pounds sterling (£5,000,000) for any one, or series of claims that may arise.
       3. Employers Liability Insurance coverage of not less than five million pounds sterling (£5,000,000) for any one, or a series of claims that may arise.

    7. You will take out and maintain such insurances as set out in this Clause 10 with a reputable insurance company and shall at CPC's request provide evidence of the insurance policy or policies and of payment of the premiums.

11. Assignment & Sub-Contracting

    1. CPC shall be fully entitled to assign or transfer the benefit of the whole or any part of this agreement at any time without the consent of the Member other than where such assignment or transfer would create a conflict of interest with the Member.
    2. You shall not assign or transfer any interest in this agreement without the prior written consent of CPC. Such consent not to be unreasonably withheld.
    3. You shall not be entitled to sub-contract any of Your obligations under this agreement,

12. Entire Agreement

    1. This agreement and any documents expressed or referred to in it constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior communications, representations, warranties, stipulations, undertakings and agreements between the parties. Nothing in this Clause 12 will exclude any liability which one party would otherwise have to the other party in respect of any statement made fraudulently.

13. Relationship of Parties

    1. You are not an employee, agent, partner or representative of CPC and will not represent or otherwise hold yourself out as such to any third party and has no authority to bind CPC to, or make CPC liable in respect of, any agreement, act or statement.

14. Notices

    1. Any notice required to be served under this agreement shall be in writing, served, in the case of a notice served upon CPC, by personal delivery or by sending it by recorded postal delivery to Procurement House, 23 Leslie Hough Way, Salford, M6 6AJ or such other address as shall from time to time be notified in writing by CPC to you, and in the case of a notice to be served upon you by delivering or sending it to the address specified at the head of this agreement or such other address as shall from time to time be notified in writing by you to CPC in the same manner.
    2. Any such written notice shall (where sent by post) be deemed to have been served and received on the second business day following the day of posting and where delivered personally be deemed to have been given at the time of delivery.

15. Rights Cumulative

    1. The provisions of this agreement, and the rights and remedies of the parties under this agreement, are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.
    2. No exercise by a party of any one right or remedy under this agreement, or at law or in equity shall (save to the extent, if any, provided expressly in this agreement or at law or in equity) operate either to hinder or prevent the exercise by it of any other such right or remedy.
    3. The termination of this agreement, howsoever arising, shall not prejudice any accrued rights of either party to this Agreement.

16. Applicable Law

    1. Unless You and CPC otherwise agree in writing, any proceedings relating to any dispute or claim, arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) shall be brought in the courts of England.

17. Contracts (Rights of Third Parties) Act 1999

    1. CPC shall be entitled to enforce any term of this agreement, the benefit of which is expressly conferred upon any Member and CPC and may be enforced by such Member Institution or CPC pursuant to the Contracts (Rights of Third Parties) Act 1999. Subject as aforesaid, this agreement is not intended to confer any rights on any other third party pursuant to the said 1999 Act.