Terms and Conditions – Grants

1. The Recipient acknowledges and accepts that the award of any Grant is a matter of the Charity’s sole and absolute discretion and that nothing in the Sign-up Form, these Terms, the wishes of any donor to the Charity, or any prior dealings with the Charity imposes any obligation on the Charity to award any Grant.  
2. The Recipient acknowledges and accepts that any Grant which the Charity awards to the Recipient for the Grant Purpose will be made subject to and in accordance with these Terms. 
3. The Recipient undertakes to observe and comply with these Terms, acknowledging that: 
   1. the Charity will place reliance on and be entitled to enforce these Terms should the Charity decide, in its sole and absolute discretion, to award a Grant to the Recipient; and  
   2. the award of any Grant will, in and of itself, constitute good and sufficient consideration for the Recipient’s representations, warranties and undertakings contained in these Terms.  
4. The Charity shall in its sole and complete discretion require the Recipient to complete a substantive grant application form and a enter into a formal grant agreement  with the Charity, in particular but without limitation in relation to a material Grant which may be high in value or involve other risk factors.  

1. The Recipient shall provide in the Sign-up Form a particular purpose for which it intends to apply any Grant awarded in accordance with these Terms, however, the Recipient acknowledges and agrees that the setting of the Grant Purpose is subject to the sole and complete discretion of the Charity which may be a purpose similar to that provided in the Sign-up Form or another purpose consistent with the objects of the Charity.  
2. The Recipient shall use a Grant awarded in accordance with these Terms only for the Grant Purpose, for purposes that are charitable under English law and in accordance with the terms and conditions set out in these Terms. For the avoidance of doubt, if the Recipient operates internationally outside of England and Wales, it is acknowledged that the Recipient may have charitable purposes, or be carrying out activities, which are not charitable under English law and any Grant will be restricted solely for purposes which are charitable under English law whether or not expressly stated on the Grant Notification.  
3. The Recipient shall not, without the Charity’s written agreement,:  
   1. use the Grant:  
      1. for any purpose other than the Grant Purpose;  
      2. to make any payments to members of its Governing Body;  
      3. make any change to the Grant Purpose;  
4. Should any part of the Grant remain unspent within two years from the date the Grant is paid to the Recipient, the Recipient shall ensure that any unspent monies are returned to the Charity or, if agreed in writing by the Charity, shall be entitled to retain the unspent monies to use for charitable purposes in accordance with English law as agreed between the Recipient and the Charity. 

1. Subject to clause 13, the Charity shall pay the Grant to the Recipient within one month of the Grant Notification being provided to the Recipient, subject to the necessary funds being available.   
2. The Recipient agrees and accepts that payments of the Grant can only be made to the extent that the Charity has available funds.   
3. The Recipient agrees that it will acknowledge receipt of each payment of a Grant within 15 working days, by email to grants@uktoremet.org.uk, or by post to UK Toremet Limited, Shenkers LLP, 3rd floor, Devonshire House, Manor Way, Borehamwood, Hertfordshire WD6 1QQ. 
4. No Grant shall be paid unless and until the Charity is satisfied that such payment will be used for proper expenditure for the Grant Purpose. 

1. The Recipient undertakes:  
   1. to promote a strong safeguarding culture for its staff and volunteers, beneficiaries and other stakeholders, including by having in place and enforcing operational safeguarding policies and procedures; 
   2. to comply with all applicable safeguarding laws and regulations in all countries in which it operates; 
   3. that it has carried out and will maintain all relevant checks that its staff and volunteers are eligible for in relation to safeguarding; 
   4. to the extent that it works directly or indirectly with children and/or vulnerable people: 
      1. it commits to a practice that protects children and vulnerable people from abuse of any kind, including by having in place and enforcing operational safeguarding policies and procedures; and 
      2. it will comply with all safeguarding standards and policies for the country or countries in which the activities related to Grant Purpose are carried out, in a manner that is proportionate to the activities of the Recipient. 
2. The Recipient will:  
   1. notify the Charity immediately if it becomes aware of any significant safeguarding concerns including, but not limited to, any actual or suspected abuse of a child or vulnerable person and will co-operate in providing the Charity with all information that it may require in order to make any reports that it may consider appropriate to any regulatory authority; and 
   2. supply the Charity without delay with such information as the Charity may reasonably request from time to time so show compliance by the Recipient with its obligations set out in clause 5.1 and the Charity may take such steps as it considers necessary to monitor compliance. 

The Recipient undertakes: 

1. to comply with all applicable laws, statues, regulations and codes relating to anti-bribery, anti-corruption and anti-money laundering and preventing the support of terrorist activity including, but not limited to, the Bribery Act (the Relevant Requirements);  
2. not to engage in any activity, practice or conduct which would either constitute an offence under sections 1, 2 or 6 of the Bribery Act or beach the Relevant Requirements if such activity, practice or conduct had been carried out in the United Kingdom (a Prohibited Act); and 
3. to notify the Charity immediately if it becomes aware of any breach of sub-clauses (a) or (b) and will co-operate in providing the Charity with all information that it may require in order to make any reports that it may consider appropriate to any regulatory authority. 

1. Each Grant shall be shown in the Recipient’s accounts as a restricted fund and shall not be included under general funds. 
2. The Recipient shall keep accurate and up-to-date accounts and records of the receipt and expenditure of the Grant monies received by it. 
3. The Recipient shall keep all invoices, receipts, and accounts and any other relevant documents relating to the expenditure of each Grant for a period of at least six years following receipt of any Grant monies to which they relate.  The Charity shall have the right to review, at the Charity’s reasonable request, the Recipient’s accounts and records that relate to the expenditure of the Grant and shall have the right to take copies of such accounts and records. 
4. The Recipient shall comply and facilitate the Charity’s compliance with all statutory requirements as regards accounts, audit or examination of accounts, annual reports and annual returns applicable to itself and the Charity. 

1. The Recipient shall closely monitor the expenditure on the Grant Purpose to ensure that the Grant Purpose and these Terms are being adhered to. 
2. The Recipient shall provide the Charity with such evidence of expenditure on the Grant Purpose, and in such formats, as the Charity may reasonably require.  The Recipient shall provide the Charity with such evidence of expenditure within three months of the date on which the Grant was paid to the Recipient or within such longer time period determined by the Charity. 
3. The Recipient shall on request provide the Charity with such further information, explanations and documents as the Charity may reasonably require in order for it to establish that the Grant has been used properly in accordance with these Terms. 
4. The Recipient will notify the Charity immediately if it becomes aware of or has any reason to suspect that it has been subject to fraud or any other misuse of funds, or the occurrence of any other event whether unlawful or not which could damage the reputation of the Charity or is likely to result in the use of the Grant for non-charitable purposes in accordance with English law. 
5. The Recipient will notify the Charity immediately if it has stated that it is a registered charity and ceases to be so registered.  

1. The Recipient shall not publish any material referring to the Grant or the Charity without the prior written agreement of the Charity.  
2. The Recipient shall obtain the prior written agreement of the Charity before using its name and branding in relation to the Recipient’s fundraising campaigns or on any other materials in the public domain.  

1. The Charity and the Recipient agree that all intellectual property rights whatsoever owned by either the Charity or the Recipient before being provided with the Grant Notification, shall remain the property of that party. 
2. Where the Charity has provided the Recipient with any of its intellectual property rights for use in connection with the Grant Purpose (including without limitation its name and logo), the Recipient shall, on termination of these Terms, cease to use such intellectual property rights immediately and shall either return or destroy such intellectual property rights as requested by the Charity. 

The Recipient and the Charity agree that they shall keep secret any confidential information relating to the other party obtained by it, its employees, agents, consultants or sub-contractors as a result of these Terms except where the other party has given prior written consent to its use, where disclosure is required by law, or where disclosure is to the other party’s professional advisors (provided that they are also bound by confidentiality). 

1. For the purpose of this clause:  
   1. Data Protection Law means all applicable laws and regulations, in each case pertaining to the security, confidentiality and protection of personal data and the privacy of electronic communications, as amended or re-enacted from time to time, including (to the extent applicable):  
      1. the UK GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018);   
      2. the Data Protection Act 2018;  
      3. the Privacy and Electronic Communications (EC Directive) Regulations 2003; and 
      4. any local data protection law that the Recipient is subject to;  
   2. the terms ‘data subject’, ‘controller’, ‘personal data’, ‘personal data breach’, ‘processor’ and ‘processing/process’, shall be interpreted and construed by reference to GDPR. 
2. The Recipient and the Charity agree that, for the purpose of Data Protection Law, each party (to the extent it processes personal data pursuant to or in connection with these Terms) processes personal data as an independent controller in its own right. Nothing in these Terms (or the arrangements contemplated by it) is intended to construe either party as the processor on behalf of the other party or as joint controllers with one another. 
3. Each party shall: 
   1. comply with its obligations under Data Protection Law;  
   2. be responsible for dealing with and responding to data subject requests, enquiries or complaints (including any request by a data subject to exercise their rights under Data Protection Law) it receives, unless otherwise agreed in writing between the parties; and 
   3. promptly (and without undue delay) notify the other party in writing of any security incident affecting the personal data it processes pursuant to or in connection with these Terms, including the unlawful or unauthorised processing of the personal data, to the extent the security incident is likely to affect the other party. 
4. Without prejudice to clause 12.3, each party disclosing personal data (the Disclosing Party) agrees that if it provides personal data to the other party (the Receiving Party), it shall ensure that it has provided all necessary information to, and obtained all necessary consents from the relevant data subjects, in each case to enable the personal data to be disclosed to the Receiving Party and the for the Receiving Party to use that personal data for the purposes of these Terms and in accordance with Data Protection Law. 
5. Each party shall at all times process the personal data shared pursuant to or in connection with these Terms in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures, and the measures shall, at a minimum, comply with the requirements of Data Protection Law.   
6. If there is any inconsistency or conflict between any of the provisions of this clause 12 and the other provisions of these Terms, the provisions of this clause shall prevail to the extent required to enable the parties to comply with Data Protection Law. 

1. The Charity’s intention is that each Grant will be paid to the Recipient in full. However, without prejudice to the Charity’s other rights and remedies, the Charity may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if: 
   1. the Recipient uses any Grant for purposes other than those for which they have been awarded; 
   2. the Recipient uses a Grant for any activity which is not consistent with the Grant Purpose;  
   3. the Recipient uses a Grant, in whole or in part, for any purpose that does not fall within the description of charitable purposes set out in section 3 of the Charities Act 2011; 
   4. the Recipient, or any individual employed by it, is subjected to sanctions by any government in any jurisdiction; 
   5. the Recipient is in breach of its obligations under clauses 5, 5.2(b) and/or 15 of these Terms; 
   6. a Grant is not spent within 6 months of the date the Grant is paid to the Recipient and the Recipient has failed to provide the Charity with a reasonable explanation for the delay; 
   7. the Recipient is, in the reasonable opinion of the Charity, spending the Grant in a negligent manner; 
   8. the Recipient obtains funding from a third party which, in the reasonable opinion of the Charity, undertakes activities that are likely to bring the reputation of the Charity into disrepute; 
   9. the Recipient provides the Charity with any materially misleading or inaccurate information; 
   10. the Recipient commits or committed a Prohibited Act; 
   11. any member of the Governing Body, employee or volunteer of the Recipient has:  
       1. acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Grant Purpose; or  
       2. taken any actions which, in the reasonable opinion of the Charity, bring or are likely to bring the Charity’ name or reputation into disrepute; 
   12. the 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); 
   13. the Recipient becomes insolvent, 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; or 
   14. the Recipient fails to comply with any of these Terms and fails to rectify any such failure within 30 days of receiving written notice detailing the failure. 
2. The Charity may retain or set off any sums owed to it by the Recipient which have fallen due and payable against any sums due to the Recipient. 
3. Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its compliance with these Terms it will notify the Charity as soon as possible so that, if possible, and without creating any legal obligation, the Charity will have an opportunity to provide assistance in resolving the problem or to take action to protect the Charity and the Grant monies. 

1. The Charity accepts no liability for any consequences, whether direct or indirect, that may come about from the use of the Grant or from withdrawal of the Grant. The Recipient shall indemnify and hold harmless the Charity, 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 the Recipient in relation to the Grant Purpose, the non-fulfilment of obligations of the Recipient under these Terms or its obligations to third parties. 
2. Subject to clause 14.1, the Charity’s liability under these Terms is limited to the payment of Grants for which Grant Notifications have been provided. 

1. The Recipient warrants, undertakes and agrees that: 
   1. it has all necessary resources and expertise to deliver the activities associated with the Grant Purpose (assuming due receipt of the Grant); 
   2. it has not committed, nor shall it commit, any Prohibited Act; 
   3. it , or any individual employed by it, is not subjected to sanctions by any government in any jurisdiction; 
   4. it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify the Charity immediately of any significant departure from such legislation, codes or recommendations; 
   5. it shall comply with any acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on activities associated with the Grant Purpose; 
   6. it has and shall keep in place adequate procedures for dealing with any conflicts of interest; 
   7. it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; 
   8. all financial and other information concerning the Recipient which has been disclosed to the Charity is to the best of its knowledge and belief, true and accurate; 
   9. it is not subject to any contractual or other restriction imposed by its own or any other organisation’s rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Grant; 
   10. it is not aware of anything in its own affairs, which it has not disclosed to the Charity or any of the Charity’s advisers, which might reasonably have influenced the decision of the Charity to make the Grant on the terms contained in these Terms; and 
   11. since the date of its last accounts there has been no material change in its financial position or prospects. 
2. The Recipient shall ensure that any person or local partner or organisation or entity associated with the Recipient who is performing services in connection with the Grant Purpose does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Recipient in these Terms.  The Recipient shall be responsible for the observance and performance by such persons of such terms.  

1. The Charity may terminate these Terms and any Grant payments:  
   1. immediately, if the Recipient, or any individual employed by it, is subjected to sanctions by any government in any jurisdiction; 
   2. immediately if the Recipient is in breach of these Terms; or 
   3. on giving the Recipient three months’ written notice should it be required to do so by financial restraints or for any other reason. 

The Recipient may not, without the prior written consent of the Charity, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of these Terms or, except as contemplated as part of the Grant Purpose, 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 these Terms shall be construed as a waiver of any other right or remedy. 

All notices and other communications in relation to these Terms 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 in the United Kingdom or after 17:00 on any working day in the United Kingdom 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. 

1. In the event of any complaint or dispute (which does not relate to the Charity’s right to withhold funds or terminate) arising between the parties to these Terms in relation to these Terms the matter should be referred for resolution to a Trustee of the Charity and the senior office holder of the Recipient with an instruction to attempt to resolve the dispute by agreement within 28 days, or such other period as may be mutually agreed by the Charity and the Recipient. 
2. In the absence of agreement under clause 21.1, 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. 

These Terms shall not create any partnership or joint venture between the Charity and the 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. 

Where the Recipient is not a company nor an incorporated entity with a distinct legal personality of its own, the individuals who agree to these Terms on behalf of the Recipient shall be jointly and severally liable for the Recipient’s obligations and liabilities arising under these Terms. 

These terms do not and are not intended to confer any contractual benefit on any person pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999. 

These Terms 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. 

These Terms (together with all documents attached to or referred to within it) constitute the entire agreement and understanding between the parties in relation to any Grant and supersedes any previous agreement or understanding between them in relation to such subject matter. 

Grant Notification template 

Subject to the attached Terms and Conditions of Grant, UK Toremet Limited has awarded [Name of Organisation] £[Amount] for the following Grant Purpose:  

[Details of Grant Purpose]