Creative partner arts grant terms and conditions

Definitions and interpretation

In these Terms and Conditions and any Schedules attached the following terms shall have the following meanings:

  • 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.
  • Commencement Date means the date upon which the Grant Funding Agreement comes into effect.
  • Creative Partner means the organisation bound by the Terms and Conditions of the Grant Funding Agreement and to whom the Grant is awarded, and includes any person authorised to act on behalf of the Creative Partner.
  • Data Protection Legislation means the Data Protection Act 2018 (DPA) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner; and any other legislation specifically including the General Data Protection Regulation; (EU 2016/679) (GDPR).
  • Funded Activity means the purpose for which the Grant has been awarded and the activity to be carried out by the Creative Partner during the Funding Period, as detailed in their Grant Application attached as Schedule B.
  • Funding Period means the fixed term specified in the Grant Funding Agreement for which the Grant is awarded.
  • Freedom of Information Act 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.
  • Grant Application means the written grant application submitted by the Creative Partner in which it commits to delivering the Funded Activity.
  • Grant or Funding (as the context requires) means the sum or sums WDC will pay to the Creative Partner in accordance with Schedule A and subject to the provisions set out in the Terms & Conditions and attached Schedules.
  • Grant Funding Agreement means the legally binding agreement between WDC and the Creative Partner comprising of these Terms and Conditions, the Creative Partner’s Grant Application and attached Schedules.
  • Losses means claims, demands, actions, proceedings, costs, expenses, losses, damages, and all other liabilities.
  • Prohibited Act means activity as stated in Clause 7 of the Terms and Conditions.
  • Schedule means the schedules attached which form part of the Grant Funding Agreement.
  • State Aid has the meaning given in Article 107(1) of the Treaty on the Functioning of the European Union.
  • WDC means Warwick District Council of Town Hall, Parade, Royal Leamington Spa, CV32 4AT and includes any person authorised on behalf of Warwick District Council.
  • References to singular shall be deemed to include the plural and vice versa and references in either gender shall be deemed to include the other and the neuter.
  • References to any provision of a statute or regulation shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.
  • Headings are inserted for convenience only and shall not affect the interpretation or construction of these Terms and Conditions or any further conditions.

Terms & Conditions of Grant

1. Funded Activity

  • 1.1. The Creative Partner warrants, undertakes and agrees that it has all necessary resources and expertise to deliver the Funded Activity as defined in Schedule B.
  • 1.2 The Creative Partner shall use the Grant to support the Funded Activity and in accordance with these Terms and Conditions. The Creative Partner acknowledges that the Grant is paid on trust to the Creative Partner for the sole purpose of delivering the Funded Activity.
  • 1.3 The Creative Partner shall notify WDC immediately in writing of anything that significantly delays, threatens, or makes unlikely the successful delivery of the Funded Activity or any key part of it. This includes any withdrawal of match funding for the Funded Activity.

2. Responsibilities of the Creative Partner

For the duration of the Funding Period the Creative Partner shall abide by the Terms and Conditions of the Grant Funding Agreement and attached Schedules; and in addition, shall:

  • 2.1. Be committed to achieving the outcomes of the Funded Activity detailed in their Grant Application and to work towards the vision of the Creative Framework.
  • 2.2. Allow a nominated representative of WDC to attend the Creative Partner’s board meetings (or equivalent) as an observer on a regular or an occasional basis in order to monitor the performance of the organisation.
  • 2.3. Provide the information and data necessary for monitoring and evaluation of the Grant Funding Agreement, as requested by WDC. This may include copies of relevant documentation about the financial and operational performance of the Creative Partner, business plans, monitoring reports, board papers or equivalent, policies and any other information which WDC deems relevant to its understanding of how the Funded Activity is being delivered.
  • 2.5. On receipt of funding each year the Creative Partner shall issue a press release and list WDC’s support across all their social media and communication channels.
  • 2.6. The Creative Partner shall prominently feature the WDC’s approved logo on all digital and print publicity and credit it as a funder.
  • 2.7. The Creative Partner shall actively participate in Spark: Ignite every year where key members of the creative sector, councillors, sponsors, and supporters attend.

3. Responsibilities of WDC

During the Funding Period WDC shall:

  • 3.1. Work with the Creative Partner in a proactive manner to support them in their delivery of the Funded Activity, as specified in Schedule B.
  • 3.2. Provide the Grant to the Creative Partner as detailed in Schedule A.
  • 3.3 Act as a critical friend to the Creative Partner by engaging with its activity, providing advice and support, and questioning its direction, operation, and activities.
  • 3.4. Offer letters of support for funding applications as a match funder and provide general advocacy internally within WDC and externally.
  • 3.5. Provide access and inclusion to WDC media events to assist with promoting the work of the organisation.
  • 3.6. Provide the Creative Partner with notification of funding, projects, and other opportunities that might impact upon the aims of Creative Framework.

4. Payment of Grant

  • 4.1. Subject to the Terms and Conditions being met, WDC shall pay the Grant to the Creative Partner in annual instalments as stated in Schedule A. Annual Grant payments are subject to the Creative Partner returning a signed copy of this Grant Funding Agreement, confirmation of their bank details, and providing copies of the monitoring documentation required annually. The Creative Partner agrees and accepts that payments of the Grant can only be made to the extent that WDC has available funds.
  • 4.2. WDC shall pay the Grant in pounds sterling (GBP) and into a bank account located in the UK. Payment will be made by BACS within 30 days of receipt of the monitoring information.
  • 4.3. In the event that the Creative Partner receives any payments made to it in error or any payments which do not qualify for payment within the terms of the Grant Funding Agreement it shall promptly repay such sums to WDC.
  • 4.4. The Creative Partner shall ensure that the Terms and Conditions of the Grant Funding Agreement are understood and accepted by its board or equivalent governing body and that that the signatory is someone with proper delegated authority.
  • 4.5. The Grant represents the maximum sum WDC will pay to the Creative Partner under the Grant Funding Agreement. The maximum sum will not be increased in the event of any overspend by the Creative Partner in its delivery of the Funded Activity.
  • 4.6. The Creative Partner shall ensure that at all times, while the Grant Funding Agreement is in force, that it is correctly constituted and regulated and that the receipt of the Grant and the delivery of the Funded Activity are within the scope of the Creative Partner’s constitution.
  • 4.7. The Creative Partner shall identify the Grant in its annual accounts under the description of WDC Creative Partner Funding.
  • 4.8. The Grant is not a consideration for any taxable supply for VAT purposes. The Creative Partner acknowledges that WDC’s obligation does not extend to paying any amounts in respect of VAT in addition to the Grant.
  • 4.9. The Creative Partner must inform WDC immediately of any changes to its organisation that may threaten its solvency and inform WDC if it is proposing to enter into any arrangement with any of its creditors.
  • 4.10. The Creative Partner must immediately inform WDC about any changes to bank or building society details or any other changes to information provided.
  • 4.11. The Creative Partner acknowledges that the Grant comes from public funds and it will not use the Grant in a way that constitutes unapprovable State Aid. In the event that it is deemed to be unapprovable State Aid, then it will repay the entire Grant immediately.
  • 4.12. WDC will have no liability to the Creative Partner for any Losses caused by a delay in the payment of a Grant howsoever arising.

5. Insurance, Indemnity, Limitations, and Policies

  • 5.1. The Creative Partner acknowledges that it is fully responsible for every part of its business and notes that nothing herein contained shall be deemed to constitute a partnership or joint venture between the parties. The Creative Partner is responsible for getting its own management and business advice. This includes considering whether it needs to get financial, accounting, tax, solvency, legal, insurance or other types of professional advice in relation to the Grant Funding Agreement.
  • 5.2. The Creative Partner is responsible for and must indemnify WDC, its employees and agents against any Losses in respect of the death of or injury to any person, loss of or damage to any property (including property belonging to WDC or for which it is responsible) and in respect of any other losses which may arise out of or in the course of or by reason of any breach of contract, tort, breach of statutory duty, misrepresentation, misstatement, act, omission or default of the Creative Partner, its employees, agents, volunteers or contractors in the performance, non-performance or part-performance of the activities related to the Grant Funding Agreement.
  • 5.3. WDC accepts no liability for any consequences, whether direct or indirect, that may come about from the Creative Partner delivering or performing the Funded Activity, the use of the Grant or from withdrawal of the Grant. The Creative Partner shall indemnify and hold harmless WDC, its employees, agents, officers, and contractors with respect to all Losses arising from or incurred by reason of the actions and/or omissions of the Creative Partner in relation to the Funded Activity, the non-fulfilment of obligations of the Creative Partner under the Grant Funding Agreement or its obligations to third parties.
  • 5.4. The Creative Partner is responsible for obtaining all necessary licences and permissions in relation to its activities as required by law and should comply with best practice in governance, reporting and operation.
  • 5.5. The Creative Partner shall affect and maintain with a reputable insurance company a policy in respect of all risks which may be incurred by the Creative Partner arising in connection with the Grant Funding Agreement or out of the Creative Partner’s performance of the Funded Activity including the risk of death or personal injury, loss of or damage to property or any other loss.
  • 5.6. The Creative Partner should maintain adequate Employee and Public Liability insurance, and this should cover anything arising out of, or in the consequence of, their obligations under this Grant Funding Agreement. Such insurance shall be for a minimum of £5,000,000 (five million pounds) and if required the Creative Partner shall produce evidence that the relevant insurance is in force.
  • 5.7. The Creative Partner shall at all times follow best practice and have effective policies in place including, but not limited to, Child Protection and vulnerable groups, Health and Safety, Equal Opportunities and/or Diversity, Harassment and Bullying, Grievance and Whistleblowing, Data Protection, and Risk Assessment. These should be approved by the Creative Partner’s board or equivalent and submitted to WDC upon request.
  • 5.8. The Creative Partner must inform WDC in writing as soon as possible if any legal claims or any regulatory investigations are made or threatened against it which would adversely affect the Funded Activity during the Funding Period.
  • 5.9. Any information WDC receives from the Creative Partner will be subject to the Freedom of Information Act 2000. By law, WDC may have to provide the Creative Partner’s information to a member of the public if they ask for it under the Freedom of Information Act 2000. Some information may be covered by exemptions if it is sensitive or confidential, but any decision to release information is at WDC’ s absolute discretion in accordance with the Freedom of Information Act legislation. See the WDC Privacy Notice for more details.

6. Assignment and Subcontracting

  • 6.1. It is recognised that the Creative Partner may sub-contract the supply of the services and works to be provided by it under this Grant Funding Agreement. The Creative Partner shall not assign or transfer the whole or any part of this Grant Funding Agreement to another organisation unless agreed by WDC in writing.
  • 6.2. The Creative Partner must inform WDC before making any significant changes to its legal status, transferring any assets, or merging or amalgamating with any other body including a company set up by the Creative Partner.

7. Anti-corruption / Prohibited Acts

  • 7.1. WDC shall be entitled to terminate this Grant Funding Agreement and recover from the Creative Partner the amount of any loss resulting from such termination if at any time it shall become known to WDC that the Creative Partner:
    • a. Has offered or given or agreed to give any inducement, gift or reward to any person or company in relation to the obtaining or execution of this Grant Funding Agreement or any other Agreement with WDC; or
    • b. Has shown favour or disfavour to any person in relation to the Grant Funding Agreement or any other Agreement with WDC; or
    • c. Has entered into the Grant Funding Agreement or any other contract with WDC where a commission has been paid or has been agreed to be paid by the Creative Partner of on its behalf, or to its knowledge; or
    • d. If any of the acts contained in sub-clause 7.1 a), b) and c) shall have been done by any person employed by the Creative Partner on their behalf (whether with or without the knowledge of the Creative Partner); or
    • e. If in relation to any agreement with WDC, the Creative Partner, or any person employed by them or acting on their behalf, shall have committed any offence under the Bribery Act 2010, under legislation creating offences in respect of fraudulent acts, or at common law in respect of fraudulent acts in relation to the Grant Funding Agreement or any other contract with WDC; or
    • f. Has defrauded or attempted to defraud or conspired to defraud WDC.

8. Monitoring and Evaluation

  • 8.1. The Creative Partner shall closely monitor the delivery and success of the Funded Activity throughout the Funding Period to ensure that the aims and objectives of the Grant are being met and that the Grant Funding Agreement is being adhered to.
  • 8.2. The Creative Partner shall provide WDC with any monitoring and evaluation information that it may reasonably request to establish the performance of the Creative Partner against the Terms and Conditions of the Grant Funding Agreement and the satisfactory delivery of the Funded Activity detailed in Schedule B.
  • 8.3. WDC has designated the Arts Officer as the main point of contact between WDC and the Creative Partner in relation to this Grant Funding Agreement and the Funded Activity. Other employees of WDC may take on this role from time to time as and when the Arts Officer is unavailable.
  • 8.4. The Creative Partner shall attend such meetings at the premises of WDC or elsewhere as may be reasonably required by the WDC.
  • 8.5. The Creative Partner agrees that an authorised representative of WDC will attend its board meeting / trustee meetings (or equivalent) on a regular or occasional basis, as an observer, in order for WDC to monitor the performance of the Creative Partner and that it complies with the terms of this Grant Funding Agreement.

9. Termination, withholding, suspending and repayment of grant

  • 9.1. Without prejudice to the WDC’s other rights and remedies, WDC may at its discretion terminate this Grant Funding Agreement, withhold, or suspend payment of the Grant and/or require repayment of all or part of the Grant if:
    • a. The Creative Partner uses the Grant for purposes other than those for which it has been awarded
    • b. WDC considers that the Creative Partner has not made satisfactory progress with the delivery or performance of the Funded Activity or is delivering it in a negligent manner
    • c. The Creative Partner becomes insolvent, declared bankrupt or placed into receivership administration or liquidation; or closes down its business
    • d. If any member of the governing body, employee or volunteer of the Creative Partner has committed a Prohibited Act, acted dishonestly, illegally, or negligently
    • e. The Creative Partner provides WDC with any materially misleading or inaccurate information
    • f. The Creative Partner acts in a manner that significantly harms WDC’s reputation or brings WDC into disrepute
    • g. The Creative Partner fails to comply with any of the Terms and Conditions set out in the Grant Funding Agreement and fails to rectify any such failure capable of remedy within 30 days of receiving written notice from WDC detailing the failure.
  • 9.2. In the event of a breach of the Terms and Conditions of this Grant Funding Agreement WDC shall give written notice.
  • 9.3. The Creative Partner shall first be allowed 30 days to remedy the default. If the default is not remedied within such period WDC may terminate the Grant Funding Agreement by further written notice, and the Creative Partner shall refund all Grant payments made to it by WDC under the Grant Funding Agreement.
  • 9.4. The Creative Partner understands and accepts that WDC will accept no liability for any consequences, whether direct or indirect, that may arise from a suspension even if the investigation finds no cause for concern.

10. Dispute Resolution

  • 10.1. The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Grant Funding Agreement.
  • 10.2. The Parties may settle any dispute using a dispute resolution process which they agree.
  • 10.3. If the Parties are unable to resolve a dispute in line with the requirements of clauses 10.1 or 10.2 the dispute may, by agreement between the Parties, be referred to mediation in accordance with the Model Mediation Procedure issued by the Centre for Effective Dispute Resolution (CEDR), or such other mediation procedure as is agreed by the Parties. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation the Party will give notice of the intention to mediate in writing (the ADR Notice) to the other Party, and that latter Party will choose whether or not to accede to mediation. A copy of the ADR Notice should be sent to CEDR, unless other mediation is agreed upon by both parties. If the latter party chooses to accede to mediation, the mediation will start no later than 14 days after the date on which the ADR Notice is sent.
  • 10.4. The performance of the obligations which the Creative Partner has under this Grant Funding Agreement will not cease or be delayed because a dispute has been referred to mediation under Clause 10.3 of this Grant Funding Agreement.

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