15 Terms and Conditions
The Terms and Conditions of the Countryside Stewardship Facilitation Fund scheme.
These Terms and Conditions include the Facilitator’s obligations for the Facilitation Fund
(1) The Secretary of State for the Department of Environment, Food and Rural Affairs of Seacole Building, 2 Marsham Street, London, SW1P 4DF, acting through the Rural Payments Agency, whose principal address is at North Gate House, 21-23 Valpy Street, Reading, RG1 1AF (the Authority).
(2) The Facilitator identified in the Facilitation Agreement.
(A) The Countryside Stewardship Facilitation Fund supports people and organisations that bring farmers, foresters, and other land managers together to improve the local natural environment at a landscape scale (the “Facilitation Fund”). The Facilitation Fund will be delivered in accordance with Chapter 1, of Part 1 of The Agriculture Act 2020 c.21. to secure greater cooperation amongst farmers and other land managers to deliver the Countryside Stewardship priorities across several holdings.
(B) The Facilitation Fund forms part of the Countryside Stewardship scheme and is funded by the UK Exchequer. The Authority is the delivery body responsible for managing the Countryside Stewardship Facilitation Fund.
(C) The Authority will pay the Grant to the Facilitator for the purpose of delivering Services subject to the Agriculture (Financial Assistance) Regulations 2021 No. 405 as amended (“the Governing Regulations”) and the terms and conditions of their grant funding agreement (“the Facilitation Agreement”).
(D) The Facilitation Agreement comprises these standard Terms and Conditions, and the Facilitation Agreement Offer and Facilitation Plan, which are both individual to the Facilitator. To comply with the Facilitation Agreement the parties will also need to refer to a Group Agreement, the Facilitation Fund Manual (“the Manual”) and related forms as described below.
(E) The Department for the Environment, Food and Rural Affairs (Defra) is the body with overall responsibility for the Countryside Stewardship scheme and may, acting itself or through the Authority, exercise any powers or functions under these terms and conditions and the Facilitation Agreement, including enforcing any terms of the Facilitation Agreement against the Facilitator in accordance with clause 29 (Third Party Rights).
1.1 In these Terms and Conditions and the Facilitation Agreement, the following terms shall have the following meanings:
| Definition | Interpretation |
|---|---|
| 2020 Act | Agriculture Act 2020 c.21 as amended from time |
| Facilitation Agreement Offer | The email issued by the Authority to the Facilitator offering the Facilitation Agreement |
| Application | The application form for the Facilitation Fund and any accompanying documents, as completed and submitted by the Facilitator to the Authority |
| Authority | Has the meaning given to it in paragraph (1) of the Parties to these Terms and Conditions |
| Change Log | The form will be provided by the Authority to the Facilitator after commencement of the Facilitation Agreement and any amendments thereof as notified by the Authority to the Facilitator |
| Commencement date | The date on which the Facilitation Agreement commences as detailed in the Facilitation Agreement Offer |
| Controller | Has the meaning given to it in the Data Protection Legislation |
| Data Protection Legislation | (i) the UK GDPR and any applicable national implementing Laws as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of personal data and privacy; (iii) all applicable Law about the Processing of personal data and privacy |
| Data Subjects | Has the meaning given to it in the Data Protection Legislation |
| Defra | The Department for Environment, Food and Rural Affairs (DEFRA) |
| Expiry date | The date on which the Facilitation Agreement comes to an end |
| Facilitator | Has the meaning given in paragraph (2) of the Parties to these Terms and Conditions |
| Facilitation Fund | Has the meaning given to it in paragraph (A) of the Background to these Terms and Conditions |
| Facilitation Agreement | Has the meaning given to it in paragraph (D) of the Background to these Terms and Conditions, and comprises (a) these Terms and Conditions (b) the Facilitation Plan; and (c) the Facilitation Agreement Offer |
| Facilitation Plan | The document issued by the Authority to the Facilitator, setting out details of the Services and the Grant |
| GOV.UK | The UK government website at www.gov.uk which contains information about the Facilitation Fund |
| Governing Regulations | Means the domestic legislation governing the Facilitation Agreement being The Agriculture (Financial Assistance) Regulations 2021 |
| Grant | The sum specified in the Facilitation Plan, which subject to the Facilitation Agreement, is to be made available to the Facilitator for reimbursement of expenditure validly incurred in undertaking the approved Services |
| Grant Claim | A claim submitted by the Facilitator to the Authority for payment of part or all of the Grant, comprising a Grant Claim and Progress Form together with any supporting documents and evidence required |
| Grant Claim and Progress Form | The form will be provided by the Authority to the Facilitator after commencement of the Facilitation Agreement and any amendments thereof as notified by the Authority to the Facilitator |
| Group | The parties to the Group Agreement, described as such in the Facilitation Fund Application |
| Group Agreement | A valid and binding agreement between the members of the Group to address the Group governance, including but not limited to the operation of the Group, roles of Group Members and dispute resolution procedures. The Agreement must be signed by all Group Members, and any amendments thereof as notified by the Authority to the Facilitator |
| Group Member | A farmer, forester, or land manager with management control of land who is a member of a Group |
| 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 |
| Law | Is any law, statute, subordinate legislation with the meaning of Section 21(1) of the Interpretation Act 1978, byelaw, right within the meaning of Section 4(1) EU Withdrawal Act 2018 as amended by EU (Withdrawal Agreement) Act 2020, regulation, order, regulatory policy, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body with which the Authority or Facilitator is bound to comply |
| Joint Controller | Has the meaning given to it in the Data Protection Legislation |
| Manual | Document which sets out additional requirements, rules that farmers and land managers must follow on the land and further information and guidance for Facilitators, which is available on www.gov.uk |
| Personal Data | Has the meaning given to it in the Data Protection Legislation |
| Processor | Has the meaning given to it in the Data Protection Legislation |
| Project | Has the meaning given to it in the Data Protection Legislation |
| Representatives | Has the meaning given to it in the Data Protection Legislation |
| Services | The services provided by the Facilitator to the Group in the performance of his role as Facilitator as described in the Facilitation Plan |
| UK GDPR | Means the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679), as transposed into UK Law by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 419/2019) |
| Working Day | Any day other than a Saturday, a Sunday, or a public holiday in England |
1.2 References to clauses are to the clauses of these Terms and Conditions, unless otherwise stated. The headings in these Terms and Conditions are inserted for convenience only and shall not affect their construction.
1.3 A reference to a particular law or regulation is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.6 Any words following the term including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
2.1 The Facilitator confirms that:
(a) the declarations made in its Application for the Grant remain true and accurate to the best of its knowledge and belief;
(b) it has full capacity and authority to enter into the Facilitation Agreement;
(c) it has read and understood and will comply with the terms and conditions of the Facilitation Agreement, the Group Agreement and the Manual;
(d) it is not aware of any circumstances which would render it ineligible for the Grant or otherwise prevent it from fulfilling its obligations under the Facilitation Agreement;
(e) if there are any changes to the Facilitator’s circumstances which could affect its eligibility or suitability for the Grant or its ability to fulfil its obligations under the Facilitation Agreement, it will notify the Authority in writing as soon as is reasonably practicable;
(f) all information provided by or on behalf of the Facilitator to the Authority in connection with the Facilitation Agreement is and will remain true and accurate;
(g) the Facilitator has disclosed to the Authority all information which would or might reasonably be thought to influence the Authority in making the Grant offer;
(h) it has not received and will not receive any duplicate funding or allowances from other sources in respect of the same obligations it is required to undertake under the Facilitation Agreement. This includes the charging of membership fees;
(i) its obligations under the Facilitation Agreement do not duplicate and will not duplicate any other legal obligations it would otherwise be required to undertake;
(j) its obligations under the Facilitation Agreement do not and will not conflict in whole or in part with any other legal or contractual obligations on the Facilitator;
(k) the Facilitator and Services will at all times conform with all relevant domestic law in the performance of its obligations under the Facilitation Agreement;
(l) the Services provided to the Group shall correspond with all plans, specifications and particulars set out in the Facilitation Agreement and shall be carried out with all due skill, care, ability, and diligence and in accordance with good industry practice.
2.2 The Facilitator confirms that it has obtained and will maintain and comply with any permits, licences, permissions, consents, approvals, certificates, and authorisations (whether statutory or otherwise) which are required for the performance of its obligations under the Facilitation Agreement. The Facilitator understands that the Facilitation Agreement does not operate as a Site of Special Scientific Interest (SSSI) consent and that if such consent is required it must apply separately in accordance with any instructions provided by the Authority.
2.3 The Facilitator understands that the giving of any approval, consent or acknowledgement, or the review of any document or course of action by or on behalf of the Authority does not relieve the Facilitator of any of its obligations under the Facilitation Agreement unless expressly permitted in writing by the Authority.
2.4 The Facilitator shall be deemed to be in breach of the conditions of the Facilitation Agreement if it dishonestly, knowingly or recklessly provides false or misleading information or intentionally obstructs or fails to assist the Authority or any person carrying out any public functions or exercising any rights or powers in connection with the Facilitation Agreement.
2.5 The Facilitator understands that it is an offence to knowingly or recklessly provide false or misleading information and that such conduct by the Facilitator may attract criminal penalties.
2.6 The Facilitator shall make its own enquiries as to the accuracy and adequacy of any information on which it relies in connection with the Facilitation Agreement.
3.1 The Facilitator shall:
(a) Provide any information requested by the Authority in relation to the Facilitation Agreement and Group Agreement;
(b) Use the Grant to provide the Services to the Group as set out in the Facilitation Plan and in accordance with the Facilitation Agreement, the Manual and Group Agreement;
(d) Submit quarterly and annual reports to the Authority in accordance with the Facilitation Agreement and Manual;
(e) Submit quarterly Grant Claims to the Authority in accordance with the Facilitation Agreement and the Manual;
(f) Seek prior written agreement from the Authority for any proposed significant changes to the Facilitation Agreement; as indicated in Section 7 of the manual;
(g) Update the Change Log with any significant changes required to the Facilitation Agreement or Group Agreement seeking approval by requesting a variation by the Authority;
(h) In applying for and receiving the Grant, the Facilitator agrees to comply at all times with the other provisions of these Terms and Conditions, the Facilitation Agreement as a whole, the Manual and Group Agreement as a condition of receiving the Grant;
(i) Comply with and be subject to all applicable domestic law, including the requirements of the Governing Regulations; and
(j) Comply with and be subject to all other applicable statute, bye-law, regulations, orders, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation.
3.2 Any change to the Group or Group Agreement shall be subject to written agreement by the Authority in accordance with the Manual and the Application.
3.3 Subject to any provision to the contrary in the Terms and Conditions, the Facilitator must not receive any other public funding for the Services. Where other public funding is permitted, full details are set out in the Terms and Conditions and the Manual. If the Facilitator receives any other public funding which is not explicitly permitted in the Terms and Conditions and the manual, the Authority reserves the right to recover the Grant in accordance with clause 9 (Breach) and/or terminate the Facilitation Agreement in accordance with clause 20 (Termination).
3.4 The Facilitator shall not obtain duplicate funding from a third party for the Services or obtain any funding for the Services from a third party that, in the opinion of the Authority, is likely to bring the reputation of the Services and/or the Authority into disrepute.
3.5 The Facilitator shall not use the Grant to fund or cross-subsidise related, linked, parent, subsidiary, partnership, or joint venture operations based in Northern Ireland. Funds from this Grant will solely be used for the purposes of England business operations only.
4.1 The Facilitation Agreement shall commence on the Commencement Date and continue in force until the Expiry Date or, if earlier, the date of earlier termination in accordance with clause 20 (Termination).
4.2 For the avoidance of doubt expiry or termination of the agreement shall not affect the parties’ continuing obligations in accordance with clause 21 (Consequences of expiry or termination). Where delivery milestones have been fully achieved but the budget has not been exhausted the Expiry Date may be extended on one occasion by 6 months, subject to approval by the Authority.
5.1 The Facilitator shall comply with the Manual as a condition of receiving the Grant.
5.2 The Authority reserves the right to update or amend the Manual from time to time. In such circumstances the Facilitator will be notified in writing of any changes.
6.1 The Facilitator shall comply with the Group Agreement as a condition of receiving the Grant.
6.2 The Facilitator shall provide any information requested by the Authority in relation to the Group Agreement. If the Facilitator fails to provide the information requested within the time allowed the Authority reserves the right to terminate the Facilitation Agreement.
6.3 The Authority may require changes to the Group Agreement before approving the same. The Facilitator shall be responsible for obtaining the consent of Group Members to any amended Group Agreement.
7.1 Subject to these Terms and Conditions, the Grant shall be used to reimburse expenditure validly incurred by the Facilitator for the delivery of the Services in accordance with the Facilitation Agreement.
7.2 Unless otherwise explicitly permitted in writing by the Authority, the Grant may not be used to reimburse any expenditure incurred prior to the Commencement Date or after the Expiry Date.
7.3 The Facilitator shall make Grant Claims in respect of eligible costs in accordance with and subject to the requirements and limits set out in the Facilitation Agreement and the Manual.
7.4 The Facilitator shall submit Grant Claims to the Authority quarterly in arrears (or such longer period as the Authority agrees in writing), in accordance with the Grant Claim and Progress Form Submission in Section 4 of the Facilitation Plan.
7.5 To submit a Grant Claim, the Facilitator must provide both
(a) a Grant Claim and Progress Form completed in accordance with the instructions on the form itself and the Manual, and
(b) the required evidence in support. The evidence required in support of a Grant Claim is specified on the Grant Claim and Progress Form and in Section 10, specifically 10.5 of the Manual.
7.6 A Group Agreement must be in place before any Grant will be released to the Facilitator.
7.7 The Grant will be paid directly to the Facilitator’s nominated bank account via BACS transfer by the Authority, subject to the necessary funds being available when the payment falls due. The Facilitator agrees and accepts that payment of the Grant can only be made to the extent that the funds are available.
7.8 Any failure by the Facilitator to submit a Grant Claim in accordance with the instructions (including the provision of any supporting documents necessary to enable the claim to be processed) may result in payment of the Grant being delayed, reduced, or withheld.
7.9 The Authority shall check and verify all Grant Claims before any sum of payment is made and may require the Facilitator to provide additional information or evidence in support of a claim within a specified deadline of 10 working days. If there is any discrepancy between the amount claimed by the Facilitator and the amount the Facilitator is entitled to claim, the Authority may take such actions as it considers necessary pursuant to Regulation 24 of the Governing Regulations. In the most severe cases, the Grant Claim may be rejected in its entirety.
7.10 Any undue payments or overpayments received by the Facilitator must be repaid, including those paid as a result of an administrative error by the Authority.
7.11 The Facilitator shall check any Grant it receives and notify the Authority immediately if it has reason to believe that any error has occurred.
7.12 Payment in full or in part of the Grant claimed under this clause 7 (Payment of Grant) shall be without prejudice to any claims or rights of the Authority or the Group against the Facilitator in respect of the provision of the Services.
7.13 If the Facilitator breaches the terms of the Facilitation Agreement the Authority shall be entitled to take such of the steps as they consider appropriate under Regulation 24 of the Governing Regulations, including but not limited to suspending Grant payments or recovering any Grant paid from the Facilitator, and charge interest.
7.14 The amount of the Grant shall not be increased in the event of any overspend by the Facilitator in the delivery of its obligations under the Facilitation Agreement, unless where agreed through the variation process at clause 22 (Variation).
7.15 Any liabilities arising at the end of the Services including any redundancy liabilities for staff employed or engaged by the Facilitator to deliver the Services must be managed and paid for by the Facilitator. There will be no additional funding available for this purpose.
7.16 The Grant offer has been made on the basis that the costs presented to the Authority take account of all VAT liabilities. Where the project costs increase after the date the parties have entered into this Agreement because an error has been made as to the amount of VAT payable and not recoverable by the Facilitator, the Authority shall be under no obligation to increase the Grant to meet any VAT liability of the Facilitator.
7.17 Onward payment of the Grant and the use of sub-contractors is prohibited (except with the Authority’s prior written approval in accordance with the provisions of clause 31 and shall not relieve the Facilitator of any of its obligations under these Terms and Conditions or the Manual, including the obligation to repay the Grant.
7.18 The Facilitator must notify the Authority, without delay, of any anticipated or actual changes to the Facilitator’s bank or building society account. Where the Authority has been notified of an actual or anticipated change to the Facilitator’s nominated business bank or building society account, the Authority may withhold payments until such time as the Authority is satisfied that the changes have been checked and verified.
8.1 The Facilitator must notify the Authority, as soon as reasonably practicable, of any change in circumstances which might reasonably be expected to affect:
(a) its continued entitlement to the Grant;
(b) its compliance with conditions subject to which the Grant is given;
(c) the ability of the Facilitator to achieve the purpose for which the Grant is given in accordance with any agreed standards or timescales; or
(d) the amount of Grant awarded or due to be awarded.
8.2 The Facilitator acknowledges and accepts that a notifiable change of circumstances may have consequences for the Facilitation Agreement, and the Authority may at its absolute discretion take action in response in accordance with Regulation 11, of the Governing Regulations, for example to reduce the amount of grant, terminate the Facilitation Agreement and/or recover all or part of the Grant.
9.1 The Authority reserves the right to delay, reduce, recover or withhold payment or require repayment of the Grant in whole or in part, to withhold the whole or part of any financial assistance payable under any financial assistance scheme to which the Facilitator is entitled, to terminate this Facilitation Agreement in accordance with clause 20, or to prohibit the Facilitator from receiving financial assistance from other financial assistance schemes under the 2020 Act for a period of up to two years if it determines, after carrying out a proportionate investigation, that any of the following circumstances applies:
(a) the Facilitator or any employee or agent of that person, has at any time, given false or misleading information to the Authority;
(b) the Facilitator receives or uses Grant money otherwise than in accordance with the Facilitation Agreement;
(c) the Facilitator has failed to prevent or report actual or anticipated fraud or corruption in relation to the Grant;
(d) the Facilitator incurs expenditure using the Grant on activities that breach any Law;
(e) the Facilitator is in breach of any of the terms or conditions of the Facilitation Agreement or requirements of the Guide;
(f) the Facilitator is in breach of any requirement to which they are subject under the Governing Regulations as amended.
9.2 Where the Authority requires any part or all of the Grant to be repaid in accordance with this clause 9 the Facilitator shall repay this amount no later than 60 days beginning on the date on which the notification is given. If the Facilitator fails to repay the amount of the Grant required by the Authority within 60 days of a demand (subject to any appeal process) from the Authority for payment, the sum may be withheld from any financial assistance under section 1 of the 2020 Act, and in the alternative will be recoverable summarily as a civil debt, together with interest on that amount calculated in accordance with Regulation 28.
9.3 In addition to the Authority’s rights pursuant to clause 9.1, the Authority may at its discretion take other actions available to the Authority pursuant to Regulation 24 of the Governing Regulations upon a determination that any of the circumstances as set out in clause 9.1(a) – 9.1(f) has occurred. This shall include but is not limited to:
(a) issuing a warning letter to the Facilitator;
b) amending, removing, or replacing a condition subject to which financial assistance is given either temporarily or permanently;
(c) amending, removing, or replacing any agreed standards or timescales either temporarily or permanently; and
(d) permitting the Facilitator to rectify the breach within a specified period
9.4 The Authority may exercise any of its rights or remedies without prejudice to and expressly reserving any and all other rights and remedies of the Authority as contained in the 2020 Act and the Governing Regulations and within the Facilitation Agreement
10.1 The Facilitator shall monitor the delivery and success of the Services to ensure that the aims and objectives of the Facilitation Fund are being met and that the Facilitation Agreement is being adhered to.
10.2 The Facilitator shall provide the Authority with quarterly and annual reports in arrears (or such longer period as the Authority agrees in writing), in accordance with the submission schedule.
10.3 Quarterly reports shall be provided on the Grant Claim and Progress Form completed in accordance with the instructions on the form itself and accompanied by the evidence specified on the form and in the Manual. An Annual report shall be provided in accordance with the format requested by the Authority.
10.4 The Facilitator shall on request provide the Authority with such further information, explanations and documents as the Authority may reasonably require for it to establish that the Grant has been used properly in accordance with the Facilitation Agreement.
10.5 If requested, the Facilitator shall provide the Authority with a final report at the Expiry Date which shall confirm whether the obligations under the Facilitation Plan have been successfully and properly completed and explain the outcomes achieved.
10.6 If the Facilitator fails to provide the Authority with a report, information, explanation, or documents in accordance with the Facilitation Agreement and Manual, the Authority may withhold payment of the Grant. In the case of severe delays, the Authority reserves the right to terminate the Facilitation Agreement.
The Facilitator consents to the Authority or any other person authorised by the Authority carrying out visits to or inspections, either virtually or physically, of the Facilitator’s premises or the provision of the Services in accordance with Part 6 of the Governing Regulations.
Such visits and inspections will be with a minimum of 48 hours’ notice, unless with the prior agreement of the Facilitator. The Facilitator agrees to cooperate and assist with any person authorised to visit or carry out an inspection, and shall permit access to any premises, equipment or documents as are reasonably required for the purposes of the visit or inspection.
12.1 The Facilitator shall keep separate, accurate and up-to-date accounts and records of the receipt of and expenditure relating to the Grant and evidence of its compliance with its obligations under the Facilitation Agreement, which shall comply with any applicable standards and requirements set out in the Facilitation Agreement, the Manual and in any separate instructions issued to the Facilitator.
12.2 The Facilitator shall keep all invoices, receipts, and accounts and any other relevant documents relating to the expenditure of the Grant for a period of at least seven years following the Expiry Date. The Authority shall have the right to review the Facilitator’s accounts and records relating to the Grant and shall have the right to take copies of such accounts and records.
12.3 The Facilitator shall comply with and facilitate the Authority’s compliance with all statutory requirements as regards accounts, audit or examination of accounts, annual reports, and annual returns applicable to itself and the Authority.
12.4 In addition to its obligations to provide information to the Authority, the Facilitator shall, upon request, provide any of the information referred to in clauses 10 (Monitoring and reporting) and 12 (Maintenance of Accounts and Records) to any other UK or their authorised representatives or auditors upon request.
The Facilitator shall, upon request, supply any documents, information, data, reports or written or verbal explanations which may be required by any UK public authority (or their authorised representatives or auditors) in connection with the Facilitation Agreement or the Facilitation Fund.
14.1 The Facilitator understands and agrees that as a condition of receiving the Grant funding it may be required to participate in evaluation processes, which may take place during the Facilitation Agreement or after its expiry or termination.
14.2 The Facilitator understands that its contact details may be disclosed to third parties for evaluation purposes and agrees to assist and cooperate with any person authorised by any UK public authority to carry out such an evaluation.
15.1 The Facilitator shall comply with all instructions and guidance from the Authority in relation to acknowledgement and publicity of the Grant, including using any materials or templates which are provided by the Authority for this purpose. Further details of the publicity requirements applicable to the Facilitation Fund are set out in the Manual.
15.2 In using the Authority’s name and logo (and the name and logo of the UK government body), the Facilitator shall comply with all reasonable branding guidelines issued by the Authority from time to time.
15.3 The Facilitator agrees to participate in and co-operate with promotional activities relating to the Facilitation Fund if required to do so by the Authority.
15.4 The Authority may acknowledge the Facilitator’s involvement in the Facilitation Fund as appropriate without prior notice.
15.5 The Facilitator shall 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 publicity activities.
15.6 The Facilitator agrees that, for each financial year, the Authority shall publish the following information in relation to the Facilitation Agreement:
(a) The full name of the Facilitator
(b) The post town, post code area and district where the Facilitator is resident or located
(c) The total Grant payments received by the Facilitator in that financial year; and
(d) A description of the activities financed by the relevant payments.
15.7 Information published under clause 15.1 shall be published on a searchable database on www.gov.uk [link] and shall remain there for three years from initial publication.
15.8 The Facilitator agrees that the Authority may publish such information about the Facilitator’s business and the grant as is necessary to comply with domestic, European and international Law on subsidy control.
15.9 The Facilitator or Defra may further acknowledge the Facilitator’s involvement in the Fund as appropriate without prior notice.
15.10 The Facilitator shall comply with all instructions and guidance from the Authority in relation to acknowledgement and publicity of the Grant and the Fund, including using any materials or templates which are provided to it for this purpose. Such acknowledgement and publicity may include, where appropriate, a statement on any website operated by the Facilitator for business purposes, and/or a poster, plaque or billboard displayed on the Facilitator’s land or premises.
15.11 Where the Facilitator uses the name and logo of the Authority or Defra, or any other organisation in its publicity, it shall comply with all reasonable branding guidelines or instructions it is given in relation to the use of such name or logo.
15.12 The Facilitator agrees to participate in and co-operate with any promotional and publicity activities relating to the Countryside Stewardship Facilitation Fund if required to do so by the Authority or Defra and shall comply with all reasonable requests from the Authority to facilitate visits, provide reports, statistics, photographs, and case studies that will assist.
16.1 The Authority and the Facilitator 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 or licensed to either the Authority or the Facilitator before the Commencement Date or developed by either party during the period of the Facilitation Agreement, shall remain the property of that party.
16.2 Where the Authority has allowed the Facilitator to use any of its Intellectual Property Rights in connection with the Facilitation Agreement (including without limitation its name and logo), the Facilitator shall, on termination or expiry of the Facilitation Agreement, cease to use such Intellectual Property Rights immediately (subject to any ongoing requirement to use Intellectual Property Rights in compliance with the publicity requirements in clause 15 (Acknowledgement and Publicity).
16.3 The Authority shall have a perpetual, non-exclusive, royalty-free, sub-licensable licence to use any Intellectual Property Rights created by the Facilitator in connection with the Facilitation Agreement.
17.1 The Facilitator and the Authority shall comply at all times with their respective obligations under Data Protection Legislation.
17.2 For the purposes of this clause 17 the terms Personal Data, Processor, Controller, Joint Controllers and Data Subjects have the meaning given to them in the UK GDPR.
17.3 Defra is the Controller of any Personal Data the Facilitator gives to the Authority. Read information on how the Authority handles personal data on GOV.UK.
17.4 To the extent that the Facilitator and the Authority share any Personal Data for the purposes of this Grant, the parties accept that they are each a separate independent Controller in respect of such Personal Data. Each party:
(a) shall comply with applicable Data Protection Legislation in respect of its processing of such Personal Data;
(b) shall be individually and separately responsible for its own compliance;
(c) does not and shall not process any Personal Data as Joint Controllers.
17.5 Each party shall, with respect to its processing of Personal Data as independent Controller, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, that shall, at a minimum, comply with the requirements of the Data Protection Legislation.
17.6 The parties acknowledge and agree that this Facilitation 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).
17.7 The Facilitator may provide Personal Data relating to the Project to the Authority and the Authority will be an independent Controller in its own right of such Personal Data. Prior to providing any Personal Data to the Authority the Facilitator will provide the Data Subjects with the fair processing information contained in the privacy notice published by the Authority on www.gov.uk The Department for Environment, Food and Rural Affairs is the data controller for personal data you give to RPA. Read information on how we handle personal data on GOV.UK.
17.8 The Facilitator agrees the Authority and its Representatives may use Personal Data which they provide about their staff and partners involved in the Services to exercise the Authority’s rights under this Facilitation Agreement and or to administer the Grant or associated activities. Furthermore, the Authority agrees that the Facilitator and their Representatives may use Personal Data that the Authority provides about its staff involved in the Services to manage its relationship with the Authority.
17.9 The parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Authority may, on not less than 30 working days’ notice to the Facilitator, amend this Facilitation Agreement to ensure that it complies with Data Protection Legislation and any guidance issued by the Information Commissioner’s Office. Each party will, at its own cost, implement any measures required for it to comply with requirements or recommendations of guidance issued by the Information Commissioner’s Office and with the terms of this Facilitation Agreement.
17.10 The provisions of clause 17.1 shall apply for the duration of the Facilitation Agreement and indefinitely after its expiry.
17.11 The Facilitator acknowledges that Defra and the Authority is subject to the requirements of the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (“EIRs”).
17.12 The Facilitator shall provide all necessary assistance and cooperation which is reasonably requested by the Authority or Defra for the purposes of complying with their obligations under FOIA and EIRs. If they require the Facilitator to supply information pursuant to a FOIA/EIRs request, the Facilitator shall supply all such information which is within its possession or control within 5 Working Days from the date of the request by the Authority or Defra (or such other period as the Authority may reasonably require).
17.13 If the Facilitator receives a FOIA/EIR request from a member of the public, the Facilitator shall not respond to the request but shall forward the request to the Authority within 2 Working Days of receipt.
17.14 The Authority shall determine in its absolute discretion and in accordance with its obligations under Data Protection Legislation, whether any information is exempt from disclosure in accordance with the provisions of FOIA and/or the EIRs.
18.1 Neither party excludes or limits its liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
18.2 The Authority accepts no liability for any consequences, whether direct or indirect, that may come about from the Facilitator’s provision of the Services, the provision of the Grant or from the Authority exercising its rights under the Facilitation Agreement.
18.3 The Facilitator shall indemnify and hold harmless the Authority and any persons acting on the Authority’s behalf against all claims, demands, actions, costs, expenses, losses, damages, and all other liabilities arising as a result of the actions and/or omissions of the Facilitator in relation to the Facilitation Agreement or its obligations to third parties.
18.4 Subject to clauses 18.1 and 18.2, the Authority’s total aggregate liability in connection with the Facilitation Agreement shall not exceed the amount of the Grant.
18.5 The Facilitator acknowledges and accepts that if it suffers any losses which prevent it from fulfilling its obligations under the Facilitation Agreement, the Authority may require the Grant to be repaid or the losses to be made good at the Facilitator’s own expense, regardless of whether the Facilitator is insured against such losses.
19.1 If the Authority determines that the Facilitator has breached the Facilitation Agreement, and the Facilitator (or any person authorised to act on the Facilitator’s behalf) has informed the Authority of good reasons for the breach, and submitted evidence in support of those reasons, the Authority may decide that no enforcement action is required.
19.2 The Authority will consider the reasons and evidence submitted on a case-by-case basis in deciding whether or not the Facilitator is relieved of all or part of its obligations under the Facilitation Agreement and whether to take enforcement action and will inform the Facilitator in writing of its decision.
20.1 The Authority reserves the right to terminate the Facilitation Agreement and payment of the Grant for the unexpired period of the Facilitation Agreement on written notice to the Facilitator with immediate effect and without compensation if:
(a) the Facilitator has breached the terms of the Facilitation Agreement and (if such breach is capable of remedy) has failed to remedy such breach within the specified period in which to do so in writing by the Authority;
(b) there is a notifiable change in circumstances under clause 8 (whether or not the Authority has taken steps to recover the Grant;
(c) the Facilitator has failed to repay any sum which has become recoverable by the Authority under the Facilitation Agreement;
(d) the Authority has made a determination under regulation 20 of the Governing Regulations.
20.2 If the Authority terminates the Facilitation Agreement under clause 20.1 above, it reserves the right to prohibit the Facilitator from entering into a new agreement under any financial assistance scheme(s) under section 1 of the 2020 Act for up to two years from the day after the date of termination.
20.3 In addition to its right to terminate under clause 20.1 above, the Authority may terminate the Facilitation Agreement and any future Grant payments at any time on giving the Facilitator three months’ written notice. Provided that the Facilitator is not in breach of the Facilitation Agreement, Grant payments already paid will not be recoverable.
20.4 The Facilitator may terminate the Facilitation Agreement by giving a minimum of three months’ written notice to the Authority. The Facilitator understands that it may be required to repay all or part of the Grant and that its obligations under the Facilitation Agreement shall not cease until such repayment has been made.
21.1 Expiry or termination of the Facilitation 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.
21.2 Expiry or termination of the Facilitation Agreement shall not affect the continuing rights and obligations of the parties under clauses 9 (Breaches) 13 (Access to Documents and Information), 11 (Site Visits), 12 (Maintenance of Accounts and Records), 14 (Evaluation), 15 (Acknowledgement and Publicity), 16 (Intellectual Property Rights), 17 (Data and Information), 18 (Insurance and Limitation of Liability), 21 (Consequences of Expiry or Termination), 23 (Severability), 24 (Waiver), 25 (Notices), 26 (Dispute resolution, complaints and appeals), 28 (Joint and Several Liability), 29 (Third Party Rights), 30 (Governing Law and jurisdiction) or any other provision in the Facilitation Agreement or Manual which is expressly stated to survive expiry or termination of the Facilitation Agreement or which is required to give effect to such termination or expiry or the consequences of such termination or expiry.
22.1 The Authority reserves the right to vary the Facilitation Agreement. Any variation will be effected in writing and the Facilitator shall be notified 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 for the Facilitator.
22.2 Any amendment or variation proposed by the Facilitator to the provisions of the Facilitation Agreement will not be effective unless approved in writing by the Authority.
22.3 The Facilitator will keep a record of any amendments or variations it proposes which the Authority approves in the Change Log.
If any term, condition or provision of the Facilitation 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 of any other documents referred to in the Facilitation Agreement.
No failure or delay by either party to exercise any right or remedy under the Facilitation Agreement shall be construed as a waiver of any other right or remedy.
25.1 All notices and other communications in relation to the Facilitation Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, emailed, or mailed (first class postage prepaid) using the contact details set out in the Offer Letter (or any updated address which is subsequently notified by one party to the other). It is the Facilitator’s responsibility to notify the Authority of any change to its contact details.
25.2 If personally delivered or if emailed all such notices 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 notices shall be deemed to have been given and received on the second Working Day following such mailing.
25.3 General communications concerning the Facilitation Fund which are not personal to the Facilitator may be published online.
Any dispute arising between the parties or appeal made by the Facilitator shall be resolved according to the Authority’s complaints procedure and in accordance with section 13 of the Manual.
The Facilitation Agreement shall not create any partnership or joint venture between the Authority and the Facilitator, 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 Facilitator is neither a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into this Facilitation Agreement on behalf of the Facilitator shall be jointly and severally liable for the Facilitator’s obligations and liabilities arising under the Facilitation Agreement.
29.1 Subject to clause 29.2 below, the Facilitation Agreement does not and is not intended to confer any benefit on any person who is not a party to the Facilitation Agreement.
29.2 The terms of the Facilitation Agreement may be enforced and recovery of any Grant may be sought by Defra, which shall be entitled to receive the benefit of the Facilitation Agreement as if it were the Authority.
Subject to clause 26 (Dispute resolution, complaints and appeals), the Facilitation 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.
31.1 A reference to a public organisation includes a reference to any successor to such public organisation.
31.2 The Facilitator acknowledges that the Grant is non-transferable and the Facilitator may not, and agrees not to attempt or purport to, assign or transfer the Grant, the Facilitation Agreement or any of its rights under the Facilitation Agreement.
31.3 The Facilitator shall not assign, sub-contract or in any other way dispose of the Services or any part of them without the prior written consent of the Authority or in accordance with the Manual. Sub-contracting any part of the Services shall not relieve the Facilitator of any obligation or duty attributable to the Facilitator. The Facilitator shall be responsible for the acts and omissions of its sub-contractors as though they are its own.