Guidance

Annex 2: Terms and conditions

Updated 8 November 2023

Applies to England

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This annex details the terms and conditions of the Farming Equipment and Technology Fund 2023.

Parties

(1) The Secretary of State for Environment, Food and Rural Affairs of Marsham Street London, SW1P 3JR, 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 Agreement Holder identified in the Grant Funding Agreement sent to the successful applicant (“the Agreement Holder”)

Background

(A) The Farming Equipment and Technology Fund 2023 (“the Fund”) is the second round of a grant funding scheme under the Farming Investment Fund and Part 1 of The Agriculture Act 2020 c.21. The Rural Payments Agency (“RPA”) is responsible for delivering the scheme on behalf of the Secretary of State for the Environment, Food and Rural Affairs.

(B) The Authority has agreed to pay the Grant to the Agreement Holder for the purpose of allowing the Agreement Holder to purchase the agreed Items (outlined in Annex 3 or 4) subject to the Agriculture (Financial Assistance) Regulations 2021 as amended (“the Regulations”) and the terms and conditions of their Grant Funding Agreement (“Grant Funding Agreement”).

(C) The Grant Funding Agreement issued to the Agreement Holder specifies the agreed Items and Grant to be paid, and requires them to comply with the Fund specific conditions of grant at Annex 1 of the Manual, and these Terms and Conditions at Annex 2 of the Manual which apply to all Agreement Holders.

(D) Further information and guidance are set out in the remainder of the Manual. The Agreement Holder must read the Manual and make sure that it complies with all relevant requirements as a condition of receiving the Grant.

(E) In the event of any conflict between these terms and conditions and the documents referred to in paragraphs (B), (C) and (D) above, the Regulations shall prevail, followed by these terms and conditions, then the Fund specific conditions of grant at Annex 1, then the Grant Funding Agreement, and then the remainder of the Manual.

1. Definitions and interpretation

In the Grant Funding Agreement the following terms shall have the following meanings:

Agreement Holder: the Agreement Holder identified in the Grant Funding Agreement and their personal representative, employee or agent where applicable under Regulation 2(1).

Application: the application for the Grant submitted by the Agreement Holder containing details about them, their business and the Items they wish to fund.

Auditor: means any of the following:

(a) the Authority’s internal or external auditors

(b) the Authority’s statutory or regulatory auditors

(c) the Comptroller and Auditor General, their staff and/or any appointed representatives of the National Audit Office

(d) HM Treasury or the Cabinet Office

(e) any party formally appointed by the Authority to carry out audit or similar review functions

Authorised person: means a person authorised by the Secretary of State to carry out visits and exercise powers of entry under the Regulations for enforcement purposes.

Authority: the Secretary of State for the 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.

Claim Form: the form provided by the Authority in the Grant Funding Agreement for use by Agreement Holder when requesting payment of the Grant.

Data Protection Legislation:

• the UK General Data Protection Regulation (UK GDPR)
• the Data Protection Act 2018 to the extent that it relates to the processing of Personal Data and privacy
• all applicable law about the processing of Personal Data and privacy, including in each case any domestic law which replaces relevant EU law as a consequence of the UK leaving the European Union

Farming Equipment and Technology Fund 2023 (also “FETF 2023” or “the Fund”): this grant funding scheme run by the Rural Payments Agency on behalf of the Secretary of State for the Environment, Food and Rural Affairs, who has overall responsibility for the Fund pursuant to The Agriculture Act 2020 c.21.

End Date: the date on which the Grant Funding Agreement comes to an end, being five years after the date of payment of any of the Grant.

FOIA: means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.

Grant: the sum to be paid to the Agreement Holder under the Grant Funding Agreement for the purpose of buying the agreed Items.

Grant Funding Agreement: the agreement between the Authority and the Agreement Holder specifying the agreed Items and Grant, and establishing the conditions under which the Authority agrees to pay the Grant, including the Fund specific conditions of grant at Annex 1 of the Manual, and these Terms and Conditions at Annex 2 of the Manual.

Items: the items that the Agreement Holder will purchase using the Grant, as selected from the Annexes to the Manual and duly agreed by both Parties in the Grant Funding Agreement.

Law: is any law, statute, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, byelaw, right within the meaning of Section 4(1) of the 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 Agreement Holder is bound to comply.

Manual: the “Farming Equipment and Technology Fund 2023 Manual” of which these terms and conditions form a part, and which sets out additional requirements and further information for Agreement Holders, as described in clause 5.

Prohibited act:

• Directly or indirectly offering, promising or giving any person working for or engaged by the Authority a financial or other advantage to:

  • induce that person to perform improperly a relevant function or activity or
  • reward that person for improper performance of a relevant function or activity.
• Directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with the Grant Funding Agreement or the Application.
• Committing any other offence under the Bribery Act 2010 or involving fraudulent acts.

Start Date: the date on which the Agreement Holder accepts the Grant Funding Agreement.

Working Day: any day other than a Saturday, a Sunday or a public holiday in England.

Please also note:

1.1 References to clauses are to the clauses of these terms and conditions. Clause headings shall not affect the interpretation of these terms and conditions.

1.2 References to Regulations are to the Agriculture (Financial Assistance) Regulations 2021 No. 405 as amended.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 A reference to a public organisation includes a reference to any successor of that public organisation.

1.7 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

2. Agreement Holder’s declarations:

2.1 The Agreement Holder confirms that:

(a) the declarations made in its Application remain true and accurate to the best of its knowledge;

(b) it has full capacity and authority to enter into the Grant Funding Agreement;

(c) it is not aware of any circumstances which would prevent it from fulfilling its obligations under the Grant Funding Agreement;

(d) if there are any changes to the Agreement Holder’s circumstances which might reasonably be expected to affect its continued entitlement to the Grant, its ability to comply with the Grant Funding Agreement, or the amount of Grant to be paid, it will notify the Authority in writing as soon as reasonably practicable;

(e) it has read and understood and will comply with the Grant Funding Agreement, the Manual, and its Application declaration;

(f) it has not received any funding or allowances from other public sources in respect of the same items or any other obligations it is required to undertake under the Grant Funding Agreement;

(g) it will at all times assist the Authority or any other person in the exercise of their rights under the Grant Funding Agreement;

(h) its obligations under the Grant Funding Agreement do not duplicate and will not duplicate any other legal obligations it would otherwise be required to undertake;

(i) its obligations under the Grant Funding Agreement do not and will not conflict in whole or in part with any other legal or contractual obligations on the Agreement Holder; and

(j) it will comply with all relevant domestic and international Law in the performance of its obligations under the Grant Funding Agreement.

2.2 Subject to any provision to the contrary in the Grant Funding Agreement, the Agreement holder 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 Grant Funding Agreement.

2.3 The Agreement Holder 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 Agreement Holder of any of its obligations under the Grant Funding Agreement unless expressly permitted in writing by the Authority.

2.4 The Agreement Holder undertakes that it shall not provide false or misleading information or intentionally obstruct or fail to assist any person carrying out public functions in connection with the Grant Funding Agreement or carry out a Prohibited Act.

2.5 The Agreement Holder understands that it is an offence to knowingly make a false representation to obtain grant aid for themselves or anyone else, and that such conduct by the Agreement Holder may attract criminal penalties.

2.6 The Agreement Holder shall make its own enquiries as to the accuracy and adequacy of any information on which it relies in connection with the Grant Funding Agreement.

3. Agreement Holder’s obligations

3.1 In applying for and receiving the Grant, the Agreement Holder agrees to comply with these terms and conditions, the Grant Funding Agreement, the Fund specific conditions of grant in Annex 1, and the remainder of the Manual.

3.2 The Agreement Holder shall use the Grant for the purchase of the items only and in accordance with the terms and conditions of the Grant Funding Agreement.

3.3 The Agreement Holder undertakes that any Items funded by the Grant will remain in the Agreement Holder’s ownership and be used and maintained for the purpose and in the manner for which they were intended under this Grant Funding Agreement until the End Date. The Agreement Holder shall not make any change to the ownership or use of any such item before the End Date without the Authority’s prior written consent, otherwise the Authority may seek to recover the Grant.

3.4 The Agreement Holder shall not obtain any funding for the Item(s) from a third party that, in the opinion of the Authority, is likely to bring the reputation of the Fund and/or the Authority into disrepute.

3.5 The Agreement Holder 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.

3.6 The Agreement Holder shall ensure that it does not receive funding or incur expenditure on activities that put the Authority in breach of public procurement rules or the UK’s international obligations in respect of subsidies. The Agreement Holder will take all reasonable steps to assist the Authority to comply with the relevant subsidy control regime and respond to any proceedings or investigation(s) into the Grant Funding Agreement by any relevant court or tribunal of relevant jurisdiction or regulatory body.

4. Term

4.1 The Grant Funding Agreement shall commence on the Start Date and, subject to any earlier termination in accordance with clause 18, it shall continue in force until the End Date.

5. The Manual

5.1 The Agreement Holder 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 Agreement Holder will be notified in writing of any changes.

6. Payment of grant

6.1 To claim payment the Agreement Holder shall submit a valid Claim Form and supporting information to the Authority in accordance with the instructions provided in the Manual and on the Claim Form and by the specified deadline.

6.2 The Authority will check and verify all claims and supporting information before a payment is made and may require the Agreement Holder to provide additional information or evidence in support of a claim within a specified deadline.

6.3 Any failure by the Agreement Holder to submit a valid Claim Form in accordance with the instructions and by the specified deadline, or to provide any additional information or evidence requested by the specified deadline, may result in enforcement action by the Authority, including payment of the Grant being delayed, reduced or withheld. In the most severe cases, the Claim Form may be rejected in its entirety and the Grant Funding Agreement terminated.

6.4 Subject to the Agreement Holder’s compliance with the Grant Funding Agreement, the Grant will be paid by the Authority via BACS transfer directly to the Agreement Holder’s verified business bank or building society account, subject to the necessary funds being available when the payment falls due. The Agreement Holder agrees and accepts that payment of the Grant can only be made to the extent that the funds are available.

6.5 The Agreement Holder must notify the Authority, without delay, of any anticipated or actual changes to the Agreement Holder’s bank or building society account.

6.6 Where the Authority has been notified of an actual or anticipated change to the Agreement Holder’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.

6.7 The amount of the Grant shall not be increased in the event of any overspend by the Agreement Holder in the delivery of its obligations under the Grant Funding Agreement. The amount of Grant shall only be changed through the variation process with written approval by the Authority.

6.8 It is the Agreement Holder’s responsibility to check all payments the Agreement Holder receives from the Authority and notify the Authority immediately if the Agreement Holder has any reason to believe that an error has occurred.

6.9 If the Agreement Holder receives any overpayment or any payment to which the Agreement Holder is not entitled (including in the event of an administrative error), the undue amount must be repaid. This includes (without limitation) situations where an incorrect sum of money has been paid, where the Authority is required to recover Grant under subsidy control Law, or where Grant has been paid in error before the Agreement Holder has complied with all conditions of the Grant Funding Agreement.

7. Change of circumstances

7.1 The Agreement Holder 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 that person to achieve the purpose for which the financial assistance is given in accordance with any agreed standards or timescales; or

(d) the amount of financial assistance awarded or due to be awarded.

7.2 Without prejudice to clause 7.1, notifiable changes of circumstance include but are not limited to the following:

(a) the sale or transfer or all or part of its business to a new owner;

(b) the acquisition by the Agreement Holder of any new business interests which are of significant size or value and may affect the Agreement Holder’s eligibility for the Grant;

(c) the sale or transfer of any land which is capable of having an impact on the ownership or use of the items or any other part of the Grant Funding Agreement;

(d) the granting, termination or expiry of any lease or tenancy which is capable of having an impact on the ownership or use of the items or any other part of the Grant Funding Agreement; or

(e) any material change to the Agreement Holder’s financial circumstances which could affect its ability to carry out the Grant Funding Agreement.

7.3 The Agreement Holder may not grant any legal charge over any asset funded in whole or in part by the Grant without the Authority’s prior written consent.

7.4 The Agreement Holder acknowledges and accepts that a notifiable change of circumstances may have consequences for the Grant Funding Agreement, and the Authority may at its absolute discretion take enforcement action in response in accordance with Regulation 11, for example to reduce the amount of Grant, terminate the Grant Funding Agreement and/or recover all or part of the Grant.

8. Transfer of Grant Funding Agreements

8.1 The Agreement Holder will not transfer, assign, novate or otherwise dispose of the whole or any part of the Grant Funding Agreement or any rights under it, to another organisation or individual, without the Authority’s prior consent.

8.2 Where the Authority is satisfied a change of circumstances will affect one or more of the matters specified in clause 7.1, the Authority may, in its absolute discretion and in accordance with Regulation 11, accept an undertaking for the transfer of all or part of the Grant Funding Agreement in accordance with Regulation 12 to release the Agreement Holder from their obligations under the Grant Funding Agreement but excluding any obligations prior to the date of the Authority’s acceptance of the undertaking. Such undertaking shall be subject to the relevant transfer and transferee complying with the provisions of Regulation 12.

8.3 Clause 8.2 does not release the Agreement Holder in respect of any breach or other matter occurring before the Authority’s acceptance of the transferee’s undertaking.

9. Variations and amendments

9.1 The Authority reserves the right to vary these Terms and Conditions or any other part of the Grant Funding Agreement or the Manual at any time. Any variation will be made in writing and notified to the Agreement Holder in advance. The Authority shall attempt to give such notice as is reasonable and proportionate, having regard to the nature of the variation and its consequences for the Agreement Holder.

9.2 The parties may amend the Grant Funding Agreement by consent where consistent with the Regulations and the purposes of the Fund. No amendments to the Grant Funding Agreement can be made unless expressly agreed in writing by the Authority.

9.3 Further details of the circumstances in which amendments may be permitted and the process to be followed are set out in the Manual.

10. Breach

10.1 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 Agreement Holder is entitled, to terminate this Grant Funding Agreement in accordance with clause 18, or to prohibit the Agreement Holder from receiving financial assistance from other financial assistance schemes under the Agriculture Act 2020 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 Agreement Holder has, at any time, given false or misleading information to the Authority;

(b) the Agreement Holder receives or uses Grant money otherwise than in accordance with the Grant Funding Agreement;

(c) the Agreement Holder has failed to prevent or report actual or anticipated fraud or corruption in relation to the Grant;

(d) the Agreement Holder incurs expenditure using the Grant on activities that breach any Law;

(e) the Agreement Holder is in breach of any of the terms or conditions of the Grant Funding Agreement or requirements of the Manual; or

(f) the Agreement Holder is in breach of any requirement to which they are subject under the Agriculture (Financial Assistance) Regulations 2021 as amended.

10.2 Where the Authority requires any part or all of the Grant to be repaid in accordance with this clause 10 the Agreement Holder shall repay this amount no later than 60 days beginning on the date on which the notification is given. If the Agreement Holder 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.

10.3 In addition to the Authority’s rights pursuant to clause 10.1, the Authority may at its discretion take other actions available to the Authority pursuant to Regulation 24 of the Agriculture (Financial Assistance) Regulations 2021 upon a determination that any of the circumstances as set out in clause 10.1(a) – 10.1(f) has occurred. This shall include but is not limited to:

(a) issuing a warning letter to the Agreement Holder;

(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 Agreement Holder to rectify the breach within a specified period.

10.4 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 Regulations and within the Grant Funding Agreement.

11. Monitoring, access to documents and information and visits

11.1 The Agreement Holder:

(a) will allow access to any land and to any relevant documents or records (or any computer, associated apparatus or material used in connection with them) to which the Grant Funding Agreement and the obligations contained therein relates, to any authorised person for the purpose of carrying out of a site visit or virtual check in accordance with the Regulations;

(b) agrees to disclose or supply all information or evidence as may be required by the Authority in order to verify continued eligibility for and compliance with this Grant Funding Agreement, to review or evaluate the activities carried out under this Grant Funding Agreement and monitor the extent to which their purposes have been achieved, or to review or evaluate the success of the Fund as a whole; and

(c) agrees to assist any person authorised to carry out any such site visit, virtual check, audit or evaluation, and shall provide access to any land, premises, livestock, trees, crops, plants, machinery, equipment, documents or records (or any computer, associated apparatus or material used in connection with them) which may be required.

(d) acknowledges that as a condition of receiving the Grant it may be required to participate in evaluation of the Fund, which may take place during the Grant Funding Agreement or after its expiry or termination; and

(e) understands that its contact details may be disclosed to third parties for evaluation of the Fund, and agrees to assist and cooperate with any person authorised by any public authority to carry out such an evaluation

(f) understands that the Authority may request information from a Third Party for monitoring the Grant Funding Agreement and evaluation of the Fund and will not unreasonably refuse any request for consent to share information for that purpose.

11.2 If any audit or other site visit or virtual check by or on behalf of the Authority demonstrates any non-compliance by the Agreement Holder of the Agreement Holder’s obligations pursuant to the Grant Funding Agreement and/or failure to use the Grant for its purpose under the Fund, the Authority may:

(a) give the Agreement Holder notice specifying the way in which the Agreement Holder’s performance falls short of the requirements of the Grant Funding Agreement or is otherwise unsatisfactory;

(b) require the Agreement Holder to prepare and undertake remedial actions to make good any shortcomings; and/or

(c) exercise its rights in accordance with clause 10.

11.3 Following receipt of a notice in accordance with clause 11.2(a), the Agreement Holder shall, without prejudice to any other rights and remedies the Authority may have:

(a) remedy the cause of such non-compliance as soon reasonably practicable and in any event within a time period agreed with the Authority;

(b) use all reasonable endeavours to immediately minimise the impact of such failure and to prevent such failure from recurring; and

(c) immediately give the Authority such information as the Authority may request regarding what measures are being taken to comply with the obligations in this clause 11 and the progress of those measures until resolved to the satisfaction of the Authority.

12. Maintenance of accounts and records

12.1 The Agreement Holder shall keep accurate and up-to-date accounts and records of the receipt and expenditure of the Grant monies received by it and evidence of its compliance with its obligations under the Grant Funding Agreement which shall comply with any applicable standards and requirements set out in the Grant Funding Agreement, the Manual and in any separate instructions issued to the Agreement Holder.

12.2 The Agreement Holder 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 from the date of the payment. The Authority shall have the right to review the Agreement Holder’s accounts and records relating to the Grant and shall have the right to take copies of such accounts and records.

12.3 The Agreement Holder shall comply with and facilitate the Authority’s compliance with all legal 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 Agreement Holder shall provide any of the information referred to in this clause to the Authority or any other UK public authority (or their authorised representatives or auditors) upon request.

12.5 The Agreement Holder will maintain appropriate records of compliance with the relevant subsidy control regime. Where the grant is made under the Minimal Financial Assistance (MFA) the Agreement Holder will keep a copy of the Grant Funding Agreement and MFA declaration for a period of at least ten years from the date of the payment.

13. Conflict of interest

The Agreement Holder shall put adequate procedures in place to make sure that there is no actual or perceived risk of bias or other conflict of interest that might call into question its eligibility to receive the Grant.

14. Acknowledgement and publicity

14.1 The Authority is required by Law to publish certain specified information about Agreement Holder who have received relevant Grant payments.

14.2 The requirement in clause 14.1 only applies to the Agreement Holder if they have received a total value of relevant payments (as defined in the Regulations) equal to or more than £1,250 in the relevant financial year.

14.3 The specified information shall be published on a searchable database on www.gov.uk, and shall remain on that searchable database for three years from initial publication.

14.4 If the requirement in clause 14.1 applies to the Agreement Holder, the Authority will publish the following specified information:

a. the Agreement Holder’s full name;

b. the post town, and post code and district where:

i. the Agreement Holder is resident, if they are a natural person;

ii. the Agreement Holder’s registered office is located, if they are incorporated (for example, a company); or

iii. the Agreement Holder’s primary base of business is located, if they are unincorporated (for example, a sole trader).

c. the total Grant payments received by the Agreement Holder in the relevant financial year; and

d. a description of the activities financed by the Grant payments.

14.5 The Agreement Holder agrees that the Authority may publish such information about the Agreement Holder’s business and the Grant as is necessary to comply with domestic, European and international Law on subsidy control.

14.6 The Authority may further acknowledge the Agreement Holder’s involvement in the Fund as appropriate without prior notice.

14.7 The Agreement Holder shall comply with all instructions and Manual 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 Agreement Holder for business purposes, and/or a poster, plaque or billboard displayed on the Agreement Holder’s land or premises.

14.8 Where the Agreement Holder uses the name and logo of the Authority 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.

14.9 The Agreement Holder agrees to participate in and co-operate with any promotional and publicity activities relating to the Fund if required to do so by the Authority, and shall comply with all reasonable requests from the Authority to facilitate visits, provide reports, information, data, photographs and case studies that will assist.

15. Data Protection and Information

15.1 The Agreement Holder and the Authority shall comply at all times with their respective obligations under Data Protection Legislation.

15.2 For the purposes of this clause 15 the terms Personal Data, Processor, Controller, Joint Controllers and Data Subjects have the meaning given to them in the UK GDPR.

15.3 The Department for Environment, Food and Rural Affairs is the data controller for personal data the Agreement Holder gives to the Authority. For information on how the Authority handles personal data go to www.gov.uk and search ‘Rural Payments Agency personal information charter’.

15.4 To the extent that the Agreement Holder 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.

15.5 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.

15.6 The parties acknowledge and agree that this Grant Funding 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).

15.7 The Agreement Holder may provide Personal Data relating to the Grant Funding Agreement 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 Agreement Holder will provide the Data Subjects with the fair processing information contained in the privacy notice published by the Authority on www.gov.uk.

15.8 The Agreement Holder agrees the Authority and its representatives may use Personal Data which they provide about their staff and partners to exercise the Authority’s rights under this Grant Funding Agreement and or to administer the Grant or associated activities. The Authority agrees that the Agreement Holder and their representatives may use Personal Data that the Authority provides about its staff to manage its relationship with the Authority.

15.9 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 Agreement Holder, amend this Grant Funding 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 Grant Funding Agreement.

15.10 The provisions of clause 15.1 shall apply for the duration of the Grant Funding Agreement and indefinitely after its expiry.

15.11 The Agreement Holder acknowledges that the Authority is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIR).

15.12 The Agreement Holder shall provide all necessary assistance and cooperation which is reasonably requested by the Authority for the purposes of complying with its obligations under the FOIA and EIR. If the Authority requires the Agreement Holder to supply information pursuant to a FOIA/EIR request, the Agreement Holder shall supply all such information which is within its possession or control within 5 Working Days (or such other period as is reasonably required).

15.13 If the Agreement Holder receives a FOIA/EIR request from a member of the public in connection with the Grant Funding Agreement, it shall not respond to the request but shall forward the request to the Authority within 2 Working Days of receipt.

15.14 The Authority shall determine in its absolute discretion whether any information is exempt from disclosure in accordance with the provisions of FOIA and/or the EIR.

16. Limitation of liability

16.1 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.

16.2 The Authority accepts no liability for any consequences, whether direct or indirect, arising from the Grant Funding Agreement, the use of the Grant by the Agreement Holder, or from the Authority exercising its rights under the Grant Funding Agreement.

16.3 Subject to clause 16.1 and 16.2, the Authority’s total aggregate liability in connection with the Grant Funding Agreement shall not exceed the amount of the Grant.

16.4 The Agreement Holder shall indemnify 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 or omissions of the Agreement Holder in connection with the Grant Funding Agreement.

16.5 The Agreement Holder acknowledges and accepts that if it suffers any losses which prevent it from fulfilling its obligations under the Grant Funding Agreement, the Authority may require the Grant to be repaid or the losses to be made good at the Agreement Holder’s own expense, regardless of whether the Agreement Holder is insured against such losses.

17. Good reasons for breaches

17.1 If the Authority determines that the Agreement Holder has breached the Grant Funding Agreement, and the Agreement Holder (or any person authorised to act on the Agreement Holder’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.

17.2 The Authority will consider the reasons and evidence submitted on a case-by-case basis in deciding whether or not the Agreement Holder is relieved of all or part of its obligations under the Grant Funding Agreement and whether to take enforcement action and will inform the Agreement Holder in writing of its decision.

18. Termination

18.1 The Authority reserves the right to terminate the Grant Funding Agreement on written notice to the Agreement Holder if:

(a) the Agreement Holder has breached the terms of the Grant Funding Agreement or there is a change in circumstances affecting its eligibility to receive the Grant (whether or not the Authority has taken steps to recover the Grant); or

(b) the Agreement Holder has failed to repay any sum which has become recoverable by the Authority.

18.2 In addition to its right to terminate under clause 18.1 above, the Authority may terminate the Grant Funding Agreement and any future Grant payments on giving the Agreement Holder at least six months written notice at any time. Provided that the Agreement Holder is not in breach of the Grant Funding Agreement, Grant payments already paid will not be recoverable in the event of termination under this clause 18.2.

18.3 The Agreement Holder may terminate the Grant Funding Agreement at any time by giving written notice to the Authority. The Agreement Holder understands that in such circumstances it may be required to repay all or part of the Grant and that its obligations under the Grant Funding Agreement shall not cease until such repayment has been made.

19. Consequences of expiry or termination

19.1 Expiry or termination of the Grant Funding 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.

19.2 Expiry or termination of the Grant Funding Agreement shall not affect the continuing rights and obligations of the parties under clauses 10 (Breach), 11 (Monitoring, Access to Documents and Information and Visits), 12 (Maintenance of Accounts and Records), 14 (Acknowledgement and Publicity), 15 (Data Protection and Information), 16 (Limitation of Liability), 19 (Consequences of Expiry or Termination), 20 (Severability), 21 (Waiver), 22 (Notices), 23 (Dispute Resolution), 25 (Joint and Several Liability), 26 (Third Party Rights), 27 (Governing Law) or any other provision in the Grant Funding Agreement or requirement in the Manual which is expressly stated to survive expiry or termination of the Grant Funding Agreement or which is required to give effect to such termination or expiry or the consequences of such termination or expiry.

20. Severability

If any term, condition or provision of the Grant Funding 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, or any other documents referred to in the Grant Funding Agreement.

21. Waiver

No failure or delay by either party to exercise any right or remedy under the Grant Funding Agreement shall be construed as a waiver of any other right or remedy.

22. Notices

22.1 All notices in relation to the Grant Funding 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 Grant Funding Agreement (or any updated address which is subsequently notified by one party to the other). It is the Agreement Holder’s responsibility to notify the Authority of any change to its contact details.

22.2 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.

23. Dispute resolution

Any dispute arising between the parties or any complaint or appeal by the Agreement Holder in connection with the Grant Funding Agreement shall be resolved according to the procedure set out in the Manual.

24. No partnership or agency

The Grant Funding Agreement shall not create any partnership or joint venture between the Authority and the Agreement Holder, nor any relationship of principal and agent, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

25. Joint and several liability

Where the Agreement Holder is not a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into the Grant Funding Agreement on behalf of the Agreement Holder shall be jointly and severally liable for the Agreement Holder’s obligations and liabilities arising under the Grant Funding Agreement.

26. Third Party Rights

The Grant Funding Agreement does not and is not intended to give any benefit to any person who is not a party to the Grant Funding Agreement.

27. Governing law

The Grant Funding Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.