Fund terms and conditions

Read the full terms and conditions for our Non-household Water Efficiency Innovation Fund below.

If the Applicant is awarded a Grant, the parties shall enter into a Grant Agreement based on, and governed by, the terms set out below.

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Applicable Laws: all applicable laws, statutes, regulations, regulatory guidance and codes from time to time in force.

Anti-bribery Laws: all Applicable Laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010 and any guidance or codes of practice issued by the government pursuant to or concerning the Bribery Act 2010.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Change of Control: any change of control of the Recipient or any person who controls the Recipient. Control means the possession by a person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and controls will be interpreted accordingly.

Commencement Date: this agreement shall commence on the date on which the last Party signs it.

Confidential Information: all information in any medium or format that one party discloses to the other party, whether before or after the Commencement Date, in connection with this agreement and which is designated as confidential or that ought reasonably to be considered to be confidential. It includes information of a confidential nature relating to the business, operations, plans, customers, suppliers, Intellectual Property Rights and know-how of the other party. It does not include information that:

is or becomes publicly known (other than as a result of the receiving party's breach);
can be shown by the receiving party to have been known to it on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.

Data Protection Legislation: all Applicable Laws relating to the processing of personal data and privacy, including the UK GDPR, the Data Protection Act 2018 and the guidance and codes of practice issued by the Information Commissioner.

Default Event: an event or circumstance set out in clause 13.2.

Duplicate Funding: funding provided by a third party to the Recipient that is for the same purpose for which the Grant was made but has not been declared to the

Grant: the sum or sums to be paid to the Recipient in accordance with this agreement.

Grant Manager: the individual who has been nominated to represent the Funder for the purposes of this agreement.

Grant Period: the period for which the Grant is awarded as set out in Schedule 1.

Intellectual Property Rights: all patents, rights to inventions, trade marks, business names and domain names, rights in get-up and logos, copyrights, design rights, database rights, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications for registration and rights to apply for and be granted renewals or extensions of any of these rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Know-How: information, data, know-how or experience whether patentable or not and including but not limited to any technical and commercial information relating to research, design, development, manufacture, use or sale.

Prohibited Act:

(1) directly or indirectly offering, giving or agreeing to give to any servant of the Funder any gift or consideration of any kind as an inducement or reward for:

doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this agreement [or any other agreement with the Funder; or
showing or not showing favour or disfavour to any person in relation to this agreement or any other agreement with the Funder;

(2) committing any offence:

under the Anti-bribery Laws;
under legislation creating offences in respect of fraudulent acts; or
at common law in respect of fraudulent acts in relation to this agreement or any other agreement with the Funder; or

(3) defrauding or attempting to defraud or conspiring to defraud the Funder.

Project: the project described in Schedule 1.

Project Manager: the individual who has been nominated to represent the Recipient for the purposes of this agreement.

Representatives: a party's duly authorised directors, employees, officers, agents, professional advisers and consultants.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax chargeable in the UK.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), and any Crown body.

1.3 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.4 A reference to writing or written includes email but not fax.

1.5 Any words following the terms including, include, in particular, for example or any similar expression will be interpreted as illustrative and will not limit the sense of the words preceding those terms.

2. Purpose of Grant

2.1 The Recipient will use the Grant only for the delivery of the Project and in accordance with the terms and conditions set out in this agreement.

2.2 The Recipient will not make any significant change to the Project without the Funder's prior written agreement.

3. Payment of Grant

3.1 Subject to clause 13, the Funder shall pay the Grant to the Recipient in accordance with Schedule 2, subject to the necessary funds being available when payment falls due. The Recipient agrees and accepts that payments of the Grant can only be made to the extent that the Funder has available funds.

3.2 No Grant shall be paid unless and until the Funder is satisfied that such payment will be used for proper expenditure in the delivery of the Project.

3.3 The grant will be transferred directly into the Recipient’s bank account.

3.4 The amount of the Grant shall not be increased in the event of any overspend by the Recipient in its delivery of the Project.

3.5 The Recipient shall promptly repay to the Funder any money incorrectly paid to it either as a result of an administrative error or otherwise. This includes (without limitation) situations where either an incorrect sum of money has been paid or where Grant monies have been paid in error before all conditions attaching to the Grant have been complied with by the Recipient.

4. Use of Grant

4.1 The Grant shall be used by the Recipient for the delivery of the Project in accordance with the agreed budget set out in Schedule 3. For the avoidance of doubt, the amount of the Grant that the Recipient may spend on any item of expenditure listed in column 1 of Schedule 3 shall not exceed the corresponding sum of money listed in column 2 without the prior written agreement of the Funder.

4.2 Where the Recipient has obtained funding from a third party in relation to its delivery of the Project (including without limitation funding for associated administration and staffing costs), the amount of such funding shall be included in the budget in Schedule 3 together with a clear description of what that funding shall be used for.

4.3 The Recipient shall not use the Grant to:

make any payment to members of its Governing Body;
purchase buildings or land; or
pay for any expenditure commitments of the Recipient entered into before the Commencement Date, unless this has been approved in writing by the Funder.

4.4 The Recipient shall not spend any part of the Grant on the delivery of the Project after the Grant Period.

4.5 Should any part of the Grant remain unspent at the end of the Grant Period, the Recipient shall ensure that any unspent monies are returned to the Funder.

4.6 Any liabilities arising at the end of the Project including any redundancy liabilities for staff employed by the Recipient to deliver the Project must be managed and paid for by the Recipient using the Grant or other resources of the Recipient. There will be no additional funding available from the Funder for this purpose.

5. Accounts and records

5.1 The Recipient must ensure that the Grant is shown in its accounts as a restricted fund and is not included under general funds.

5.2 The Recipient will keep separate, accurate and up-to-date accounts and records of the receipt and expenditure of the Grant monies received by it.

5.3 The Recipient will keep all invoices, receipts, accounts and other relevant documents relating to the expenditure of the Grant for a period of at least [six] years following receipt of any Grant monies to which they relate.

5.4 At any time during the Grant Period and for up to six years after it, the Funder may review the Recipient's accounts and records that relate to the expenditure of the Grant and may take copies of those accounts and records. The Recipient grants to the Funder and its Representatives full access to the Recipient's accounts, records and premises for the purposes of carrying out an audit under this clause 5.4.

5.5 The Recipient will comply, and facilitate the Funder's compliance, with all statutory requirements as regards accounts, audit or examination of accounts, annual reports and annual returns applicable to itself and the Funder.

6. Monitoring and reporting

6.1 The Recipient will closely monitor the delivery and success of the Project throughout the Grant Period to ensure that the aims and objectives of the Project are being met and that this agreement is being adhered to.

6.2 The Recipient shall keep separate, accurate and up-to-date accounts and records of the receipt and expenditure of the Grant monies received by it.

6.3 The Recipient 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 six years following receipt of any Grant monies to which they relate. The Funder shall have the right to review, at the Funder's reasonable request, the Recipient's accounts and records that relate to the expenditure of the Grant and shall have the right to take copies of such accounts and records.

6.4 The Recipient shall comply and facilitate the Funder's compliance with all statutory requirements as regards accounts, audit or examination of accounts, annual reports and annual returns applicable to itself and the Funder.

7. Financial management

7.1 The Recipient must at all times comply with Anti-bribery Laws.

7.2 The Recipient must have sound administration and audit processes, including internal financial controls, to safeguard against fraud, theft, corruption, money laundering, terrorist financing or any other impropriety or mismanagement in connection with the administration of the Grant (Financial Irregularity).

7.3 The Recipient must notify the Funder of all cases of Financial Irregularity (whether proven or suspected) relating to the Project or in the use of the Grant as soon as they are identified. The Recipient will:

explain to the Funder what steps are being taken to investigate the irregularity;
keep the Funder informed about the progress of any investigation;
assist the Funder in any investigations it initiates; and
refer the matter to external auditors or another third party if required to do so by the Funder.

7.4 If the Funder suspects any Financial Irregularity in relation to the Project, the Funder may do one or more of the following:

suspend future payments of the Grant;
insist that the Recipient addresses the Financial Irregularity; and
require the Recipient to provide any assistance required by the Funder to recover misused Grant funds.

8. Acknowledgement and publicity

8.1 The Recipient must acknowledge the support of the Funder, including an acknowledgement of the Funder as the source of the Grant, in:

its annual report and accounts;
any other materials that refer to the Project; and
any written or spoken public presentations about the Project.

Each acknowledgement must include the Funder's name and logo.

8.2 In using the Funder's name and logo, the Recipient must comply with all reasonable branding guidelines issued by the Funder from time to time.

8.3 The Funder may publicise the Grant and details of the Project, using the Recipient's name and logo and any information gathered from its initial Grant application or any reports submitted to the Funder under this agreement, without prior notice.

8.4 The Recipient agrees to participate in and co-operate with promotional activities relating to the Project that may be instigated or organised by the Funder.

8.5 The Recipient will comply with all reasonable requests from the Funder to facilitate visits and provide reports, statistics, photographs and case studies that will assist the Funder in its promotional and fundraising activities relating to the Project.

9. Intellectual Property Rights

9.1 All rights, title and interest in or to any Intellectual Property Rights owned by or licensed to the Funder or the Recipient before the Commencement Date, or developed by either party during the Grant Period, will remain the property of that party.

9.2 Other than as expressly set out in this agreement, neither party will have any right to use any of the other party's Intellectual Property Rights without the other party's prior written consent.

9.3 The Recipient grants to the Funder a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, worldwide licence to use all materials (including all reports provided to the Funder on the Grant) and Intellectual Property Rights produced by the Recipient or its Representatives in relation to the Grant for the Funders business operations as a statutory water and sewage undertaker. The Funder shall not commercially exploit, license, assign or otherwise make available the Recipients foreground IP or project data to any third party for commercial purposes without the Recipient’s prior written consent.

9.4 Where the Funder has provided the Recipient with any of its Intellectual Property Rights for use in connection with the Project (including its name and logo), the Recipient must, on termination of this agreement, cease to make any further use of those Intellectual Property Rights.

10. Confidentiality

10.1 Each party undertakes that it will, during the term of this agreement and for a period of two (2) years after termination or expiry of it, keep secret and confidential all Confidential Information, Intellectual Property or Know-How of the other party and will not disclose that information to any person except where disclosure is exaly permitted by this agreement or expressly authorised in writing by the other party.

10.2 The Recipient may disclose the Funder's Confidential Information to those persons who need to know that information for the purposes of carrying out the Project (Permitted Recipients). The Recipient must ensure that its Permitted Recipients are aware of and comply with its obligations of confidentiality in this agreement. The Recipient must not, and must procure that its Permitted Recipients do not, use any of the Funder's Confidential Information, Intellectual Property Rights or Know-How for any purpose other than as necessary for the Project.

10.3 Nothing in this clause 10 prevents the Funder from disclosing any Confidential Information of the Recipient:

at the time of its disclosure by the disclosing party is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this Agreement by the receiving party;
is already known to the receiving party as evidenced by written records at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence; or
is at any time after the date of this Agreement acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of the obligations owed by that party to the disclosing party.

11. Environmental Information Regulations

11.1 The Recipient acknowledges that the Funder is subject to the requirements of the Environmental Information Regulations 2004 (SI 2004/3391) (EIRs). In this clause, Request for Information means a request for information or an apparent request under the FOIA or the EIRs.

11.2 The Recipient will:

provide all necessary assistance and co-operation as reasonably requested by the Funder to enable the Funder to comply with its obligations under the EIRs;
transfer to the Funder all Requests for Information relating to this agreement that it receives as soon as practicable and in any event within two Business Days of receipt;
provide the Funder with a copy of all information requested in the Request for Information which is in its possession or control in the form that the Funder requires within five Business Days (or any shorter period that the Funder may reasonably specify) of the Funder's request for that information; and
not respond directly to a Request for Information unless authorised in writing to do so by the Funder.

11.3 The Recipient acknowledges that the Funder may be required under the EIRs to disclose information without consulting or obtaining consent from the Recipient. The Funder will take reasonable steps to notify the Recipient of a request for information that directly relates to the Recipient to the extent that it is permissible and reasonably practicable for it to do so. Notwithstanding any other provision in this agreement, the Funder will be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the EIRs.

11.4 The Recipient acknowledges and agrees that the Funder may:

publish this agreement, including any changes to it, in any medium in its entirety (but with any Confidential Information redacted); and
share details of the Grant, including the Recipient's name and the purpose of the Project, with the UK government and other public authorities and publish details of the Grant on government databases and public registers.

12. Data protection

12.1 In this clause, the terms controller, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meaning given to them in the Data Protection Legislation.

12.2 This clause sets out the framework for the sharing of personal data between the parties as controllers. The Funder may use personal data that the Recipient shares about its Representatives and business partners to administer the Grant and exercise its rights under this agreement. The Recipient may use personal data that the Funder shares about its Representatives to manage the Grant and its relationship with the Funder. The personal data to be shared by one party with the other party under this clause 12 is the Shared Personal Data. The permitted uses of Shared Personal Data set out in this clause 12 are the Agreed Purposes.

12.3 Each party will comply with all applicable requirements of Data Protection Legislation that arise in connection with the operation of this agreement. In particular, each party will:

ensure that it has all necessary notices and consents and lawful bases in place to enable the lawful transfer of Shared Personal Data to the other party for the Agreed Purposes;
ensure that it only shares personal data with the other party to the extent required in connection with the Grant;
process the other party's Shared Personal Data only for the Agreed Purposes; and
ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Shared Personal Data received from the other party and against accidental loss or destruction of, or damage to, that personal data.

12.4 Each party will assist the other in complying with all applicable requirements of the Data Protection Legislation in relation to the Shared Personal Data. In particular, each party will:

provide the other party with reasonable assistance in complying with any request from a data subject to exercise any of their rights under Data Protection Legislation in relation to Shared Personal Data (data subject rights request);
promptly inform the other party about the receipt of any data subject rights request where the request is directed to the other party or relates to its processing of personal data and forward the request to the other party;
provide the other party with reasonable assistance in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, data protection impact assessments and consultations with the Information Commissioner or other regulators;
notify the other party promptly and in any event within 24 hours, on becoming aware of any personal data breach relating to Shared Personal Data provided by the other party and do all things reasonably necessary to restore security and assist the other party in mitigating the effects of the personal data breach and informing regulators and data subjects; and
not retain or process the other party's Shared Personal Data for longer than is necessary to perform this agreement, unless otherwise required by Applicable Law.

13. Withholding, reducing and repayment of Grant

13.1 The Funder's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Funder's other rights and remedies, the Funder may exercise its rights in clause 13.2 if:

the Recipient fails to comply with any of its obligations under this agreement and that failure is material or persistent in the Funder's reasonable opinion;
the delivery of the Project does not start within six months of the Commencement Date and the Recipient has failed to provide the Funder with a reasonable explanation (in the Funder's reasonable opinion) for the delay;
the Funder (acting reasonably) considers that the Recipient has not made satisfactory progress with the delivery of the Project;
the Recipient is, in the reasonable opinion of the Funder, delivering the Project in a negligent manner, which includes failing to prevent or report actual or anticipated Financial Irregularity;
the Recipient applies for or obtains Duplicate Funding for the Project;
the Recipient obtains funding from a third party which, in the reasonable opinion of the Funder, undertakes activities that are likely to bring the reputation of the Project or the Funder into disrepute
the Recipient provides the Funder with any materially misleading or inaccurate information;
the Recipient commits or committed a Prohibited Act;
any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or (b) taken any actions which, in the reasonable opinion of the Funder, bring or are likely to bring the Funder's name or reputation into disrepute;
the Recipient ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation);
the Recipient becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or
the Recipient fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within 30 days of receiving written notice detailing the failure.

13.2 Where the Funder determines that a Default Event has or may have occurred, the Funder will notify the Recipient to that effect, setting out any relevant details and any action it intends to take or has taken. The Funder may take any one or more of the following actions:

suspend or withhold payment of the Grant;
reduce the Maximum Sum;
require the Recipient to repay all or any part of the Grant previously paid to the Recipient; and
terminate this agreement.

13.3 Should the Recipient be subject to financial or other difficulties which are capable of having a material impact on its effective delivery of the Project or compliance with this agreement, it will notify the Funder as soon as possible so that, if possible and without creating any legal obligation, the Funder will have an opportunity to provide assistance in resolving the problem or to take action to protect the Funder and the Grant monies.

14. Limitation of liability

14.1 The Funder accepts no liability for any consequences, whether direct or indirect, that may come about from the Recipient running the Project, the use of the Grant or from withdrawal of the Grant. The Recipient shall indemnify and hold harmless the Funder, its employees, agents, officers or sub-contractors with respect to all claims, demands, actions, costs, expenses, losses, damages and all other liabilities arising from or incurred by reason of the actions and/or omissions of the Recipient in relation to the Project, the non-fulfilment of obligations of the Recipient under this Agreement or its obligations to third parties.

14.2 Subject to clause 14.1, the Funder's liability under this Agreement is limited to the payment of the Grant.

14.3 Nothing in this agreement limits any liability which cannot legally be limited.

15. Warranties

15.1 The Recipient warrants, undertakes and agrees that:

it has all necessary resources and expertise to deliver the Project (assuming due receipt of the Grant);
it has not committed, nor shall it commit, any Prohibited Act;
it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify the Funder immediately of any significant departure from such legislation, codes or recommendations;
it shall comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Project;
it has and shall keep in place adequate procedures for dealing with any conflicts of interest;
it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction;
all financial and other information concerning the Recipient which has been disclosed to the Funder is to the best of its knowledge and belief, true and accurate;
it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Grant;
it is not aware of anything in its own affairs, which it has not disclosed to the Funder or any of the Funder's advisers, which might reasonably have influenced the decision of the Funder to make the Grant on the terms contained in this Agreement; and
since the date of its last accounts there has been no material change in its financial position or prospects.

16. Insurance

16.1 The Recipient will, during the Grant Period and for a period of six years after termination or expiry of this agreement, effect and maintain adequate insurance with a reputable insurance company to cover claims under this agreement and any other claims that may be brought against it in connection with the Project, including for death or personal injury, loss of or damage to property or any other loss (Required Insurance).

16.2 The Recipient will (on request) supply to the Funder evidence from its insurers that the Required Insurance is in place and confirmation that the relevant premiums have been paid.

17. VAT

17.1 The Grant is not consideration for any taxable supply for VAT purposes.

17.2 If VAT is held to be chargeable in respect of this agreement, all payments will be deemed to be inclusive of VAT and the Funder will not be obliged to pay any additional amount by way of VAT.

18. Duration

18.1 This agreement will apply from the Commencement Date and continue until the expiry of the Grant Period unless it is terminated earlier in accordance with its terms.

18.2 Any obligations under this Agreement that remain unfulfilled following the expiry or termination of the Agreement shall survive such expiry or termination and continue in full force and effect until they have been fulfilled.

19. Termination

The Funder may terminate this Agreement and any Grant payments on giving the Recipient three months' written notice should it be required to do so by financial restraints or for any other reason.

20. Change of Control

The Recipient will notify the Funder as soon as the Recipient is aware (or reasonably should be aware) that it is undergoing or has undergone a Change of Control, provided that notification is permitted by Applicable Laws. The Recipient will ensure that its notice sets out full details of the Change of Control, including the circumstances explaining it.

21. Assignment

The Recipient may not, without the prior written consent of the Funder, assign, transfer, novate or in any other way dispose of the whole or any part of this agreement to any third party.

22. Notices

All notices and other communications in relation to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, e-mailed, or mailed (first class postage prepaid) to the address of the relevant party, as referred to above or otherwise notified in writing. If personally delivered or if e-mailed all such communications shall be deemed to have been given when received (except that if received on a non-working day or after 5.00 pm on any working day they shall be deemed received on the next working day) and if mailed all such communications shall be deemed to have been given and received on the second working day following such mailing.

23. Dispute resolution

23.1 In the event of any dispute between the parties (which does not relate to the Funder's right to withhold, reduce or recover funds or terminate this agreement), the matter will first be referred for resolution to the Project Manager and the Grant Manager.

23.2 Should the dispute remain unresolved within 14 days of the matter being referred to the Project Manager and the Grant Manager, either party may refer the matter to a formal meeting between the Chief Executive of the Funder and a nominated representative of the Recipient.

24. No partnership or agency

This Agreement shall not create any partnership or joint venture between the Funder and the Recipient, nor any relationship of principal and agent, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

25. Joint and several liability

Where the Recipient is neither a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into and sign this Agreement on behalf of the Recipient shall be jointly and severally liable for the Recipient's obligations and liabilities arising under this Agreement.

26. Contracts (Rights of Third Parties) Act 1999

This Agreement does not and is not intended to confer any contractual benefit on any person pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999.

27. Governing law

This agreement is governed by and will be construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

This agreement has been entered into on the date stated at the beginning of it.