Definitions

In the Funding Agreement the following words shall have the following meanings:

• “Activity” and “Activities” refers to the specific activity/activities and/or project(s) to which the Beneficiary shall apply the Award or any part of the Award and which are detailed in the Application Form and on the basis of which the Trust is willing to grant the Award to the Beneficiary as may be varied by agreement in writing of the Trust and the Beneficiary;
• “Application Form” refers to the application form completed by or on behalf of the Beneficiary when applying for grant of the Award;
• “Award” refers to the funding award granted by the Trust to the Beneficiary in accordance with this Funding Agreement comprising a Regular Award and/or an Extra Award the details of which are set out overleaf in this Funding Agreement and/or in the completed Application Form;
• “Beneficiary” refers to the organisation named in the Funding Agreement and which is or is to be the recipient of the Award;
• “Business Day” refers to a day other than a Saturday, Sunday or public holiday in Scotland when banks in Glasgow are open for business;
• “Extra Award” refers to a funding award granted by the Trust to an organisation currently in receipt of a Regular Award
• “Funding Agreement” refers to this funding agreement between the Beneficiary and the Trust including the information contained on the pages preceding these funding terms and conditions and of which these funding terms and conditions form part;
• “Intellectual Property Rights” refers to all trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, patents, utility models, rights to inventions, copyright and any related rights, moral rights, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such 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;
• “Logo(s)” refers to the logos used by the Trust and PPL or either one of them including associated Intellectual Property Rights;
• “Media Materials” refers to promotional, marketing and advertising materials (in all forms of media) which may be used on the Trust’s and PPL’s websites and in their hard copy promotional, marketing and advertising materials and in broadcasts (audio or visual), commercials and advertisements (in all forms of media) which materials are produced by or for the Trust and/or PPL;
• “Name(s)” refers to the company name(s) and trading name(s) of the Trust and PPL or either one of them including associated Intellectual Property Rights;
  
  “PPL” refers to Postcode Lottery Limited, trading as “People’s Postcode Lottery” and incorporated and registered in England and Wales with company number 04862732 whose registered office is at Postcode Lottery Ltd, 2nd Floor, 31 Chertsey Street, Guildford, Surrey, GU1 4HD. PPL is appointed as an external lottery manager by the Trust and manages multiple society lotteries;
• “Purpose(s)” refers to the charitable purpose(s) in connection with which the Award is granted which are detailed in the Application Form and on the basis of which the Trust is willing to grant the Award to the Beneficiary as may be varied by agreement in writing by the Trust and the Beneficiary;
• “Regular Award” refers to a funding award granted by the Trust on an ongoing annual basis;
• “Relevant Rules” refers to any applicable laws, rules and regulations relating to the Beneficiary’s and/or the Trust’s operations, including where applicable any guidance and codes of practice or conduct issued from time to time by statutory bodies or regulators; and
• “Trust” refers to the Postcode Care Trust, incorporated and registered in Scotland with company number SC407953 and charity number SC042667 whose registered office is at 28 Charlotte Square, Edinburgh, EH2 4ET.

Funding, Purposes, Commencement and Duration

1. The Beneficiary will only use the Award for the Purpose(s) and (where relevant) the Activities.
2. The Beneficiary will not use the Award for and/or in connection with:
   1. any medical research activities; and/or
   2. allocation to the Beneficiary’s reserves; and/or
   3. allocation to the Beneficiary’s pension deficit.
3. The Beneficiary will not use the Award for and/or in connection with any illegal activities including (but without limitation to) those covered by the Proceeds of Crime Act 2002 and Terrorism Acts.
4. This Funding Agreement shall commence on the date on which the payment of the Award is made by the Trust to the Beneficiary and shall continue until 31 March of the following calendar year. The Beneficiary will allocate or use this payment by 31 March of the following calendar year unless otherwise agreed in writing by the Trust or approved in the initial application.
5. The Beneficiary shall not change the Purposes and/or Activities (in terms of the aims, duration, structure and/or delivery of or intended spend on any project and/or activity connected with the Purposes and/or Activities) without the prior written permission of the Trusts.
6. The Beneficiary is responsible for managing the use of the Award including any budget for any project and/or activity (including any Activity) in connection with which it uses the Award.
7. The Beneficiary agrees that where the Trust and the Beneficiary have agreed a budget for any project and/or activity (including any Activity) to which the Award is allocated, it will upon conclusion of the relevant project and/or activity, notify the Trust of any unspent element and re-allocate any unspent element of the Award as agreed in writing between the Trust and the Beneficiary.
8. The Beneficiary acknowledges that the Award should not form more than one third of its annual turnover and undertakes to inform the Trust immediately should the Award form or within the upcoming twelve month period be likely to form more than one third of its annual turnover.
9. Should the Award form or within the upcoming twelve month period be likely to form more than one third of the Beneficiary’s annual turnover the Trust may at its sole option take the following action:
   1. withdraw the Award or any part of the Award;
   2. reduce the Award or any part of the Award; or
   3. request repayment of the Award or any part of the Award by the Beneficiary in which case the Beneficiary shall repay the Award or that part of the Award immediately.

Warranties and Undertakings

10. The Beneficiary accepts full responsibility and liability for the safeguarding of its own beneficiaries and those whom it supports (including in connection with the Activities) and warrants that it shall comply with safeguarding good practice (including, but not limited to, any guidance issued by the Office of the Scottish Charities Regulator) at all times and shall have in place and implement a safeguarding policy, a copy of which it will provide to the Trust during the application and funding process and/or upon request.
11. The Beneficiary shall comply (and shall ensure the compliance of any parties or persons associated with it or acting on its behalf) with all Relevant Rules, including (but without limitation to) any Relevant Rules relating to data protection, anti-bribery and anti-corruption and charity governance and regulation. In doing so the Trust expects the Beneficiary to have in place and implement appropriate policies and procedures and to ensure compliance with the terms of the Trust’s policies and procedures in place from time to time. The Trust will comply with Relevant Rules. The Trust’s policies and procedures can be found on its website: www.postcodecaretrust.org.uk or as otherwise provided by the Trust in writing.
12. The Beneficiary warrants that:
    1. the Purposes and (where relevant) the Activities are in accordance with the Beneficiary’s charitable purposes as identified in the Beneficiary’s constitution and/or memorandum of association and/or articles of association;
    2. the Beneficiary has the authority and competence to carry out and effect the Purposes and (where relevant) the Activities;
    3. all of the information provided by the Beneficiary to the Trust in connection with the Purposes, (where relevant) the Activities and the Beneficiary’s application for the Award (including but not limited to any information provided during the application process, in the Application Form and in any meeting or other interaction between the Trust and the Beneficiary) is true and accurate; and
    4. the Award will be used for charitable purposes and that any benefit the Beneficiary receives from the Trust (including but not limited to the Award) will not benefit the commercial interests of the Beneficiary’s founders, directors or any other person involved in the day-to-day running of the Beneficiary and/or its business and operations.

Monitoring

13. The Beneficiary shall report to the Trust on its use of the Award at regular intervals including (but without limitation):
    1. completing the review forms provided to it by the Trust which the Beneficiary shall complete and return in a timely manner as requested by the Trust; and
    2. delivering an electronic copy of its annual report to the Trust.
14. The Beneficiary acknowledges that the Trust (represented by its administration team, trustees, management or other representatives) may visit the Beneficiary at any time (upon giving reasonable advance notice to the Beneficiary), or where a visit is not possible or feasible or practical arrange for any alternative arrangements as agreed in writing by the Beneficiary and the Trust, to assess the way in which the Award has been or is being invested and/or expended and to assess whether such investment and/or expenditure meets the terms of this Funding Agreement and the Beneficiary agrees to accommodate such reasonably requested visits or agreed alternative arrangements accordingly.
15. The Beneficiary shall inform the Trust immediately in writing of anything that significantly threatens or delays the delivery of the Purposes and/or (where relevant) the Activities.
16. The Beneficiary will inform the Trust promptly in writing of any changes to its contact details or any major staff changes which affect or may affect delivery of the Purposes and/or (where relevant) the Activities.

Branding and Publication

17. The source of the Award shall be acknowledged as “players of People’s Postcode Lottery”.
18. The Beneficiary may acknowledge the Award for example by:
    • inserting the Names and/or Logos on materials related to the Purposes and (where relevant) the Activities (for example, by including the Names and/or Logos on kit, vehicles and the Beneficiary’s website, annual report, materials and publications);
    • acknowledging the Award in the Beneficiary’s annual report;
    • displaying the Names and/or Logos on a plaque (which shall be provided by the Trust) in key locations;
    • undertaking the activities described in the Application; and/or
    • undertaking any other activities to be agreed with the Trust.
19. The Beneficiary may also agree to support the Trust’s and PPL’s marketing activities which may include:
    • completing a case study detailing stories of individual successes or achievements attributable to the Award; and
    • contributing to the Trust’s and PPL’s promotional activities for example (but without limitation) by providing content and statements, photographs and/or audio and visual recordings (whether such materials are recorded directly by the Trust or PPL or are recorded by the Beneficiary and made available to the Trust and PPL) which may be used by the Trust and PPL in any way in its or their Media Materials.
20. If the Beneficiary contributes to the Trust’s and/or PPL’s marketing activities as set out in condition 19, the Beneficiary:
    1. consents to any representation of it and/or any Activity or other aspect of the Beneficiary’s work and/or operations within such Media Materials and grants the Trust non-exclusive permission to publish or instruct the publication of those Media Materials throughout the world in all and any publication or medium without any restriction whatsoever as to the nature of the use or publication or as to the copy of any printed or electronic matter accompanying the Media Materials and without a fee being due to the Beneficiary or any third party;
    2. confirms that those individuals represented in the Media Materials and in any other materials provided by the Beneficiary to the Trust and/or PPL have consented to the Trust’s and/or PPL’s use of those materials and that, where appropriate, each individual has completed and signed a charity image/media consent form; and
    3. warrants that use by the Trust and/or PPL of the beneficiary’s brand under condition 21 below and/or any materials provided by the Beneficiary or to which the Beneficiary has contributed under condition 19 above shall not infringe the Intellectual Property Rights of any third party.
21. The Beneficiary acknowledges that the Trust and PPL may use (and authorises such use of) its brand (including the Beneficiary’s name, trading name and logo and any associated Intellectual Property Rights) in connection with compliance with the Relevant Rules, and/or any marketing or promotional activities relating to the Award, any project and/or activity (including any Activity) to which the Award is allocated and the funding opportunities offered by the Trust.

Benefits and Payments

22. Beneficiaries are required to have a bank account as all payments made by the Trust under the Funding Agreement will be made by bank transfer.
23. The Award will be paid into the Beneficiary’s bank account detailed in the Funding Agreement. For the avoidance of doubt, payments by the Trust will only be made under the Funding Agreement to a bank account in the name of the Beneficiary and will not be made to any personal accounts.
24. If the Award is a Regular Award payment of the Award will be made in four payments each calendar year unless agreed otherwise in writing with the Trust.
25. The Award will be paid in pounds sterling and the Trust will have no obligation to secure any particular exchange rate.
26. In the event the Beneficiary materially breaches:
    1. any of the warranties set out in this Funding Agreement; or
    2. any other material condition of the Funding Agreement; or
    3. the Relevant Rules to which the Trust or the Beneficiary are subject.

    the Trust may, at its sole opinion and subject to the paragraph immediately below, suspend the payment of any unpaid part of the Award and/or request repayment of all or any part of the Award which has been paid to the Beneficiary and the Beneficiary shall immediately repay to the Trust the Award or any part of the Award repayment of which is requested by the Trust.

    For the avoidance of doubt, the Trust will only request repayment of all or any part of the Award which has already been spent by the Beneficiary where this has been spent other than in accordance with conditions 1, 2 and/or 3 above.

Notice of Termination

27. Either party may terminate the Funding Agreement upon:
    1. three (3) calendar months’ written notice to the other;
    2. or when both parties agree in writing that the Funding Agreement will terminate automatically.

Special Grounds for Termination of the Agreement

28. Either party is entitled to terminate this agreement with immediate effect upon written notice in any of the following cases:
    1. the other party is in breach of any of its obligations under this Funding Agreement and does not remedy that breach within one (1) month of written notification of that breach;
    2. the other Party is declared bankrupt, takes a decision to liquidate or ceases its normal operations;
    3. the Beneficiary has changed its status or objectives in such a way that it or the relevant purposes and/or projects in connection with which the Award was granted (including the Purposes and where relevant the Activities) is/are in the Trust’s sole opinion no longer eligible to receive funding from the Trust;
    4. the charitable or not-for-profit purpose(s) of the Beneficiary change from those outlined in the Application Form;
    5. the purposes for which the Award was granted (including the Purposes and any Activities) change from those outlined in the Application Form;
    6. the turnover of the Beneficiary has dropped below the eligibility criteria on which the Award was granted;
    7. the social impact of the Beneficiary or the relevant purposes and/or projects in connection with which the Award was granted (including the Purposes and where relevant the Activities) is in the Trust’s sole opinion no longer eligible to receive funding from the Trust;
    8. the outcomes and predicted outcomes of the Purposes and (where relevant) the Activities (including the relevant purposes and/or projects in connection with which the Award was granted) are in the Trust’s sole opinion no longer eligible to receive funding from the Trust; and
    9. the Beneficiary or the Trust breaches the terms of the Trust’s society lottery licence(s).
29. The Trust is entitled to terminate this agreement with immediate effect upon written notice in any of the following cases:
    1. the reputation and/or legitimacy of the Beneficiary is in any way brought into question or disrepute as determined by the Trust at its sole discretion, including without limitation, in terms of any social, publicity, regulatory, financial or legal issues in connection with the Beneficiary; or
    2. the Beneficiary has breached and/or is in breach of any of the warranties or undertakings in whole or in part set out in this Funding Agreement.

Consequences of Termination

30. Upon termination of this Funding Agreement for any reason:
    1. both parties shall return all materials provided by the other party under this Funding Agreement to the other party; and
    2. both parties right to use the other party’s Names and/or Logos granted under this Funding Agreement shall terminate immediately unless necessary for compliance with the Relevant Rules.
31. If this Funding Agreement is terminated in accordance with condition 27 above prior to the end of its term the Trust may request repayment of any part of the Award which has been paid to the Beneficiary and the Beneficiary shall immediately repay to the Trust any part of the Award repayment of which is requested by the Trust. For the avoidance of doubt, the Trust will only request repayment of any part of the Award which has already been spent by the Beneficiary where this has been spent other than in accordance with conditions 1, 2 and/or 3 above. The Trust will not request repayment of all or any part of the Award where the Trust has terminated this Funding Agreement under condition 27 (i.e.no fault by the Beneficiary) but reserves the right to request such repayment if this Funding Agreement is terminated by the Beneficiary in accordance with condition 27.
32. If this Funding Agreement is terminated in accordance with conditions 28 or 29 above the Trust may request repayment of any part of the Award which has been paid to the Beneficiary and the Beneficiary shall immediately repay to the Trust any part of the Award repayment of which is requested by the Trust.
    For the avoidance of doubt, the Trust will only request repayment of all or any part of the Award which has already been spent by the Beneficiary where this has been spent other than in accordance with conditions 1, 2 and/or 3 above.

General

33. The Beneficiary acknowledges that any future application for funding from the Trust or any other organisation for which PPL manages a society lottery may be rejected if the Beneficiary does not comply with the terms of the Funding Agreement or fails to cooperate timeously with the Trust or PPL in this regard.
34. Neither party shall be in breach of this Funding Agreement nor liable for delay in performing, or failure to perform, any of its obligations hereunder if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate this agreement by giving fourteen (14) days’ written notice to the affected party.
35. The Beneficiary shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Funding Agreement unless otherwise agreed in writing by the Trust in advance.
36. The Beneficiary shall not transfer the Award or give any benefit of the Award to any other organisation, including partners, other than for the Purpose(s) and (where relevant) the Activities and:
    1. where the transfer details are set out in the Application Form; or
    2. where the Trust has been notified in advance in writing of such transfer and has not objected to such transfer; or
    3. where the Trust and the Beneficiary have otherwise agreed in writing that such a transfer can be made.
37. Should the Trust authorise the transfer or subcontracting of the Beneficiary’s Award under this Funding Agreement under conditions 35 or 36, the Beneficiary shall (i) undertake all necessary due diligence as may be required by the Trust to ensure the Trust’s funding standards will be, and are, upheld by the recipient or subcontractor; (ii) ensure that any recipient or subcontractor adheres to the terms of this Funding Agreement in full; and (iii) provide the Trust with evidence of the foregoing immediately upon request. For the avoidance of doubt, the Trust will not require the Beneficiary to collect any personal information on behalf of the Trust for the purposes of any due diligence.
38. The Trust may at any time assign any or all of its rights under this Funding Agreement.
39. No variation of this Funding Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
40. A failure or delay by a party to exercise any right or remedy provided under this Funding Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
41. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition 41 shall not affect the validity and enforceability of the rest of this Funding Agreement.
42. This Funding Agreement constitutes the entire agreement between the parties and supersedes and extinguishes (subject to condition 43) all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
43. The Trust does not give any warranty or representation other than set out in this Agreement. The Beneficiary acknowledges that the Trust will rely on any information provided by the Beneficiary to the Trust or PPL during the application process (including in the Application Form and in any meeting or other interaction between the Trust and the Beneficiary).
44. Nothing in this Funding Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
45. No one other than a party to this agreement, their successors and permitted assigns, shall have any right to enforce any of its terms.
46. Any notice given to a party under or in connection with this Funding Agreement shall be in writing and shall be sent by post or e-mail to the postal address and e-mail address set out in the Funding Agreement.
47. Any notice shall be deemed to have been received: if by e-mail, at 9.00am on the next Business Day after transmission; and if by post, on the third Business Day after posting.
48. Conditions 46 and 47 do not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
49. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Scotland.
50. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Personal Information

51. This section sets out the basis on which we process your Personal Information.
52. Personal information means information which relates to a living individual who can be identified from that information such as names, e-mail addresses, personal home addresses, personal phone numbers, personal bank account details, personal description and photograph, etc. (“Personal Information”).
53. Postcode Care Trust (“we”, “our”, “us”) are committed to protecting and respecting Personal Information. We will treat Personal Information securely.
54. We are the data controller for the purpose of the Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679) (“Data Protection Legislation”).
55. If you have any questions, comments and requests regarding your Personal Information (including how to object to us processing your Personal Information) please contact: info@postcodecaretrust.org.uk.
56. If you are unhappy with how we handle your Personal Information, you can notify the Information Commissioner’s Office (ICO) by calling their helpline on: 0303 123 1113
57. Collecting Personal Information. We will collect the following Personal Information:
    1. Application Process: Personal Information we collect from you or that you provide to us during the application process. This includes, information that you give us by: filling in the application form; or by corresponding with us by phone, e-mail, post or otherwise; and
    2. Funding Process: Should you be successful in your application, Personal Information we collect from you or that you provide to us during the funding process. This includes, information that you give to us by: filling in the Funding Agreement; or by corresponding with us by phone, e-mail, post or otherwise.
58. Use of Personal Data. We will use the Personal Information for the following purposes:
    3. Application Process: to create your online account with us, to process and determine your application form; to contact you in relation to your account, and application form;
    4. Funding Process: to process the Funding Agreement; to contact you in relation to the Funding Agreement and / or the funding; to contact you regarding a monitoring visit; to contact you regarding the evaluation process for your funding; to contact you regarding the promotion of use of player’s funds; and
    5. Direct Marketing: if you have provided your express consent, to provide you with our updates and information on future funding opportunities and our upcoming events.
59. Legal basis for processing Personal Information: We will process the Personal Information on the following legal basis:
    6. Application Process: as is necessary for the performance of a contract;
    7. Funding Process: as is necessary for the performance of a contract; and
    8. Direct Marketing: on the basis of your express consent only.
60. Sharing Personal Information: We will share the Personal Information with:
9. Postcode Lottery Limited, a company incorporated under the Companies Acts in England (Company Number: 4862732) with its principal place of business at 28 Charlotte Square, Edinburgh EH2 4ET and Registered Office address at Postcode Lottery Ltd, 2nd Floor, 31 Chertsey Street, Guildford, Surrey, GU1 4HD, operator of People’s Postcode Lottery (“PPL”) to contact you regarding the promotion and marketing of use of player’s funds;
10. Salesforce.com, a company incorporated under the companies Act in England (Company number 05094083) with its principal place of business at Floor 26 Salesforce Tower, 110 Bishopsgate, London, United Kingdom, EC2N 4AY, to process and store your data. We will disclose your personal details to this third party as it supplies us with a customer relationship management database, for purposes including processing grant applications and storing information on grant applicants;
11. Edelman Dale Financial Communications Limited, a company incorporated under the Companies Act and registered in England (Company Number: 00970840) with its Registered Office address at Southside C/O Daniel J Edelman Ltd, 105 Victoria Street, London, SW1E 6QT, to process and store your data. We will disclose your personal details to this third party as it supplies us with PR services;
12. NFP Synergy Limited, a company incorporated under the Companies Act and registered in England (Company Number: 04387900) with its Registered Office address at 2-6 Tenter Ground, London, E1 7NH, to process and store your data. We will disclose your personal details to this third party as it supplies us with PR, research and consultancy services;
13. FormAssembly LLC is a company incorporated under the Companies Act with its principal place of business at 885 S College Mall Road, #399 Bloomington, IN 47401 United States; this company will process and store your data within the EU. Data is shared with this third party as it supplies us with an application form building and processing service. This is required for processing grant applications and storing information on grant applicants; and
14. Lesley Clark Communication Limited, a company incorporated under the Companies Acts in England (Company Number: 05458135) with its principal place of business at 61 Dublin Street, 4th Floor, Edinburgh, EH3 6NL and Registered Office at Moor Stephens, 12/13 Alma Square, Scarborough, England, YO11 1JU. We may disclose your name and image to this third party as it supplies us with communication services on behalf of the Trust.
61. Retention Periods: We will not hold your Personal Information for any longer than is necessary for the “uses” outlined above, unless we are required to keep your Personal Data to comply with the law and any regulatory requirements.
62. Your rights: Under the Data Protection Legislation you have certain rights in relation to your Personal Data:
    14. You have the right to access the Personal Information we hold about you by making a subject access request in accordance with the Data Protection Legislation. We may charge a reasonable fee when a request is manifestly unfounded or excessive.
        You can make your request to: info@postcodecaretrust.org.uk.
    15. You have the right to have your Personal Data rectified if it is inaccurate or incomplete. You can exercise your request by contacting: info@postcodecaretrust.org.uk.
    16. You have the right to have your Personal Information deleted in certain specific circumstances.
    17. You have the right to restrict the processing of your Personal Information in certain specific circumstances.