The JOSEPH ROWNTREE FOUNDATIONAward Letter

“Funding” the funding to be provided by JRF to the Organisation as set out at Annex 3

“Funding Holder”

“JRF” The Joseph Rowntree Foundation, a charity registered under number 210169, of The Homestead, 40 Water End, YORK, YO30 6WP

“Organisation”

“Outputs” the Project outputs to be delivered by the Organisation to JRF as set out at Annex 2

“Project”

“Project Period” the Start Date until

“Project Proposal” the project proposal set out at Annex 1

“Standard Conditions of Funding”

JRF’s standard conditions under which it agrees to provide the Funding to the Organisation as may be amended from time to time and which are appended at Annex 4

“Start Date”

PROJECT FUNDING JRF agrees to provide the Funding to the Organisation during the Project Period in consideration for the Organisation agreeing to carry out the Project and delivering the Outputs to JRF in accordance with and subject to the terms of the Standard Conditions of Funding.

SPECIAL CONDITIONS(IF ANY)

Signed on behalf of JRF

Signature:

Name:  Designation:

Date: 

Signed on behalf of the Organisation

Signature:

Name: 

Designation:

Date: 

Annex 2The Outputs

The Minimum Outputs The Output Delivery Dates

Annex 3The Funding

.

Annex 4The Joseph Rowntree Foundation

Standard Conditions of Funding

These Standard Conditions of Funding, together with the Award Letter and the Annexes to it set out the terms and conditions on which the Funding is made available by JRF to the Organisation. The Organisation will ensure that the Funding Holder and others supported by the Funding are made aware of and comply with these Standard Conditions of Funding, the Award Letter and the Annexes to it.

Definitions used in these Standard Conditions of Funding are found in Condition 20.

1.            THE PROJECT

1.1          JRF agrees to provide the Funding to the Organisation for the Project Period and the Organisation agrees to complete the Project during the Project Period and deliver the Outputs to JRF by the Output Delivery Date in accordance with these Standard Conditions of Funding. The Project will start on the Start Date and continue for the Project Period.

1.2          The Organisation shall use its reasonable endeavours to provide adequate facilities suitable for the Project, to obtain any requisite materials, equipment and personnel for the Project and to carry out the Project diligently and in accordance with best practice. The Organisation shall obtain all necessary permissions required by Applicable Law prior to the Start Date.

1.3          Research or other activities using the Funding shall be conducted in accordance with the highest standards of integrity and methodology. The Organisation shall:

1.3.1      have in place formal written procedures for the handling of allegations of misconduct; and

1.3.2       ensure that potential conflicts of interest which may affect the Project are declared to JRF and subsequently managed to JRF’s reasonable satisfaction.

1.4          Neither JRF nor the Organisation undertakes that work carried out under or pursuant to this Agreement will lead to any particular result, nor is the success of such work guaranteed.

2.            ADVISORY GROUP

2.1          JRF and the Organisation will use their reasonable endeavours to collaborate on the Project.

2.2          JRF may secure at its own costs advice from third parties to help JRF support the Project to realise its potential.

2.3          JRF and the Organisation may establish an Advisory Group to advise the project. The role, authorities, meeting frequencies and funding arrangements of the Advisory Group shall be agreed by JRF and the Organisation in writing prior to the Start Date.

3.            PROJECT ETHICS

3.1          The Organisation shall ensure that ethical issues relating to the Project are identified and brought to the attention of the relevant approval or regulatory body in compliance with Applicable Law and ethical guidelines issued by a relevant body such as the guidelines issued by the Social Research Association which can be found at http://the-sra.org.uk/sra_resources/research-ethics/ethics-guidelines. The Organisation will obtain ethical approval to undertake the Project before any Project work requiring ethical approval begins. Ethical issues should be interpreted broadly and may encompass, among other things, relevant codes of practice, the involvement of human participants and the use of sensitive economic, social or personal data. Where particular ethical considerations arise, the Organisation shall notify JRF of such ethical considerations and provide JRF with information to satisfy it that those considerations will be taken into account in the conduct of the Project and that appropriate consents will be obtained before any Project work requiring such consents begins.

3.2          Where any element of the Project is to be conducted outside the Organisation’s country, the Applicable Law of that country with respect to obtaining licences, approvals and the running of the Project will be obtained prior to beginning that aspect of the Project.

3.3          The Organisation will ensure that it has in place formal written procedures for managing the process for obtaining any necessary or appropriate ethical approval for the research funded by JRF, and will accept full responsibility for ensuring that any such ethical approval is in place at all relevant times during the Project Period.

3.4          The organisation is responsible for complying with the principles and provisions of General Data Protection Regulation and all other Applicable Law in the delivery of the project.

3.5          The organisation shall notify JRF without undue delay upon becoming aware of a personal data breach relating to the project, to enable JRF to prepare for any subsequent repercussions of the breach.

4.            PERSONNEL

4.1          JRF does not act as an employer with respect to the Funding and in all cases where support is provided in the Funding for the employment of staff, the Organisation undertakes to issue a contract of employment to such staff and to comply with all Applicable Law relating to employment, diversity and equalities, and health and

safety at work. The Organisation will be responsible for the training, supervision and health and safety of such staff and be responsible for any other obligation arising as a result of such employer/employee relationship.

4.2          The Organisation will make sure that the Funding Holder, its employees and any other persons working on the Project as approved in writing by JRF are made aware of their responsibilities and that they observe the terms of these Standard Conditions of Funding.

4.3          JRF and the Organisation may have in the Project Proposal agreed the number of individuals who will work on the Project. The Organisation will not make any material changes to the numbers of personnel working on the Project without the prior written approval of JRF, such approval not to be unreasonably refused or delayed.

4.4          JRF and the Organisation may also in the Project Proposal have specified the names of key individuals who have expressly or impliedly agreed to participate in the Project. The Organisation will not make any material changes to the named personnel working on the Project without the prior written approval of JRF, such approval not to be unreasonably refused or delayed. The Organisation shall notify JRF if any key individual ceases or proposes to cease to work on the Project permanently or temporarily.

4.5          JRF and the Organisation may also in the Project Proposal have specified the time that a particular member or grade of personnel is required to devote to the Project. Where the Project Proposal states that a person of a particular grade will devote a certain period of time to the Project, the Organisation will ensure that the work is carried out by a person of that grade or above for at least that period of time.

4.6          JRF will meet the reasonable increased costs of salary awards during the Project Period which arise from nationally negotiated agreements, or are based on such agreements where these have been included in the Project Proposal. The Organisation shall promptly notify JRF of any salary awards during the Project Period which arise from such nationally negotiated agreements, or are based on such agreements.

5.            CHANGES TO THE FUNDING

            Unless indicated otherwise by JRF in the Award Letter, the Organisation may re-allocate up to £1,000 of the sum in any heading in the Funding to a different heading so long as the total Funding is not increased and the scope of the Project and the Outputs are not affected. JRF reserves the right to query any expenditure outlined in any invoice or expenditure statement, which has not been incurred in line with these Standard Conditions of Funding. No further changes to the Funding may be made by the Organisation without the prior written approval of JRF. If the parties cannot agree to revise the Funding, JRF may terminate the Funding immediately by giving notice to that effect to the Organisation in writing.

6.            TRANSFER OF FUNDING TO ANOTHER ORGANISATION AND CHANGE OF FUNDING HOLDER

6.1          JRF understands that the Funding Holder might wish to leave the Organisation and transfer to another organisation. JRF will allow any unspent Funding to transfer to such other organisation along with the Funding Holder in accordance with this Condition 6 only. The Organisation will notify JRF if the Funding Holder intends to transfer to another organisation. If this receiving organisation is eligible to hold the Funding and is in JRF’s sole opinion able to undertake and successfully complete the Project and deliver the Outputs, the unspent Funding may be transferred with the Funding Holder to the receiving organisation subject to:

6.1.1      the prior written approval of JRF, the Organisation and the receiving organisation being obtained in relation to such transfer;

6.1.2      the receiving organisation entering into an Award Letter with JRF; and

6.1.3      in the event that the unspent Funding is insufficient to complete the Project, the receiving organisation confirming in writing that it will provide additional resources and funding to complete the Project to JRF’s reasonable satisfaction.

6.2          If JRF, acting reasonably, is not satisfied that the receiving organisation can undertake the Project and deliver the Outputs or that the criteria for transfer under Condition 6.1 cannot be met, JRF may terminate the Funding immediately by giving notice to that effect to the Organisation in writing.

6.3          If the Organisation proposes to change the Funding Holder for any reason other than where the Funding Holder transfers to another organisation in accordance with Condition 6.1, it shall seek JRF’s written approval. The Organisation will ensure that the replacement Funding Holder meets the eligibility criteria for the Project and has the expertise and experience to lead the Project to a successful conclusion.

7.            CHANGES TO THE PROJECT

            In the event that the Organisation feels that a change to the Project is necessary, the Organisation shall notify JRF of the reasons for such change. The Organisation shall not implement any change to the Project without JRF’s prior approval, such approval not to be unreasonably withheld. If appropriate, revised proposals may be required. If the parties cannot agree changes to the Project, JRF may terminate the Funding immediately by giving notice to that effect to the Organisation in writing.

8.            CHANGES TO THE PROJECT PERIOD AND OUTPUT DELIVERY DATE

            The Project Period and the Output Delivery Date may only be extended with the prior written approval of JRF, such approval not to be unreasonably withheld. If the Organisation deems it necessary to extend the Project Period or the Output Delivery Date, it shall submit the reasons why to JRF prior to taking steps which could lead to the extension of the Project Period or the Output Delivery Date.

9.            FINANCIAL AND REPORTING INSPECTION

9.1          JRF will pay the Organisation for the costs incurred by it in carrying out the Project in

accordance with the Funding, within 28 days of the date of acceptance by JRF of each claim submitted by the Organisation and subject to any deductions in accordance with Condition 10. Each claim shall be accompanied by a breakdown of the costs incurred. 

9.2          JRF may by written notice require the Organisation to complete and submit within a reasonable timeframe an interim expenditure statement at any time during the course of the Project Period or a final expenditure statement within three months of the end of the Project Period, or to provide supplementary information in support of an interim or final expenditure statement. JRF may require that the Organisation shall ensure that such expenditure statements are independently examined by an auditor who is a member of a recognised professional body, certifying that the expenditure has been incurred in accordance with best practice and these Standard Conditions of Funding. The expenditure statements will state that the Organisation confirms that the expenditure has been incurred in accordance with these Standard Conditions of Funding. A failure by the Organisation in providing such expenditure statements may lead to JRF suspending payment of the Funding or to sanctions in accordance with Condition 10.

9.3          The Organisation agrees that it will provide JRF with a written report on the status of the Project at any time during the Project Period upon receiving reasonable written notice from JRF requesting that the Organisation do so.

10.          SANCTIONS

10.1        The Organisation agrees that JRF may withhold the Funding if the Organisation fails to comply with these Standard Conditions of Funding.

10.2        If the expenditure statements referred to in Condition 9 are not received to JRF’s reasonable satisfaction within the period specified in JRF’s request, JRF may deduct from the Funding or recover 20% of the Funding from the Organisation.

10.3        If JRF, acting reasonably, is not satisfied with the quality or standard of the revised versions of any of the Outputs submitted to it by the Organisation in accordance with Condition 12.1, JRF may deduct or recover 20% of the Funding from the Organisation. 

10.4        If JRF terminates the Award Letter in accordance with these Standard Conditions of Funding, JRF may recover all Funding which is held by the Organisation but not yet been spent by it at the date of termination.

11.          IP

               Ownership

11.1        Background IP remains the property of the Organisation (or its licensors).  No licence to use any IP is granted or implied by the Award Letter or by these Standard Conditions of Funding except the rights expressly granted in the Award Letter or by these Standard Conditions of Funding. All Arising IP shall vest solely in the

Organisation.

11.2        All IP in the Summary Findings shall vest in JRF and the Organisation assigns all such IP in the Summary Findings (by way of present assignment of future rights) to JRF. To the extent that any IP in the Summary Findings does not so vest in JRF, the Organisation will upon the request of JRF execute all such documents and do all such acts and things as JRF may reasonably request from time to time in order to secure the full right, title and interest in the IP in the Summary Findings.

11.3        IP in the typographical arrangement of any of the published editions of the Outputs published by JRF under Condition 13 shall belong to JRF.

               Licence

11.4        The Organisation grants to JRF a free of charge, non-exclusive, irrevocable, perpetual, worldwide, transferable licence to use and adapt the Arising IP for any purpose whatsoever and to use and adapt such of the Organisation’s Background IP as JRF reasonably requires to use the Arising IP in each case with the right to sub-license.

11.5        When JRF or an authorised third party has published the Summary Findings (if any) for the first time in accordance with Condition 13, JRF will grant to the Organisation a free of charge, non-exclusive, non-transferable licence to include the Summary Findings on a website approved by JRF in writing with a link to jrf.org.uk or such other website as JRF may notify the Organisation in writing from time to time, and to use and distribute copies of the Summary Findings supplied to it by JRF for educational and dissemination purposes.

               Warranties

11.6        The Organisation warrants that:

11.6.1     the Background IP, the Arising IP and the Documentation relating to them are or will be its original work or the original work of its employees and any others working on the Project as approved in writing by JRF, and have not been copied wholly or substantially from any other source, and that the use by JRF of the rights licensed to it under the Award letter and these Standard Conditions of Funding will not infringe the rights of any third party;

11.6.2     the legal and beneficial ownership of the Background IP, the Arising IP and the Documentation relating to them is and will be solely owned by the Organisation and all the Organisation’s employees, its students and any visiting academics working on the Project as approved in writing by JRF have contracts such that any IP created by them vests (as between those individuals and the Organisation) in the Organisation;

11.6.3     it will procure the irrevocable waiver of any and all moral rights in any

material comprised within the Arising IP and the Summary Findings; and

11.6.4     the Organisation’s Background IP, the Arising IP and Documentation relating to them contains and will not contain anything that is libelous, defamatory or indecent and do not and will not infringe the statutory or common law rights of any third parties.

12.          DELIVERABLES

12.1        The Organisation agrees to deliver the final version of the Outputs to JRF by the Output Delivery Date for review by JRF. JRF will notify the Organisation in writing whether it accepts the Outputs. If JRF does not accept any of the Outputs it will discuss with the Organisation the reasons for its non-acceptance, the changes JRF wishes the Organisation to make and the date by which the revised versions of the Outputs will be submitted to JRF. If JRF, acting reasonably, is not satisfied with the quality or standard of the revised versions of any of the Outputs it may in its discretion:

12.1.1     accept the revised Outputs and apply the sanctions set out in Condition 10; or

12.1.2     notify the Organisation that it does not accept the Outputs and shall by written notice terminate the Award Letter.

12.2        The Organisation will deliver up to JRF, on request, all physical materials that embody the Summary Findings, the Arising IP (including source and object code forms of any software), the Background IP reasonably necessary to use the Arising IP and any Documentation relating to them which are in the Organisation’s possession or under its control.

13.          PUBLICATION AND ACKNOWLEDGEMENT OF SUPPORT

13.1        In order to fulfill its charitable purpose, JRF (or a third party authorised by JRF) shall be entitled to first publish the Outputs and the Organisation agrees not to publish, or authorise others to publish, any Outputs without the prior written consent of JRF. If JRF (or a third party authorised by JRF) first publishes the Outputs, JRF will ensure that the following copyright notice appears on all copies of such published Outputs other than the Summary Findings: “Organisation name © year”. JRF shall be entitled to lead all media work relating to the Project and the Outputs. Where JRF has agreed that the Organisation may release a press release relating to the Project, the text for such press release and its time and date of publication will be subject to JRF’s written approval, such approval not to be unreasonably withheld.

13.2        The Organisation will co-operate with any editor appointed by JRF to improve the quality of the Outputs at the Organisation’s own costs (JRF will meet the costs of the appointed editor). If requested to do so by JRF, the Organisation will provide reasonable assistance to JRF with the dissemination of the Outputs.  Such assistance will continue for as long as is reasonably necessary after the Project Period.

13.3        If JRF waives in writing its right to first publish the Outputs, the Organisation may,

subject to Condition 13.4, publish the Outputs (but not the Summary Findings) provided that in the publication the Organisation acknowledges the funding support received from JRF in the format communicated by JRF to the Organisation in writing from time to time.

13.4        In waiving its right to first publish the Outputs, JRF may require that the Organisation makes no reference to JRF in any publication of the Outputs by it whatsoever and the Organisation shall ensure that the Funding Holder, all its employees and others approved in writing by JRF who work on the Project shall comply with this obligation.

14.          DISPUTE RESOLUTION PROCEDURE

               Without prejudice to any other right, JRF and the Organisation agree to hold good faith discussions to attempt to reach an amicable resolution and to escalate such resolution process to the appropriate members of their respective management organisation who have the power and authority to achieve a successful resolution.

15.          LIABILITY, INDEMNITY AND INSURANCE

15.1        JRF accepts no responsibility, financial or otherwise, for expenditure (or liabilities arising out of such expenditure) or liabilities arising out of the activities funded by the Award Letter.

15.2        If the Award Letter is terminated or the Funding is reduced in value, no liability for payment or redundancy or any other compensatory payment for the dismissal of staff funded by JRF will be accepted.

15.3        JRF will not indemnify the Organisation, any Funding Holder or any other person working on the Funding (including employees and others working on the Project) against any claims for compensation or against any other claims (whether under any statute or regulation or at common law) for which the Organisation may be liable as an employer or otherwise or for which any such person may be liable.

15.4        Nothing in these Standard Conditions of Funding will operate to exclude or restrict JRF’s liability (if any) to the Organisation:

15.4.1     for death or personal injury resulting from its negligence; or

15.4.2     for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or

15.4.3     for anything which by law cannot be excluded or limited.

15.5        The Organisation agrees to indemnify and to keep JRF indemnified from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, losses (which includes direct, indirect and consequential loss and loss of profit), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which JRF incurs or suffers out of any acts or omissions by the Organisation which, if substantiated, would constitute a breach by the Organisation of these Standard Conditions of Funding.

16.          TERMINATION

16.1        JRF may immediately terminate the Award Letter if:

16.1.1     the Organisation commits a breach of the Award Letter or these Standard Conditions of Funding which cannot be remedied; or

16.1.2     the Organisation commits a breach of the Award Letter or these Standard Conditions of Funding which can be remedied but fails to remedy that breach within 20 Business Days’ written notice being given to the Organisation by JRF setting out the breach and the actions required for it to be remedied; or

16.1.3     the Organisation ceases to operate or becomes Insolvent; or

16.1.4     there is a change in Applicable Law which results in JRF no longer being able to provide the Funding.

16.2        JRF may suspend the Funding following service of a notice specifying a breach under Condition 16.1.2, until either the breach is remedied (if applicable) or the Award Letter terminates, whichever occurs first.

16.3        Following expiry or termination of the Award Letter:

16.3.1     Conditions 3, 4, 9.2, 10, 11, 13, 15, 16.3, 17, 18, 19 and 20 will continue in force, together with any other Conditions which expressly or impliedly continue to have effect after expiry or termination of the Award Letter; and

16.3.2     all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.

17.          NOTICE

17.1        Any notice or other communication given under or in connection with these Standard Conditions of Funding will be in writing, in the English language and:

17.1.1     sent by pre-paid recorded delivery to the relevant party’s address;

17.1.2     delivered to or left at (but not, in either case, by post) the relevant party’s address; or

17.1.3     sent by email to the relevant party’s email address with the email set up to automatically request a delivery receipt from the recipient, and, in the case of any notice to be given to JRF, marked for the attention of the specified representative of JRF. The address, email address and representative for JRF are set out below and the Organisation’s address, email address and its specified representative are those detailed in the Award Letter, and may

be changed by the relevant party giving at least 5 Business Days’ written notice in accordance with this Condition 17.

Address:        The Joseph Rowntree Foundation

The Homestead, 40 Water End, York, YO30 6WP

Email address: xxxxxxx@jrf.org.uk

Specified representative:

17.2       Any notice or communication given in accordance with Condition 17.1 will be deemed to have been served:

17.2.1     if given as set out in Condition 17.1.1, at 9.00 a.m. on the second Business Day after the date of posting in the case where the Organisation is based in the UK or, at 9.00 a.m. on the fifth Business Day after the date of posting in the case where the Organisation is based outside the UK;

17.2.2     if given as set out in Condition 17.1.2, at the time the notice or communication is delivered to or left at that party’s address; or

17.2.3     if given as set out in Condition 17.1.3, at the time the email arrives in the recipient’s inbox,

               provided that if a notice or communication is deemed to be served on a day which is not a Business Day or after 5.00 p.m. on a Business Day it will be deemed to be served at 9.00 a.m. on the immediately following Business Day.

17.3       To prove service of a notice or communication it will be sufficient to prove that the provisions of Condition 17.1 were complied with.

18.          GENERAL

18.1       The Award Letter, the Annexes to it and these Standard Conditions of Funding constitute the entire agreement between the parties and supersede any prior agreement or arrangement in respect of their subject matter.

18.2       A delay by JRF in exercising or failure to exercise a right or remedy under or in connection with these Standard Conditions of Funding will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the JRF and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

18.3       If any term of these Standard Conditions of Funding is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Standard Conditions of Funding and this will not affect the remainder of these Standard Conditions of Funding which will continue in full force and effect.

18.4       The parties do not intend that any term of the Award Letter or to these Standard Conditions of Funding will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

18.5       No variation to the Award Letter or to these Standard Conditions of Funding will be effective unless it is in writing and signed by a duly authorised representative on

behalf of JRF.

19.          GOVERNING LAW AND JURISDICTION

19.1       The Award Letter, these Standard Conditions of Funding and any non-contractual obligations arising out of or in connection with it will be governed by English law.

19.2       Subject to Condition 14, each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Award Letter or these Standard Conditions of Funding (including in relation to any non-contractual obligations) save that nothing will prevent JRF seeking injunctive relief in any court of competent jurisdiction.

20. DEFINITIONS AND INTERPRETATION

In these Standard Conditions of Funding:

the following words and expressions have the following meanings unless the context otherwise requires:

“Advisory Group” a group to advise on the strategic direction of the Project as a whole, the terms of reference of which are to be agreed between JRF and the Organisation

“Applicable Law” any:

(a) statute, statutory instrument, bye-law, order, directive, regulation, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal);

(b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or

(c) code of conduct or guideline

which relates to the Award Letter and/or the Funding and/or activities which are comprised in all or some of the Project

“Arising IP” any IP arising from the Project (including in the Outputs but excluding in the Summary Findings)

“Award Letter” the award letter entered into between JRF and the Organisation under which JRF agrees to provide the Funding to the Organisation to allow the

Organisation to carry out the Project and to deliver the Outputs in accordance with these Standard Conditions of Funding

“Background IP” any IP (excluding Arising IP or the Summary Findings) owned or controlled by the Organisation prior to the Start Date or not arising from the Project, and which the Organisation contributes or uses in the course of performing the Project

“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in the United Kingdom

“Documentation” such operating manuals, user instruction manuals, technical literature and/or related materials, in human-readable form and on any media, which relate to the Outputs and/or to the Project

“Funding” the funding provided by JRF to the Organisation as set out in Annex 3 of the  Award Letter in the timeframes specified therein and as may be amended in writing by JRF from time to time

“Funding Holder” the person set out in the Award Letter to whom the Funding is assigned and who has responsibility for the intellectual leadership of the Project and for the overall management of it and as may be varied in accordance with Condition 6

“Insolvent” the Organisation is Insolvent where it:

(a) has a receiver, administrator or provisional liquidator appointed; or

(b) is subject to a notice of intention to appoint an administrator; or

(c) passes a resolution for its winding-up; or

(d) has a winding up order made by a court in respect of it; or

(e) enters into any composition or arrangement with creditors; or

(f) ceases to carry on business; or

(g) has any steps or actions taken in connection with any of these procedures; or

(h) is otherwise unable to pay its debts when they fall due

“IP” all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in Know-How,

registered trade marks, registered designs, models, unregistered design rights, unregistered trade marks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions

“JRF” the Joseph Rowntree Foundation, a charity registered under number 210169, of The Homestead, 40 Water End, York, YO30 6WP

“Know-How” formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions

“Minimum Outputs” the minimum outputs to be prepared by the Organisation and delivered to JRF by the Output Delivery Date in the form specified by JRF as set out in Annex 2 of the Award Letter

“Organisation” the organisation named in the Award Letter to whom JRF is providing the Funding in exchange for carrying out the Project and delivering the Outputs

“Outputs” the outputs to be prepared by the Organisation and delivered to JRF by the Output Delivery Date in the form specified by JRF as set out in Annex 2 of the Award Letter which shall include as a minimum the Minimum Outputs

“Output Delivery Date” the dates by which the Organisation must deliver the Outputs or Minimum Outputs (as the case may be) to JRF as set out in  Annex 2 of the Award Letter

“Project” the project described in the Project Proposal

“Project Period” the time period set out in the Award Letter in which the Project is to be carried out as may be amended from time to time in writing by agreement between JRF and the Organisation

“Project Proposal” the proposal set out in Annex 1 of the Award Letter as agreed between JRF and the Organisation and as may be amended in writing

from time to time

“Standard Conditions of Funding”

these standard conditions of funding, as may be varied by JRF from time to time prior to the signing of the Award Letter in accordance with Condition 18.5

“Summary Findings” the summary (if any) of the Project findings prepared by the Organisation as part of the Outputs using the template provided to the Organisation by JRF

“Start Date” the start date of the Project set out in the Award Letter

20.1        all headings are for ease of reference only and will not affect the construction or interpretation of these Standard Conditions of Funding;

20.2        unless the context otherwise requires:

20.2.1     references to the singular include the plural and vice versa and references to any gender include every gender;

20.2.2     references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

20.3        references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

20.4        any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;

20.5        the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and

20.6        in these Standard Conditions of Funding, references to “in writing” or “written” are to communication effected by post, delivery and email in accordance with Condition 17 except in relation to termination notices where references to “in writing” or “written” are to communication effected by post and delivery only.