Organisation Terms and Conditions

These terms and conditions (“Agreement”) detail the agreement between Evouchers Ltd trading as FundingConnect (“FundingConnect”, “we” or “us”) and any organisation or any person connected with such organisation or on behalf of such organisation (“Organisation” or “you”) who manages and distributes grants and grant funding  through us via (i) our website https://www.fundingconnect.com/, platform, and/or application (“FundingConnect Software”).

By registering for and using the FundingConnect Software you agree to be bound by this Agreement. Further the use of our Services through the FundingConnect Software, you will be deemed to have read, understood and accepted these terms, our general website terms of use and our privacy notice, and that you agree to be bound by each of these, without limitation or qualification to all of these terms which are incorporated into this Agreement.  

This Agreement shall apply to our products and services relating to the management and distribution of grants for vouchers (including but not limited to vouchers relating to, retail and energy vouchers and postal voucher schemes (including but not limited to cash out vouchers))(“Vouchers”), prepaid cards (“Cards”) cash (“Cash”), and household goods (including but not limited to white goods and carpets) (“Household Goods”) on behalf of an Organisation, each of which is supplied under the FundingConnect brand (”Services”).  

This Agreement does not deal with Evouchers and this service will be dealt with by separate terms and conditions.

SECTION A: GENERAL TERMS

A1. SCHEME(S) AND GRANT ELIGIBILITY

1.1 You can use the FundingConnect Software to set up a new programme or system to distribute Grants (“Scheme”), or you can request that FundingConnect creates and sets up a Scheme on your behalf.

1.2 You will be required as part of setting up a Scheme, to set the specific parameters an Applicant must meet to be considered for a Grant (“Eligibility Criteria”) and to rank the specific parameters an applicant must meet for the Grant to identify eligibility probability (“Eligibility Scoring”). 

1.3 It is Your responsibility to set clear Eligibility Criteria and Eligibility Scoring and keep this information up to date and accurate and make any necessary changes from time to time.  

1.4 You shall also self-determine which data sets (including personal data sets), and supporting documents you require to be included in a Scheme including on an Application Form. 

1.5 You are fully responsible for all content uploaded to the FundingConnect Software.

1.6 You take responsibility for the outcomes of any Scheme(s) or Applications based on the Eligibility Criteria and Eligibility Scoring used to set up and administer and distribute Grants to Applicants and Recipients. 

1.7 You shall approve all Schemes before they go live to Applicants to apply for a Grant using an Application Form. 

1.8 Where an Organisation chooses to use any automated scheme rules as part of a Scheme, including but not limited to Eligibility Scoring or Eligibility Criteria, the Organisation remains fully responsible and liable for the outcome of any such Applications.  

1.9 You acknowledge and agree that FundingConnect has no obligation to review, verify, or approve the Eligibility Criteria or Eligibility Scoring you establish, and FundingConnect shall have no liability for any claims arising from your scheme design, including but not limited to claims of discrimination, unfairness, or breach of applicable law.

1.10 You warrant that all Schemes comply with applicable law, including but not limited to equality legislation, data protection laws, and consumer protection laws. You shall indemnify FundingConnect against all claims arising from non-compliant Schemes.

A2. APPLICATIONS AND ACCEPTANCE CRITERIA 

2.1 You agree that when creating and launching the document or online portal the Applicant, or Referral Partner must complete (“Application Form”) you shall only request and collect data, and information (including personal data) that is strictly necessary, and you shall adhere to the principles of ‘data minimisation’. 

2.2 You warrant that your Application Form and data collection practices comply with all applicable data protection laws and that you have a lawful basis for processing all data collected.

2.3 You shall also determine and set any Expiry Dates (as applicable) or Scheme funding limits as part of a Scheme.

2.4 You can as part of the Application add your own legal or data protection terms and conditions to a Scheme as you may determine is necessary from time to time.

2.5 Where You make a manual decision on the outcome of an Application, You take responsibility for the accuracy of the decision. 

2.6 You agree to check any Scheme carefully before confirming the details of any Scheme. You are responsible for ensuring that your Scheme is complete and accurate. FundingConnect shall not be liable or responsible for any errors or omissions inputted by you or any person authorised to do so, on your behalf. You irrevocably confirm and acknowledge that FundingConnect shall not be obliged to refund nor is FundingConnect liable to any extent for any refund of any amount in respect of any errors made in a Scheme.

A3. REFERRAL PARTNERS

3.1 Both parties agree that an Application can be made on behalf of an individual Applicant by a professional from another organisation (“Referral Partner”). This could include (but is not limited to) a social worker, a Citizens Advice adviser, a health visitor, a school, or a debt counsellor.

3.2 You agree to take full responsibility for any acts or omissions of any Referral Partners who act on your behalf when completing Applications on behalf of Grant Applicants, or if they carry out any other actions to support the provision of Schemes to or on behalf of Applicants or Recipients. 

A4. CONTRACT

4.1 This Agreement applies to any Scheme set up by you and to any distribution of Vouchers, Cards, Cash, Household Goods or similar products (all together, “Products”) by us to the Recipients (or other relevant beneficiaries)  (“Recipients”) of any such Products which are granted to them by you under a Scheme. 

4.2 Unless you have entered into a framework agreement in writing, including a FundingConnect framework/master agreement, and/or a CCS call-off contract (“Framework Agreement”), no other terms are implied by trade, custom, practice or course of dealing. To the extent that they apply, and in the event of a conflict between the terms of this Agreement and the Framework Agreement between the Parties, the terms and conditions of the Framework Agreement shall prevail.

4.3 You will either be asked to agree to this Agreement via our FundingConnect  Software or manually (such as by email). If for any reason you are not prompted to affirmatively agree to this Agreement then your continued use of our Services will constitute your agreement to the terms of this Agreement.

4.4 Subject to any Framework Agreement, this Agreement is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

4.5 FundingConnect’s obligations contained in this Agreement are only owed to you and no other party.

4.6 We may from time to time make changes to this Agreement and any policies and agreements which are incorporated herein, and such changes shall be effective immediately upon notification via FundingConnect  Software or such other method including but limited to email. Your use of our Services after such changes or your Grant of our Products, shall constitute your acceptance to such changes.

SECURITY OBLIGATIONS

4.7 You must ensure that any user IDs, magic links, passwords, and other access credentials for your FundingConnect Software account are kept strictly confidential and not shared with any unauthorised person.

4.8 You are responsible for any and all actions taken using yours and your users’ accounts, passwords or access credentials.

4.9 You must implement and maintain appropriate technical and organisational security measures to protect your account information, including but not limited to:

  1. Regular password changes using strong, unique passwords;
  2. Limiting access to authorised personnel only;
  3. Implementing all security features available within the FundingConnect Software;
  4. Sharing of information including but not limited to any domain or hyperlinks provided by FundingConnect to You; and
  5. Training your personnel on security best practices; 
  6. Maintaining up-to-date security software on all devices used to access the FundingConnect  Software.

4.10 You must implement all security measures recommended or required by FundingConnect from time to time, including but not limited to two-factor authentication (2FA), without delay.

4.11 You must notify FundingConnect immediately of any breach, or suspected breach of security or unauthorised use of your FundingConnect account.

4.12 You acknowledge and agree that failure to comply with these security obligations may result in unauthorised access to your account and misuse of Products, for which you will remain fully liable as set out in Clause A 12.3.

4.13 You acknowledge that FundingConnect requires mandatory two-factor authentication (2FA) for all users accessing the FundingConnect platform as an essential security measure to protect against unauthorised access.

4.14 The “FundingConnect Two-Factor Authentication Removal” document (“2FA Removal Document“) is hereby incorporated by reference into this Agreement. 

4.15 If you choose not to implement 2FA as recommended by FundingConnect, you must:

  1. Complete and sign the 2FA Removal Document;
  2. Explicitly acknowledge and accept the increased security risks associated with not using 2FA; and
  3. Accept full liability for all losses, damages, costs, and expenses that may arise from security breaches that could have been prevented by implementing 2FA.

4.16 You acknowledge that by signing the 2FA Removal Document, you are agreeing to its terms in addition to the terms of this Agreement.

4.17 Notwithstanding any signature of the 2FA Removal Document, you remain fully responsible for implementing alternative security measures to mitigate the increased risks associated with not using 2FA.

4.18 FundingConnect reserves the right to immediately suspend your access to the FundingConnect Software without liability if FundingConnect reasonably believes there has been a security breach or your account has been compromised, until such time as the security issue has been resolved to FundingConnect’s satisfaction.

4.19 FundingConnect reserves the right to conduct audits of your compliance with this Agreement upon reasonable notice. You shall provide all requested documentation and access to systems as reasonably required.

4.20 Notwithstanding clause 4.6, where changes are required to comply with applicable law or regulatory requirements, such changes shall take effect immediately upon notification and your continued use of the Services shall constitute acceptance.

4.21 This Agreement and each of the documents we refer to in them form the relationship between you and us as follows:

  1. Section A: General terms for all Products
  2. Section B: Additional terms for Vouchers
  3. Section C: Additional terms for Cards
  4. Section D: Additional terms for Cash

A5. SCHEMES

5.1 Your placing of an order whether by clause 2.2.1 or 2.2.2 will be treated as an offer by you to place an order for the Products specified in the order subject to the terms of this Agreement and “Grant” shall mean any such order placed by the Organisation either through the FundingConnect Software or by Manual Purchase.

5.2 Every Grant for Products received from you shall be deemed to be an offer by you to purchase Products subject to this Agreement. If FundingConnect accepts a Grant it will notify the Organisation with an order confirmation confirming the details of the Grant.

5.3 You irrevocably confirm that once you have selected or agreed your payment method with FundingConnect then you have committed to be bound to purchase the Products at the price that is identified in such Grant (“Purchase Price”).  

5.4 Once you have created a Scheme:

  1. FundingConnect Software shall create the right for you to assign the relevant Products to certain Recipients and upon your notification to do so, it shall assign such Products to the Recipients. FundingConnect shall then create a link to enable the Recipients to download and access the Products; or
  2. FundingConnect may provide certain types of Products manually (including the use of our postal method of delivery) and we shall describe such process to you prior to you placing a Grant, including but not limited to providing you with training.

5.5 You agree that you will only set up and distribute the Products through the FundingConnect Software, unless otherwise expressly agreed in writing by FundingConnect, and you shall not print or otherwise reproduce the Products. 

5.6 You acknowledge that failure to follow the requirements of this clause A3, and any other notices provided to you by FundingConnect in the Platform or otherwise may result in the  Vouchers being unable to be redeemed by Recipients in post office branches.

5.7 FundingConnect shall not be responsible or have any liability where your failure to follow the terms of this Agreement results in a Recipient being unable to redeem a Product, or where such redemption is delayed due to the correct process and documentation not being used. 

A6. PAYMENT

6.1 Subject to clause A6.2, you irrevocably confirm and acknowledge that your obligation to pay the Purchase Price to FundingConnect is absolute and not conditional upon any confirmation or approval from any third party (including but not limited to any confirmation that such party will reimburse you for any such costs).

6.2 You agree that, unless agreed otherwise in writing by FundingConnect, you shall pay the Purchase Price in cleared funds before FundingConnect is obligated to deliver its Services under this Agreement.  Unless FundingConnect directs in writing otherwise, the Organisation shall pay such invoice within 14 days of the invoice date to such bank account nominated by FundingConnect from time to time. In some circumstances, FundingConnect will require immediate payment before proceeding.

6.3 FundingConnect may from time to time impose a credit limit on you.

6.4 You have the right to pay at the time of confirmation and to make a direct payment at the time of the Grant, or to make a payment by way of an invoice which will then, for example, facilitate any payment by a third party if applicable.  If you opt for payment by invoice, we shall issue an invoice to you or the appropriate legitimate payer as selected by you. The invoice will reflect the appropriate payment terms which will also apply to our contract with you.

6.5 You agree that FundingConnect has the right to set off any amounts it holds on your behalf against any monies that are owed by you or the paying party to FundingConnect from time to time.

6.6 Without prejudice to any other right or remedy that it may have, if the Organisation fails to pay FundingConnect any sum due under this Agreement on the due date:

  1. the Organisation shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
  2. FundingConnect may suspend or postpone all or part of its Services until payment has been made in full.

6.7 All sums payable to FundingConnect under this Agreement:

  1. are exclusive of VAT, and the Organisation shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
  2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.8 Floats. To the extent that the parties operate a float system (where funds are advanced by the Organisation to FundingConnect in advance of creating and launch a Scheme) (“Float”) then the following provisions shall apply:

  1. the parties shall agree the relevant details including the Float amount and the period of time that it shall be held by FundingConnect;
  2. once such details are agreed FundingConnect will invoice the Organisation for such Float amount and the Organisation shall advance such funds to FundingConnect;
  3. FundingConnect shall be entitled to use such Float funds to purchase the relevant Products to satisfy any Scheme and the provision of Grants under a Scheme to Recipients;
  4. any such funds used for the Grant shall be set off against any FundingConnect invoice and the amount in such Float will be reduced accordingly; and
  5. if at any point the Float has insufficient funds to settle any Grant or impending Grant (including any anticipated purchases) then FundingConnect shall not be obliged to purchase any Products for the Organisation, until the Organisation has transferred sufficient funds in place to FundingConnect’s satisfaction. 

6.9 For the avoidance of doubt, you understand that once a payment has been made to FundingConnect, you no longer have any control over those funds and FundingConnect has full discretion as to which third party providers we use in order to satisfy the relevant Grant. 

6.10 FundingConnect reserves the right to increase the Purchase Price and any fees upon 30 days’ written notice. Continued use of the Services after such notice period shall constitute acceptance of the revised pricing.

6.11 Both parties acknowledge and agree that the Pricing and Fees agreed between the parties prior to the commencement of this Agreement was based on the Organisation’s estimated spend value for the term of the Agreement (the “Estimated Spend Threshold“) and estimated number of annual grant applications set out in the pricing matrix in the proposal document provided to the Organisation (the “Pricing Matrix“).

6.12 The Pricing and Fees are contingent upon the Organisation maintaining the Estimated Spend Threshold, and not exceeding the agreed limit on the number of grant applications for the term of the Agreement. “Throughput Value” means the agreed total value of all Orders or Grants during any twelve (12) calendar month period, calculated on a rolling basis.

6.13 FundingConnect shall during intervals throughout the year review actual application throughput by the Organisation against agreed Throughput Value.

6.14 If the Throughput Value increases above the Estimated Spend Threshold, FundingConnect shall in its sole discretion and without liability:

6.14.1. increase the pricing and fees to the rate applicable to the Organisation’s actual Throughput Value in accordance with the Pricing Matrix, effective from the first day of the calendar month following five (5) Business Days’ written notice; and/or

6.14.2. immediately limit, suspend or restrict the Organisation’s ability to accept or review applications or award Grants until:

6.14.2.1. the increased fees are in place and and paid by the Organisation; or

6.14.2.2. the Organisation’s Throughput Value meets or exceeds the Estimated Spend Threshold for a consecutive three (3) calendar month period.

6.15 For the avoidance of doubt, this clause operates independently of any other pricing adjustment mechanisms in this Agreement. FundingConnect may exercise its rights under this clause cumulatively with any other price increase rights. Also, the suspension right in A6.13.2 is in addition to and does not limit the rights in clauses A6.6.2 and A15.2.

A7. ALLOCATION AND USE OF PRODUCTS

7.1 Once you have approved and awarded a Grant to an Applicant, it is your responsibility to ensure that the relevant information is provided to us and you shall formally assign such Products to the appropriate Recipients  in accordance with clauses A5.4.1  and A5.4.2. 

7.2 The expiration date of the Products varies depending on the type of Product purchased. The Organisation acknowledges and accepts that:

  1. from time to time the expiry dates will vary depending on the third party provider of such Products; and
  2. FundingConnect reserves the right to vary the expiry dates from time to time.

7.3 Subject to clause A 4.2, where the Product you have chosen to Grant is required to be assigned to and claimed by a Recipient prior to voucher generation then the following expiry dates apply:

  1. the expiry date for a Recipient to claim the Card or Voucher shall also be 11 months from the date of the Grant placed by you (“Recipient Expiry Date”). You hereby agree to notify the Recipients of the expiry date of the link to claim and access the Card and Voucher from time to time.

7.4 You agree that you shall:

  1. provide the correct details of the Recipients to FundingConnect either (i) into the FundingConnect Software; or (ii) manually, and further, you take responsibility for any errors or omissions that result in any incorrect or omitted details provided to us; and
  2. if required to do so, you shall obtain and maintain the consent of the Recipients for FundingConnect to email/text or otherwise communicate with them to enable the Recipients to access and use the Products.

7.5 You irrevocably confirm and acknowledge that:

  1. if any Recipients are unsuccessful in claiming any FundingConnect links to generate access to Products within any applicable deadlines (such as not claiming by the Recipient Expiry Date) then neither FundingConnect, nor any other person shall be liable to pay you or such Recipient any refund for such failure; 
  2. if any Recipients are unsuccessful in redeeming any claimed Products for any reason (including expiration of such Product in accordance with the third party provider) then neither FundingConnect, nor any other person shall be liable to pay you or such Recipient any refund for such failure; and 
  3. FundingConnect  shall not be liable to monitor whether any persons/Recipients have failed to claim any Products that they may be entitled to or whether Recipients have redeemed such Products with any third party (if relevant). You acknowledge that once a Recipient has received a Product then they will have to rely on the end user terms and conditions of the relevant third party provider.

7.6 The Products are at your risk once delivered to you or to the Recipient or recipient nominated by you. For example, in the unlikely event where a third party provider becomes insolvent, or enters into administration and a Recipient has redeemed a Product, the value of the Product may not be available to spend, and will be subject to the terms and conditions of the relevant third party provider.

7.7 You acknowledge that third-party providers may change their terms and conditions, expiry dates, or redemption processes from time to time. FundingConnect shall notify you of material changes where practicable, but shall have no liability for any such changes or for any Products that become unavailable or subject to less favourable terms.

7.8 Title and risk in Products shall pass to you (or the Recipients as applicable) upon assignment of the Products. FundingConnect shall have no liability for Products after assignment, including but not limited to any defects, unavailability, or changes to redemption terms imposed by third-party providers.

A8. OUR OBLIGATIONS

8.1 In consideration of your agreeing to comply with the terms of this Agreement and to pay the Purchase Price, FundingConnect shall provide the Services to you.

8.2 FundingConnect  shall provide its Services with reasonable care and skill pursuant to the terms of this Agreement.

8.3 FundingConnect’s obligations are limited to providing the Services in accordance with this Agreement. FundingConnect makes no warranties or representations regarding: (a) the availability, quality, or terms of third-party Products; (b) the suitability of the Services for your particular purposes; (c) uninterrupted or error-free operation of the FundingConnect Software; or (d) the outcomes of any Schemes you establish.

A9. YOUR OBLIGATIONS 

9.1 In using our Services, you acknowledge and agree that you:

  1. are legally permitted under applicable law to receive and make use of our Services, there is no other reason to prevent you from agreeing to this Agreement and you are not aware of any legal or regulatory reason why you should not be able to use our Services;
  2. will ensure that any information you provide to us is true, accurate, up-to-date and complete, and you will inform us immediately if there is a change concerning any information you provide to us;
  3. understand that we are in no way endorsing any third party providers we use to provide you with our Services; 
  4. will at all times act in accordance with Applicable Law, including (but not limited) in relation to: (i) complying with all anti-money laundering and counter-terrorist financing laws; (ii) complying with all anti-corruption and anti-bribery laws; (iii) not committing an offence relating to the facilitation of tax evasion; and (iv) not committing fraud;
  5. you will not breach, or cause us to breach, any of our third party provider’s policies, handbooks, procedures or terms; and
  6. understand that we are not performing a regulated payment service;. 
  7. You shall comply with all applicable sanctions laws and shall not use the Services to provide Products to any person or entity subject to sanctions or located in a sanctioned jurisdiction; 
  8. You shall implement and maintain adequate systems and controls to prevent fraud, including but not limited to verification of Applicant identities and eligibility where appropriate.

9.2 You shall notify FundingConnect immediately upon becoming aware of: (a) any fraud or suspected fraud involving the Services; (b) any regulatory investigation or inquiry relating to your use of the Services; (c) any material breach of this Agreement; or (d) any circumstance that may result in a claim against FundingConnect.

A10. REFUNDS

10.1 This clause A10 shall only apply to the person who is responsible for paying the Purchase Price, which will be the Organisation or from time to time a third party such as a local authority or Government body (the “Payer”).

10.2 The Payer acknowledges and agrees that any refunds shall be in accordance with the FundingConnect Refund Policy (as updated from time to time). 

10.3 The Payer irrevocably agrees that FundingConnect has no obligation to refund or credit any amounts that relate to any Products that have: 

  1. been accessed and viewed on the FundingConnect link by a Recipient (‘Claimed’) by the Recipient Expiry Date; 
  2. not been Claimed by a Recipient by the Recipient Expiry Date or the Cash Expiry Date; and/or
  3. not been Claimed by any other relevant expiry date as notified by a third party provider from time to time.

10.4 Any vouchers showing with the status unclaimed, will be returned subject to fees. 

10.5 Further where any Grant has not been claimed to the extent that it has been generated by a third party provider then you shall not be entitled to any refund unless agreed otherwise in writing by FundingConnect . 

10.6 You acknowledge that any refunds (if applicable) may be paid by way of deductions or set off, in accordance with the rest of this clause A10.

10.7 In the special circumstances where FundingConnect is able to provide any refund for Products then you acknowledge and agree that the current FundingConnect refund policy at such time shall apply (“Refund Policy”). You acknowledge and accept that FundingConnect ’ ability to provide refunds may be dependent on third party providers and our refund policy has to be flexible to adapt to the corresponding third party and other related costs that FundingConnect  may suffer from time to time;

10.8 You acknowledge and accept that the Refund Policy includes certain conditions and costs including but not limited to (as applicable):

  1. surcharges applied on any credit note or refund;
  2. administrative fees;
  3. issue fees; 
  4. additional fees where credit or bank cards were used for payments to FundingConnect ; and/or
  5. any VAT (where applicable) will be added in addition to the amounts described above.

10.9 You agree and acknowledge that the charges referred to in this clause A10 are subject to change, for example, in the event that FundingConnect  is subject to further charges relating to this Agreement which are outside of FundingConnect ’s control. Such changes will be notified to you from time to time in the event of any increases.

10.10 You also agree that FundingConnect may also on an annual basis increase any fees or charges as set out in this clause A10 in line with the Consumer Price Index in the preceding 12-month period.

A11. OUR LIABILITY – PLEASE READ CAREFULLY

11.1 References to liability in this clause A11 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 No limitation of your payment obligations. Nothing in this clause A11 shall limit your payment obligations under this Agreement.

11.3 Liabilities which cannot legally be limited. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

  1. death or personal injury caused by negligence; and
  2. fraud or fraudulent misrepresentation.

11.4 Subject to clause A11.3, FundingConnect’s total liability for any breach (or breaches related to the same Grant) shall be limited to the total amount of the Purchase Price of the relevant Grant.

11.5 Subject to clause A11.3, this clause A11.5 specifies the types of losses that are excluded:

  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  1. loss of anticipated savings;
  2. loss of use or corruption of software, data or information;
  3. loss of or damage to goodwill; and
  4. indirect or consequential loss.

11.6 FundingConnect  will not be liable to you for any loss as a consequence of: 

  1. any action or inaction we take in order to comply with applicable law; 
  2. refusal of a third party provider in respect of an Grant;
  3. any lack of availability of or suspension of any third party providers’ services we rely on in connection with the provision of our Services;
  4. as a result of any act, omission, failure, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system, or regulatory, governmental or supra-national body or authority;
  5. any information, bookings (including but not limited to specific information around dietary requirements), events, communications or documents (“Content”) that have been inserted, uploaded or otherwise set out on our FundingConnect  Software where such Content originated from a third party;
  6. an attack by a third party on our FundingConnect  Software;
  7. events that are unforeseeable or outside of our reasonable control (“Events Outside Our Control”); or
  8. any other loss for which we have explicitly excluded liability for under this Agreement.
  9. For the avoidance of doubt, security breaches resulting from your failure to comply with your security obligations under this Agreement shall not be considered Events Outside Our Control, regardless of whether such breaches involve third-party attacks or malicious actions.

11.7 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:

  1. we will contact you as soon as reasonably possible to notify you; and
  2. our obligations, and your access to the Products and our Services, pursuant to this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control, unless we need to terminate our Agreement with you. 

11.8 Exclusion of statutory implied term. FundingConnect has given commitments as to its levels of service in accordance with clause A 5.3. In view of this obligation, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

A12. YOUR LIABILITY – PLEASE READ CAREFULLY

12.1 You agree to indemnify us for any losses to us that arise from or relate to:

  1. your breach of any applicable law or this Agreement, or any representation you provide to us being untrue;
  2. any fees, taxes or cost not imposed by or via us, which we pay on your behalf;
  3. losses resulting from the Recipients use of the Products; and
  4. any fees, taxes or costs not imposed by or via us, which we pay on the Recipient’s behalf.

12.2 Losses for the purposes of clause A 12.1 include direct and indirect losses, as well as any costs and expenses (including reasonable legal fees).

12.3 Without limiting any other provision of this Agreement, you shall be fully liable for all losses, damages, costs, and expenses incurred by FundingConnect  as a result of:

  1. Any security breach caused by or contributed to by your failure to adequately protect your account information;
  2. Your failure to implement any security measures recommended or required by FundingConnect ;
  3. Compromised email accounts, user credentials, or other access methods within your control;
  4. Any unauthorised access to your FundingConnect  account resulting from your breach of the security obligations in this Agreement; and
  5. Any security breach that could have been prevented by implementing 2FA if you have opted out of using 2FA.

12.4 Your liability under clause A 12.3 includes, but is not limited to:

  1. The full value of any Products fraudulently obtained or misused;
  2. Administrative costs incurred by FundingConnect  in addressing the security breach;
  3. Costs of notifying affected Recipients;
  4. Legal costs incurred by FundingConnect ; and
  5. Reputational damage to FundingConnect .

12.5 You acknowledge that monetary damages may not be a sufficient remedy for unauthorised disclosure of confidential information or security breaches, and that FundingConnect  shall be entitled to seek injunctive relief in addition to all other remedies available at law or equity.

12.6 For the avoidance of doubt, the limitations of liability set out in Clause A11.4 and A11.5 shall not apply to your liability under Clause A 12.3.

A13. DATA PROTECTION

13.1 The parties shall enter into a separate Data Processing Agreement at the commencement of our relationship which will govern how and when we may process any Personal Data to provide our Services to you.  

13.2 Each party agrees to abide by the terms set out in the Data Processing Agreement and that breach of the Data Processing Agreement may be considered a breach of contract under this Agreement. 

A14. INTELLECTUAL PROPERTY RIGHTS

14.1 FundingConnect grants you a non-exclusive, non-transferable, revocable, limited license to use the FundingConnect Software and Services strictly in accordance with this Agreement. This license terminates automatically upon Agreement termination or breach.

14.2 Where you upload any Organisation branding, logos or trademarks to the FundingConnect Software, you grant to FundingConnect a non-exclusive, transferable, irrevocable, worldwide licence to use such branding, logos or trademarks for the provision of the Products and Services.  

A15. COMMENCEMENT, TERMINATION AND SUSPENSION 

15.1 This Agreement shall take effect from the date on which you start using our Services. 

15.2 We may suspend all or part of our Services;

  1. in order to conduct maintenance in good faith; and
  2. in the event we, or any third party provider we use in connection with our Services, in our/their discretion, determines that the provision of our Services would give rise to any legal, regulatory, reputational or other risk.

15.3 We may terminate all or part of this Agreement with immediate effect by giving you reasonable notice and without liability to you if:

  1. we are required to by any third party provider we use in connection with the provision of our Services;
  2. any third party provider we use ceases to provide a material component of our Services or alters their terms in such a way as to make our Services unavailable;
  3. you are in breach of this Agreement and either (i) that breach is incapable of remedy, or (ii) you fail to remedy the breach within 10 business days of being notified of that breach; or
  4. if you are unable to pay your debts as they fall due or a petition for winding up is presented or you shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation), or you enter into an arrangement with your creditors generally, or an administrator, an examiner or any equivalent is appointed over your assets, or you have a receiver appointed over all or any part of your assets, or you suffer any execution over such assets.

15.4 On termination or expiry of this Agreement (howsoever arising), the following shall apply with immediate effect:

15.4.1. your right to use the FundingConnect Software and the Services shall cease immediately, subject only to the Transitional Access Period set out in clause A15.5;

15.4.2. you shall immediately cease creating any new Schemes, placing any new Grants, or distributing any Products through the FundingConnect Software;

15.4.3. all outstanding sums owed by you to FundingConnect shall become immediately due and payable, including all fees, charges, Purchase Prices, and other amounts accrued under this Agreement, and FundingConnect shall be entitled to withhold access to the FundingConnect Software (including during any Transitional Access Period) until all such sums have been paid in full;

15.4.4. any Float held by FundingConnect shall first be applied against any outstanding sums owed by you to FundingConnect, and any remaining balance shall be returned to you (less any applicable deductions in accordance with this Agreement) within 30 days of termination, subject to clause A10;

15.4.5. all Grants already placed and Products already distributed prior to the date of termination shall continue to be governed by the relevant terms of this Agreement, which shall survive to the extent necessary for that purpose;

15.4.6. you shall promptly cease all use of FundingConnect intellectual property, including branding, software, documentation, and any materials provided by FundingConnect under this Agreement, and shall not hold yourself out as a FundingConnect customer or authorised partner following termination;

15.4.7. each party shall, at the written request of the other party, promptly return or destroy (as the requesting party directs) all confidential information of the other party in its possession, subject to any legal or regulatory obligation to retain such information and to clause A17; and

15.4.8. any accrued rights, obligations, and liabilities of the parties as at the date of termination shall not be affected by termination, and termination shall not entitle the Organisation to any refund of amounts already paid.

15.5 All rights, obligations and liabilities of the parties accrued up to and including the date of termination shall not be affected by termination, including any obligation you have to pay any amounts to FundingConnect  and termination of this Agreement shall not entitle you to a refund in respect of amounts already paid.

15.6 Termination of this Agreement shall not affect the continued operation or enforcement of any provision of this Agreement which reflects an intention of the parties that it should survive termination.

A16. COMMUNICATIONS AND SUPPORT

16.1 To contact us please telephone 01638 597126 or send an email to [email protected].

16.2 Communications between us shall be in English. Should we receive a communication or instruction which purports to be from you, we are entitled, but are not obliged, to rely on and conclusively presume that such communication or instructions have been given by you. We may record and monitor conversations we have with you.

16.3 You must keep your contact information with us up to date, as any communication we send to your contact details will be deemed received by you, regardless of whether you actually receive it. 

16.4 You accept that we are deemed to have received any email correspondence at the time we access it. You accept that there may be a delay in responding to correspondence received. You also acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of it not reaching the intended recipient.

16.5 If you need to raise a complaint, our Complaints Policy is available on the FundingConnect website.

A17. CONFIDENTIALITY

17.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause A17.2.

17.2 Each party may disclose the other party’s confidential information:

  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause A17; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

A18. FAIR USAGE – APPLICATION VOLUMES

18.1. The FundingConnect Software is provided on the basis of fair and reasonable use. Whilst FundingConnect does not impose a fixed limit on the number of Applications that may be submitted through the FundingConnect Software under any Scheme, save where you are subject to the applicable limit for the ‘Small Organisation Tier’ , you acknowledge and agree that the volume of Applications processed must remain within levels that are reasonable and consistent with the normal and intended use of the FundingConnect Software (“Fair Usage“).

18.2. FundingConnect shall, acting reasonably, determine from time to time whether the volume of Applications being submitted through the FundingConnect Software by or on behalf of the Organisation has reached a level that, in FundingConnect’s reasonable opinion, is excessive, unreasonable, or risks adversely affecting the performance, stability, integrity, or availability of the FundingConnect Software for other users (“Excessive Usage“).

18.3. Where FundingConnect considers that Excessive Usage is occurring or is likely to occur, FundingConnect shall use reasonable endeavours to notify you of this as soon as reasonably practicable. Following such notification, you shall take all reasonable steps to reduce the volume of Applications to a level that FundingConnect considers acceptable within the timeframe specified in such notice.

18.4. Without prejudice to any other right or remedy available to FundingConnect under this Agreement or at law, if:

18.4.1 Excessive Usage is occurring and FundingConnect reasonably considers that immediate action is necessary to protect the FundingConnect Software; or

18.4.2. you have been notified of Excessive Usage in accordance with clause A18.3 and have failed to reduce Application volumes to an acceptable level within the timeframe specified,

FundingConnect reserves the right, without liability to you, to limit, throttle, restrict, or suspend your access to the FundingConnect Software (in whole or in part), including your ability to submit, accept, process, or review Applications, until such time as the Application volume has been reduced to a level that FundingConnect, acting reasonably, considers acceptable.

18.5. FundingConnect shall notify you promptly of any limitation or suspension imposed under clause A 18.4 and shall restore full access as soon as reasonably practicable once the Application volumes have returned to an acceptable level. For the avoidance of doubt:

18.5.1. any suspension or restriction imposed under this clause A19 is in addition to and does not limit FundingConnect’s rights under clauses A6.6.2, A4.18, and A15.2; and

18.5.2. FundingConnect shall have no liability to you or any Applicant, Recipient, or Referral Partner for any loss, delay, or damage arising from any limitation or suspension imposed in accordance with this clause A18.

A19. POST-TERMINATION TRANSITIONAL ACCESS PERIOD

19.1. Subject to the conditions of this clause A19.2, following termination or expiry of this Agreement (howsoever arising) FundingConnect shall provide the Organisation with access to the FundingConnect Software on a read-only basis for a period of three (3) calendar months from the date of termination or expiry (the “Transitional Access Period“).

19.2. During the Transitional Access Period:

19.2.1. the Organisation’s access shall be limited strictly to viewing, downloading, and exporting its own data and information (including Scheme data, Applicant data, Recipient data, and Grant records) held within the FundingConnect Software at the date of termination, for the sole purpose of enabling the Organisation to migrate to an alternative provider or to provide equivalent services itself (the “Permitted Transitional Purpose“);

19.2.2. the Organisation shall not create any new Schemes, submit new Applications, place new Grants, distribute any Products, or undertake any other operational activity through the FundingConnect Software;

19.2.3. FundingConnect may charge a reasonable access fee for the provision of the Transitional Access Period, which shall be notified to the Organisation at or prior to termination; and

19.2.4. all applicable terms of this Agreement shall continue to apply during the Transitional Access Period to the extent relevant and consistent with read-only access, including without limitation clauses A4 (Contract and Security Obligations), A9 (Your Obligations), A11 (Our Liability), A12 (Your Liability), A13 (Data Protection), A14 (Intellectual Property Rights), A16 (Communications), A17 (Confidentiality), and A19 (General).

A 20. FundingConnect shall have no obligation to provide new functionality, upgrades, or enhancements to the FundingConnect Software during the Transitional Access Period, and clause A11 (Our Liability) shall continue to apply in full.

A 21. FundingConnect shall have no obligation to assist with data migration to any alternative provider during the Transitional Access Period beyond providing read-only access to the relevant data;

21.2 all intellectual property rights in the FundingConnect Software shall remain vested exclusively in FundingConnect, and the Organisation shall acquire no additional rights by virtue of the Transitional Access Period; and

A 22. FundingConnect may terminate the Transitional Access Period immediately and without liability to the Organisation if:

22.1. any outstanding sums owed to FundingConnect remain unpaid;

22.2. the Organisation uses its access for any purpose other than the Permitted Transitional Purpose;

22.3. the Organisation breaches any continuing obligation under this Agreement; or

22.4. FundingConnect is required to do so by any applicable law, regulatory authority, or third party provider.

A 23. During the Transitional Access Period, the Organisation shall:

23.1. restrict access to the FundingConnect Software to authorised personnel only and continue to comply with all security obligations under clause A4;

23.2. handle all data exported or downloaded from the FundingConnect Software in accordance with all applicable data protection laws and the Data Processing Agreement referred to in clause A13; and

23.3. comply with FundingConnect’s reasonable instructions in relation to the management and export of data.

A24. At the end of the Transitional Access Period, the Organisation’s access to the FundingConnect Software shall be permanently revoked. FundingConnect shall have no obligation to retain the Organisation’s data beyond the Transitional Access Period (save as required by applicable law or the Data Processing Agreement) and may delete or anonymise such data at its discretion thereafter.

A25. The Transitional Access Period shall not apply where termination has arisen as a result of:

25.1. fraud, wilful misconduct, or a material breach of this Agreement by the Organisation which is incapable of remedy; or

25.2. the Organisation’s insolvency or the appointment of an administrator, receiver, or equivalent insolvency practitioner over all or part of the Organisation’s assets, in which case FundingConnect may, at its sole discretion, withhold or curtail the Transitional Access Period entirely.

A 26. For the avoidance of doubt, the provision of read-only access during the Transitional Access Period shall not constitute a waiver of any breach of this Agreement by the Organisation, nor shall it prejudice or limit any right or remedy available to FundingConnect.

A27. GENERAL

27.1 Updates to this Agreement. You agree that we shall have the right to make changes to this Agreement from time to time, but if we do we will give you reasonable written notice (which may in some cases mean that changes are made with immediate effect, for example if they are to comply with applicable law, or if they are to your advantage). You will be treated as accepting any change that we make to this Agreement unless you tell us promptly that you do not agree to the change, in which case you must notify us. We may treat such notification as termination of this Agreement, to take effect from the date that the change would otherwise come into effect. 

27.2 Assignment and transfer. FundingConnect  may freely assign or transfer its rights and obligations under this Agreement. You may only assign or transfer your rights or your obligations under this Agreement if we agree in writing.

27.3 Intellectual property: 

  1. FundingConnect (and its licensors, if any) shall retain all right, title, and interest in and to all intellectual property and proprietary rights relating to the FundingConnect Software, including but not limited to all software, technology, source code, algorithms, databases, data, content, documentation, designs, trademarks, service marks, trade names, logos, and proprietary methodologies, whether registered or unregistered, and all related goodwill. FundingConnect may freely assign, transfer, or license these rights to any third party without restriction. All goodwill arising from your use of the Services inures exclusively to FundingConnect’s benefit. You shall not assign any rights granted herein without the prior written consent of FundingConnect. 
  2. Nothing in this Agreement shall be construed as granting you any license or other rights (whether by implication, estoppel, or otherwise) in or to any intellectual property or proprietary rights of FundingConnect (and its licensors, if any), except as expressly set out in this Agreement. Any rights granted to you are strictly non-exclusive, non-transferable, revocable, and limited to personal use of the Services as intended. All rights not expressly granted to you are reserved by FundingConnect and its licensors. 
  3. FundingConnect excludes all liability for third-party intellectual property infringement claims arising from your use of the Products or Services. You are solely responsible for ensuring your use does not infringe third-party rights and shall indemnify FundingConnect against all IP-related claims, damages, and costs arising from your use of the Services.

27.4 Waiver. If we do not insist that you perform any of your obligations under this Agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

27.5 Severance. Each paragraph of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

27.6 Third party rights. This Agreement is between you and us. No other person has any rights to enforce any of its terms.

27.7 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the courts of England and Wales.

SECTION B: ADDITIONAL TERMS FOR VOUCHERS

B1. INTRODUCTION 

1.1 This section of this Agreement will apply where a Scheme involves the grant of Vouchers to a Recipient.

B2. REFUNDS FOR VOUCHERS

2.1 Please note that in respect of retail Vouchers no refund is possible once the Voucher has been generated by a third party provider. Any issues with a retail Voucher generated by a third party provider must be taken up with such third party, and are subject to their terms and conditions.

2.2 Where FundingConnect shall agree to a refund for unspent Vouchers, any refunds shall be subject to the following deductions:

  1. cancellation fee plus VAT shall apply to each Voucher purchased. A cancellation shall arise in circumstances including but not limited to where it is necessary to exchange or re-assign a previously issued Voucher because it remained unspent by a recipient;
  2. a surcharge will be applied on any credit note or refund paid against the total value being refunded, or it will be invoiced separately to you;
  3. an administrative fee will be applied against any collective refund;
  4. issue fees;
  5. additional fees where credit or bank cards were used for payments to FundingConnect;
  6. VAT will apply in addition to all sums referred to in this clause B2.2.

2.3 For the avoidance of doubt, the cancellation fee only applies to energy vouchers that were claimed by Recipients and remain unspent, and FundingConnect  shall only agree to cancel and refund a Voucher if the Organisation pays the necessary deductions, including but not limited to the cancellation fee and VAT as set out above.   

B3. DELIVERY OF POSTAL VOUCHERS

3.1 If you purchase any Vouchers which are classified as ‘postal’ then the following shall apply:

  1. FundingConnect and you shall agree the relevant timeframe for delivery to the Recipients;
  2. payment for any Grant must be in advance of FundingConnect  purchasing and delivering such Vouchers;
  3. there may be certain additional fees such as administrative fees, or issue fees applied depending on the type of Grant which are subject to change from time to time;
  4. the Organisation is responsible for providing the correct contact and address details for each Recipient and FundingConnect  shall not be responsible for any incorrect deliveries which are due to incorrect information provided to FundingConnect ;
  5. the Organisation agrees and acknowledges that FundingConnect  may send vouchers by second class post and that FundingConnect  shall not be responsible for any risk of non delivery due to this method of delivery.  To the extent the Organisation requires any postal methodology to be upgraded from second class post then FundingConnect  must agree to this in writing in advance and the Organisation shall be responsible for the appropriate additional cost including any additional costs borne by FundingConnect  to facilitate such upgrade; and
  6. for the avoidance of doubt, FundingConnect  shall not be responsible or have any liability where there is any delay or other issue caused to its Services due to any force majeure events including but not limited to any postal strikes.

3.2 You agree that you shall not print any Vouchers without approval from FundingConnect, and any Vouchers you are authorised to print shall be in a confirmed format, and sent out along with a covering letter to recipients using the letter template, guidance and/or information provided to you from time to time by FundingConnect. 

3.3 You acknowledge that failure to follow the requirements of this clause B3, and any other notices provided to you by FundingConnect  in the Platform or otherwise may result in the  Vouchers being unable to be redeemed by recipients in post office branches.

3.4 FundingConnect  shall not be responsible or have any liability where your failure to follow the terms of this Agreement results in a recipient being unable to redeem a  Voucher, or where such redemption is delayed due to the correct process and documentation not being used. 

SECTION C: ADDITIONAL TERMS FOR CARDS

C1. INTRODUCTION 

1.1 This section of this Agreement will apply where you purchase a Card and Grant this to a Recipient.

1.2 The Card is issued by a third party electronic money institution authorised and regulated by the Financial Conduct Authority for the issuance of e-money and the provision of payment services in the UK (the “Issuer”) and the value stored on the Card is electronic money. The Issuer of the Card is not a bank, the account linked to the Card (the “Account”) is not a bank account, the Card is a debit card not a credit or charge card and the funds available are not a deposit. No interest will accrue on the balance linked to the Card.

1.3 FundingConnect  uses a third party distributor (the “Distributor”) of the Issuer in connection with the provision of the Card Services. You may be required to agree to additional terms and conditions provided by the Distributor or the Issuer.

1.4 Funds held in the Account are not protected by the Financial Services Compensation Scheme, instead the Issuer protects the funds through a process called safeguarding, in line with its regulatory requirements. 

1.5 You understand that any cashback we may receive via Issuers or Distributors will not be payable to you. 

C2. FEES AND EXCHANGE RATES 

2.1 Fees that apply to the Card and associated services and/or transactions will be notified to you from time to time in advance of making a Grant on the FundingConnect Software. All fees will be determined in the currency of the relevant Card to which they relate and will be deducted from the relevant Account. 

2.2 FundingConnect  reserves the right to change the applicable fees in accordance with this Agreement. Changes in the reference exchange rate will apply immediately without prior notice.

2.3 If a payment using a Card is made in a currency other than the currency of the Account from which it is taken, then the amount deducted will be the amount of the Card payment converted to the currency of the Account using the reference exchange rate applied by MasterCard® (available at https://www.mastercard.co.uk/en-gb/personal/get-support/convert-currency.html) plus the currency conversion mark-up fee notified to you in the FundingConnect Software. The exchange rate shall be determined on the date that the Card payment is processed. The ‎exchange rate is not set by us or the Issuer and varies throughout the day meaning it may ‎change between the date the Card payment is made and the date it is processed. 

C3. NON-EXECUTED OR INCORRECTLY EXECUTED PAYMENTS

3.1 If the Issuer fails to execute or incorrectly executes a payment made by a Recipient using a Card, the Issuer will promptly reimburse the amount of the payment (including any fees to restore the balance of the Card to the position it would have been at if the defective payment was not made), unless the Issuer can show that the payment service provider has received the payment (in which case they will be liable). In this case, on the Recipient’s request, we will request the Issuer to make reasonable efforts to trace the payment and we will inform the Recipient about the outcome.  

3.2 FundingConnect will not be liable for any payment executed in accordance with the payment instructions given by the Recipient. If the payment the Recipient gives is incorrect or incomplete (for example, you have made a mistake in providing a Recipient’s account details), FundingConnect  will make reasonable efforts to arrange for the Issuer to recover the payment amount. FundingConnect  may charge a fee for any such recovery as indicated in Schedule 1. If the Issuer is not able to recover the payment amount, we will, on the Recipient’s written request, request for the Issuer to provide the Recipient with the relevant information about the payment. 

SECTION D: ADDITIONAL TERMS FOR CASH 

D1. INTRODUCTION 

1.1 This section of this Agreement will apply where you purchase Cash and award it  to a Recipient under a Scheme. 

1.2 You understand that we may use any third party service provider in order to facilitate our provision of Cash. You may be required to agree to additional terms and conditions provided by such a third party provider.

D2. CASH ORDER SPECIFICATIONS

2.1 You understand that FundingConnect may notify you of any minimum value requirements in respect of Cash Grants.

2.2 You may make a Grant for Cash from £10 to £500 in £10 increments, and you acknowledge that the Recipient can only redeem the full value of the Cash at one time and no partial disbursements will be available. 

D3. FEES

3.1 The relevant fees (as updated from time to time) relating to Cash shall be notified to you during the Grant process, prior to you placing a Grant on the FundingConnect Software.