THIS AGREEMENT is dated

BETWEEN

(1) YORK AND NORTH YORKSHIRE COMBINED AUTHORITY of County Hall, Racecourse Lane, Northallerton, North Yorkshire, DL7 8AD (the “Combined Authority”); and

(2) THE NORTH YORKSHIRE COUNCIL whose registered office is at County Hall, Racecourse Lane, Northallerton, North Yorkshire. DL7 8AD (the “Provider”)

BACKGROUND

(A) York and North Yorkshire Combined Authority (YNYCA) is the accountable body responsible for commissioning devolved Adult Skills Fund (ASF) provision. The purpose of the ASF is to support adult learners to gain skills which will lead them to meaningful, sustained, and relevant employment, or to enable them to progress to further learning. Funding for Free Courses for Jobs (FCFJ) may be included in the ASF Grant Allocation and detailed in Schedule 2 (Financial Forecast and Payment Plan). Provision for Tailored Learning may be included in the ASF Grant Allocation and detailed in Schedule 2 (Financial Forecast and Payment Plan). Tailored Learning supports wider outcomes, such as to improve health and wellbeing, equip parents / carers to support their child’s learning, and develop strong communities. The ASF will be delivered in accordance with this Agreement, the Combined Authority ASF Funding and Performance Management Rules and the Combined Authority ASF Performance Management Framework.

(B) The YNYCA Adult Skills Fund Commissioning Plan introduces a 3-tier funding methodology which includes a Method 1 and Method 2 Grant allocation process. Distribution of funding is made in accordance with the Combined Authority ASF Funding Rates and Formula.

(D) The Grant Allocation is subject to the necessary funds being available when payment falls due. The Provider agrees and accepts that payments of the Grant can only be made to the extent that the Combined Authority has available funds.

(E) The Project to be delivered under this Agreement are those as set out in Schedule 1 (Delivery Plan) which is agreed on an annual basis, prior to the commencement of the Academic Year. The Project must be delivered in accordance with the current Combined Authority ASF Funding and Performance Management Rules and the Combined Authority ASF Performance Management Framework, as amended from time to time by the Combined Authority. These documents form the basis of, and are incorporated into, this Agreement and outline the purpose for which the Grant is intended.

(F) Providers must ensure that they are appraised of the latest version of the following documents, available on the official York and North Yorkshire Combined Authority website to ensure that they are adhering to the most up to date version:

Combined Authority ASF Funding and Performance Management Rules

Combined Authority ASF Performance Management Framework

Combined Authority ASF Funding Rates and Formula

Combined Authority ASF Audit Plan

(G) This Agreement is intended to ensure that the Grant is used for the purpose for which it is allocated.

AGREED TERMS

1 Definitions

In this Agreement the following terms shall have the following meanings:

Academic Year	means the period from 01 August to 31 July the following year;
Access to Higher Education Diploma/s	means a Level 3 Qualification awarded in England and Wales that is designed for adult Learners aged 19+ who are returning to education. These qualifications are recognised by universities in the United Kingdom as an alternative route to undergraduate study;
Accreditation	means the achievement of a Qualification following completion of a Learning Programme;
Accreditation Rates	means evidence of Qualification/s achieved by Learners taking part in a Learning Programme;
Adult Skills Fund / ASF	means the programme that provides financial support for adults aged 19 and over to develop essential skills for employment, further education and personal growth. ASF supports a wide range of programmes from basic literacy and numeracy to advanced vocational training;
Agreement Obligations	means obligations as outlined by the Combined Authority verbally, in writing, or as detailed in the Grant Agreement, the Combined Authority ASF Funding and Performance Management Rules, the Combined Authority ASF Performance Management Framework, the Combined Authority ASF Funding Rates and Formula, the Combined Authority ASF Audit Plan and an Obligations Matrix as applicable;
Agreement Term	means the period from the Commencement Date to the Expiry Date and such other date as agreed by virtue of Clause 9 (Variations and Change Control);
Awarding Organisation	means the examination board responsible for setting and awarding secondary education level qualifications such as GCSE’s, standard grades, A levels, highers and vocational qualifications, to students in the United Kingdom;
Background Intellectual Property	means any intellectual property, other than Foreground Intellectual Property, which is used in delivering the Project or comprises part of the Project;
Barred List	means the list of individuals who are barred from engaging in regulated activity with children, vulnerable adults or both in England and Wales maintained by the Disclosure and Barring Service;
Branding Guidance	means the HM Government of the United Kingdom of Great Britain and Northern Ireland Branding Manual alongside any guidance issued by the Combined authority and as amended from time to time;
Bribery Act	means the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning the legislation;
Business Continuity Plan	means any plan prepared pursuant to Clause 7 (Significant Incidents or Emergencies), as may be amended from time to time;
Centre Approval Status	means organisations wishing to offer Qualifications must first become an approved centre. The centre approval process requires the Provider to meet centre quality assurance criteria, to deliver Qualifications and assessments to the required standards;
Change/s	means any proposed Change to the Project or the Performance Monitoring of the Project which must be progressed through Clause 9 (Variations and Change Control) to obtain Combined Authority written authorisation for such a Change;
Change of Control	means (1) any event where any single person or group of persons acting in concert (within the meaning of The City Code on Takeovers and Mergers) acquires any direct or indirect and/or beneficial interest in the share capital (as defined in Section 545 of the Companies Act 2006) of the Provider as a result of which that person or group of persons has a direct or indirect interest in more than 25% of the share capital of the Provider, and/or (2) a change in the top two tiers of the management team of the provider;
Change Request	means a request submitted by the Provider or the Combined Authority in accordance with Clause 9 (Variations and Change Control);
Combined Authority ASF Audit Plan	means the Combined Authority Adult Skills Funding Audit Plan as set out on the official Combined Authority’s website and as amended from time to time;
Combined Authority ASF Funding and Performance Management Rules	means the Combined Authority Adult Skills Fund Funding and Performance Management Rules, as set out on the official York and North Yorkshire Combined Authority website and as amended from time to time;
Combined Authority ASF Funding Rates and Formula	means the Combined Authority Adult Skills Fund Funding Rates and Formula, as set out on the official York and North Yorkshire Combined Authority website and as amended from time to time;
Combined Authority ASF Performance Management Framework	means the Combined Authority Adult Skills Fund Performance Management Framework, as set out on the official York and North Yorkshire Combined Authority website and as amended from time to time;
Combined Authority Data	means any data (including metadata), record, document or information howsoever stored which is either: (a) Communicated by the Combined Authority, its staff, Subcontractors and agents of the Combined Authority in writing, orally, electronically or by any other means relating to the Learners and/or the Project delivered to the Learners; or (b) Obtained, gleaned, compiled or processed by the Provider during the course of the Project delivery relating to the Learners, including Personal Data for which the Combined Authority is the Data Controller, including but not limited to the ILR Data, e-portfolios and Learner Files;
Combined Authority Representative	means the individual who has been nominated to represent the Combined Authority for the purposes of monitoring, administering or meeting any Combined Authority obligations as set out in this Agreement;
Commencement Date	means 1 August 2025
Confidential Information	means any information, including Personal Data as defined by the Data Protection Legislation, and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Parties, together with all information derived from any of the above, and any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked “confidential”);
Crown Body / Bodies	means any department, office or agency of the Crown, including Ofsted, the Care Quality Commission, the Charity Commission, the Office for Students, Ofqual and all Local Authority bodies;
Data Controller	has the meaning given in the Data Protection Legislation;
Data Loss Event	means any event that results, or may result, in unauthorised access to Personal Data held by the Provider under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach;
Data Processing Schedule	means Schedule 3 (Data Processing) to this Agreement setting out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject;
Data Processor	has the meaning given in the Data Protection Legislation;
Data Protection Impact Assessment	means an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data;
Data Protection Legislation	means (i) the UK GDPR, the LED and any applicable national implementing Laws as amended from time to time; (ii) the DPA 2018 to the extent that it relates to processing of Personal Data and privacy; and (iii) all applicable Law about the processing of Personal Data and privacy;
Data Protection Officer	has the meaning given in the Data Protection Legislation;
Data Protection Registration Certificate	means the certificate issued by the Information Commissioner’s Office (ICO) that demonstrates compliance under the Data Protection Act 2018 for organisations processing personal information;
Data Subject/s	has the meaning given in the Data Protection Legislation
Data Subject Access Request	has the meaning given in the Data Protection Legislation;
Deliverable Items /Deliverables	means an item or feature delivered or to be delivered by the Provider at or before the Milestone Date in the Delivery Plan;
Delivery Plan	means the plan submitted to outline the Deliverable Item/s and the Milestones at which the Deliverables are to be delivered within an Academic Year;
Delivery Plan Review	means the annual review and agreement of the Delivery Plan, as agreed by the Parties prior to the Academic Year to agree funding, deliverables and milestones for the Academic Year ahead, and/or any midyear review of the Delivery Plan in accordance with this Agreement;
Department for Education / DfE	means the ministerial department of the government of the United Kingdom that has responsibility for education, including compulsory, further and higher education.;
“Disclosure and Barring Service” or “DBS”	means the non-departmental public body established pursuant to the Protections of Freedoms Act 2012;
Dispute Resolution Procedure	means the procedure for resolving disputes as set out in Clause 21 (Dispute Resolution Procedure);
DPA 2018	means the Data Protection Act 2018;
Earning Adjustment Statement	means the online process for claiming funding that cannot be claimed via the ILR in accordance with the Combined Authority ASF Funding and Performance Management Rules;
Eligible Expenditure	means the amount of money that can be spent on the Project in accordance with Schedule 1 (Delivery Plan), the Combined Authority ASF Funding & Performance Management Rules, Clause 5 (Use of Grant) and Clause 6 (Eligible Expenditure);
Eligible Learners	means Learners who meet the eligibility criteria as set out in the Combined Authority ASF Funding and Performance Management Rules to receive Adult Skills Funding or FCFJ funding on enrolment to a Learning Programme;
Equalities Legislation	means all applicable Laws relating to equalities including but not limited to the Equality Act 2010 and associated statutory guidance;
Expiry Date:	means 31 July 2027 and such other date as agreed by virtue of Clause 9 (Variations and Change Control);
Fee Remission Policy	means a policy designed to outline the charging of fees to Learners and employers and to outline the process for any remission or refunds to which students may be eligible;
Foreground Intellectual Property	means any intellectual property that arises or is obtained or developed by, or on behalf of, the Provider in respect of the Project in the course of or in connection with the delivery of the Project excluding the Learner Files;
Funding Year:	means the funding timescale as set out in Schedule 2 (Financial Forecast and Payment Plan);
Free Courses for Jobs / (FCFJ)	means a programme of targeted support for Eligible Learners to access specific level 3 Qualifications, as described within the Department for Education’s list of Qualifications approved for funding (when filtering on subcategory “Qualification Offer” and “Level 3 Free Courses for Jobs”), available by following this link: https://www.qualifications.education.gov.uk/Search?Status=All&Offer=9
Good Industry Practice	means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;
Governing Body	means the governing body of the Provider including its directors or trustees;
Grant / Grant Allocation	means the sum in whole or in part of the Grant payable to the Provider to deliver the Project; in accordance with this Agreement, Schedule 1 (Delivery Plan), Schedule 2 (Financial Forecast and Payment Plan), the Combined Authority ASF Audit Plan, the Combined Authority ASF Funding & Performance Management Rules, The Combined Authority ASF Funding Rates & Formula and the Combined Authority ASF Performance Management Framework;
Growth / Growth Request	means a request made by the Provider to implement Growth in delivery of the Project, and as authorised in writing by the Combined Authority in accordance with the Combined Authority ASF Funding & Performance Management Rules and Clause 9 (Variations and Change Control) of this Agreement;
HM Government of the United Kingdom of Great Britain and Northern Ireland Branding Manual	means the guidance available, enabling effective branding practices which assist citizens to quickly identify government backed work, available by following this link; https://gcs.civilservice.gov.uk/wp-content/uploads/2022/12/Branding_Funded_By_UKG-.pdf
“ILR” or “Individualised Learner Record”	means the ongoing collection of Learner Data, as submitted by the Provider, directly to the DfE, as set out in the Specification of the Individualised Learner Record, available by following the link below: https://guidance.submit-learner-data.service.gov.uk/25-26/ilr/overview
Incident Response Plan	means each Party’s operational plan for response to and recovery from Significant Incidents or Emergencies as identified in national, local and community risk registers and in accordance with the requirements of the Civil Contingencies Act 2004;
Information Commissioner	means the independent official appointed by the Crown;
Information Commissioner’s Office	means the executive non-departmental public body;
Insolvency Event	means in respect of the Provider: a) A proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or of any other composition scheme or arrangement with; or assignment for the benefit of, its creditors; or b) A shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of a bona fide reconstruction or amalgamation); or c) A petition is presented for its winding up (which is not dismissed within fourteen (14) Working Days of its service) or an application is made for the appointment of a provisional liquidator, or any decision is made by a creditor(s) pursuant to the Insolvency Act 1986; or d) A receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) An application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or f) It is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or g) Being a “small company” within the meaning of section 382(3) of the Companies Act 2006 a moratorium comes into force pursuant to Schedule 1A of the Insolvency Act 1986;
Inspectorate/s	means one, any or all of the inspectorates; Office for Standards in Education, Children’s Services and Skills (Ofsted), the Quality Assurance Agency for Higher Education, the office for Students, the Care Quality Commission (CQC) and the Local Government Ombudsman;
Intellectual Property Rights	means all patents, copyrights and design rights (whether registered or not) and all applications for any of the foregoing and all rights of confidence and Know-How however arising for their full term and any renewals and extensions;
“Key Performance Indicators” or “KPI’s”:	means the Key Performance Indicators as outlined in this Agreement, the Delivery Plan, and in the Combined Authority ASF Performance Management Framework;
Know-How	means information, data, know-how or experience whether patentable or not and including but not limited to any technical and commercial information relating to research, design, development, manufacture, use or sale;
Law/s	means any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, retained EU law within the meaning of section 6(7) of the European Union (Withdrawal) Act 2018, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Provider is bound to comply and/or that applies to the delivery of the Project.
Learner/s	means any third party including any student, trainee or similar to whom the Provider is required to deliver any of the Project;
Learner Completion / Completion/s	means where the Learner has completed their Learning Programme leading to completion of their learning aim, prior to achievement of a Qualification (if applicable);
Learner Data	means data submitted in accordance with the Department for Education (DfE) Specification for the Individualised Learner Record and Clause 26 (Submission of Learner Data);
Learner Disciplinary Policy	means a policy intended to guide all Provider staff in taking a fair and consistent approach in matters of Learner discipline;
“Learner Files” / “Learner Records” / “Learning Plan” / “Evidence Packs:”	means any information relating to a Learner generated by the Provider, the Learner or the third party for the purpose of the delivery of the Learning Programme.
Learning Aims Reference Service / LARS	means the web-based search facility called “Find A Learning Aim” (FaLA), allowing users to search for qualifications and units along with their associated validity and funding detail;
Learning Programme/s	means a programme of education and/or training delivered by the Provider under this Agreement and as detailed in Schedule 1 (Delivery Plan);
LED	means the Law Enforcement Directive (Directive (EU) 2016/680);
Malicious Software	means any software programme or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files., data or other information, executive code or application software macros, whether or not its operation is immediate or delays, and whether the malicious software in introduced wilfully, negligently or without knowledge of its existence.
Matrix Standard	means the Matrix Standard that is owned by the Department for Education and was launched in 2002. It is the international quality standard for organisations that deliver information, advice and/or guidance to clients either as their sole purpose or as part of their wider service offer;
“Milestones/s” or “Milestone Date”	means the profiled stages outlined in Schedule 1 (Delivery Plan) throughout the Academic Year to mark an event of delivery;
“Need to Know”	means a principal where information is shared only with individuals who require it to perform their specific duties or tasks in the delivery of the Project;
Obligations Matrix	means a collaborative tool used during the Agreement Term to highlight key obligations of the Parties in pursuant of delivery of the Project. For the avoidance of doubt, the Obligations Matrix does not replace any of the terms and conditions set out in this Agreement.
Ofqual	means the Office of Qualifications and Examinations Regulation;
Ofqual’s Regulated Qualifications Framework	means a framework launched by Ofqual in 2015 that sets out all of the qualifications that Ofqual regulates in England;
OFSTED	means the Office of Standards in Education, Children’s Services and Skills;
Parties	means the Combined Authority and the Provider, inclusive of any Subcontractor.
“Performance Management” OR “Performance Monitoring”	means any process or processes implemented to monitor the Agreement or delivery of the Project in accordance with the Combined Authority ASF Performance Management Framework, the Combined Authority ASF Audit Plan and Schedule 1 (Delivery Plan);
Performance Management Meetings/ Review/s	means regular meetings or discussions between the Combined Authority and the Provider to discuss performance in accordance with obligations under this Agreement and as further outlined in the Combined Authority ASF Performance Management Framework;
Personal Data	has the meaning given in the Data Protection Legislation and where used in this Agreement refers to any such Personal Data processed by the Provider on behalf of the Combined Authority under this Agreement;
Personal Data Breach	has the meaning given in the Data Protection Legislation;
“Personnel” OR “Provider Personnel” OR “Provider Related Parties” OR “Related Parties” OR “Staff” OR “Agents”	means all persons employed or engaged by the Provider together with the Provider’s servants, agents, consultants and Subcontractors (and all persons employed by any Subcontractor together with the Subcontractor’s servants, consultants, agents and contractors) used in the performance of its obligations under this Agreement;
Prohibited Act	means: (a) offering, giving or agreeing to give to any servant of the Combined Authority any gift or consideration of any kind as an inducement or reward for: (i) doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement or any other contract with the Authority; or (ii) showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with the Authority; ii. entering into this Agreement or any other contract with the Combined Authority where a commission has been paid or has been agreed to be paid by the Provider or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to the Authority; (i) committing any offence: (ii) under the Bribery Act; (iii) under legislation creating offences in respect of fraudulent acts; or (iv) at common law in respect of fraudulent acts in relation to this Agreement or any other contract with the Authority; or (v) defrauding or attempting to defraud or conspiring to defraud the Authority;
Project / Service/s	means the Learning Programme/s collectively as outlined in Schedule 1(Delivery Plan);
Provider Action Plan:	means the plan (or revised plan) to rectify a notifiable default, mitigate an area of risk or to improve quality or performance in accordance with the Combined Authority ASF Performance Management Framework and the Combined Authority ASF Audit Plan;
Qualification/s	means either those from the Regulated Qualifications Framework (“RQF”) or an Access to Higher Education Diploma, recognised and regulated by the Quality Assurance Agency (“QAA”);
Quality Assurance Agency / QAA	means the agency that manages the scheme for the recognition and quality assurance of Access to Higher Education Diplomas since 1997;
Regulated Activity	means activity described under the Safeguarding Vulnerable Groups Act 2006 (SVGA) and Schedule 1 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014;
“Regulatory Body/ Bodies” OR “Regulator”	means those government departments and regulatory statutory and other entities and bodies entitled to regulate, inspect or investigate matters dealt with in this Agreement;
Regulated Qualification Framework / “RQF”	means a framework launched by Ofqual in 2015 that sets out all of the qualifications that Ofqual regulates in England;
RIDDOR	means Reporting of Injuries, Diseases and Dangerous Occurrences Regulations;
“Role Based Access Control” or “RBAC”	means a method of restricting a person’s or process’ access to information, depending on the role or functions assigned to them;
Significant Incident or Emergency	means an event or occurrence which: i. constitutes an emergency for the purposes of the Civil Contingencies Act 2004; and/or ii. constitutes an emergency under local and/or community risk registers; and/or iii. is designated as a significant or emergency incident under the Incident Response Plan.
Specification for the Individualised Learner Record	means the technical document to be followed by Providers to assist them in collecting Learner Data. The specification can be found at the following link: https://guidance.submit-learner-data.service.gov.uk/25-26/ilr/overview
Storage Area Network / SAN	means an information storage system typically presenting block based storage (i.e. disks or virtual disks) over a network interface rather than using physically connected storage;
Subcontract/s	means any delivery to a Learner’s Learning Programme by a separate legal entity irrespective of whether such learning is provided by a third party recruited to deliver on site, online learning or whether it is described as a service;
Subcontractor/s	means a separate legal entity or an individual (not an employee) that has an agreement (called a Subcontract) with the Provider to deliver any element of the Project the Combined Authority funds. A separate legal entity includes but is not limited to companies in the Provider’s group, other associated companies, and sole traders. An individual could include a person who is a sole trader, self-employed, a freelancer or someone who is employed by an agency, unless those individuals are working under the Provider’s direct management and control in the same way as the Provider’s own employees. This does not include relationships between the Provider and other third parties providing funded activities such as marketing;
Submit Learner Data Service	means the DfE’s Submit Learner Data Service for organisations submitting, validating, of viewing data for the following data collections (as amended from time to time): Individualised learner records (ILR) Earnings adjustment statements (EAS) ESF (European Social Fund) supplementary data Funding Claims further education staff and vacancy data further education governor data Skills Bootcamp contracts (SBC) Search for Employer identifiers using the new Employer Data Service
Term	means the period from the commencement date to the expiry date as detailed in Clause 1A (Commencement and Duration) of this Agreement;
Termination Date	means any date on which this Agreement terminates in accordance with Clause 29 (Termination and Exit Management);
UK GDPR	means the General Data Protection Regulation (Regulation (EU) 2016/679) retained by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419);
Withdrawal Rates	means the number of Learners withdrawing from a Learning Programme at any time following enrolment prior to Completion or accreditation.
Working Day/s	means any day between Monday to Friday, 0900 to 1700, excluding public holidays.

1A Commencement and Duration

1A.1 This Agreement shall take effect on the Commencement Date.

1A.2 This Agreement shall expire automatically on the Expiry Date and such other date as agreed by virtue of Clause 9 (Variations and Change Control).

1A.3 The Provider must not recruit new Learners onto any Learning Programme after the Expiry Date (including such other date as agreed by virtue of Clause 9 (Variations and Change Control). The Combined Authority will not be liable to make payments to the Provider in respect of any Learners recruited in breach of this Clause 1A.3.

1A.4 The Provider must not recruit new Learners onto any Learning Programme if the Learner is not likely to complete their Learning Programme prior to the Expiry Date (including such other date as agreed by virtue of Clause 9 (Variations and Change Control). If the provider wishes to deliver a Learning Programme to a Learner past the Expiry Date the Provider does so at their own risk. The Combined Authority will not be liable to make payments to the Provider in respect of any learners recruited in breach of this Clause 1A.4.

1A.5 The Combined Authority recognises that there may be rare, exceptional circumstances where a Learner has been unable to complete their Learning Programme before the Expiry Date. In order to give Learners recruited, prior to the relevant Expiry Date, an opportunity to complete their Learning Programmes, the Combined Authority may agree to fund this programme for a period of up to three (3) months post Expiry Date. The Provider must follow the process set out in Clause 9 (Variations and Change Control). The Combined Authority will confirm in writing any decision it makes under this Clause 1A.5. The Combined Authority will not be liable to make payments to the Provider in respect of any Learning Programme that has been continued post Expiry Date by the Provider without the written consent of the Combined Authority.

1A.6 In advance of the Combined Authority implementing:

1A.6.1 any adjustment of the Grant Allocation part way through a Funding Year in accordance with Clause 8 (Change in Project) and Clause 9 (Variations and Change Control); and /or

1A.6.2 any change to the Agreement in accordance with Clause 9 (Variations and Change Control).

1A.6.3 The Combined Authority will request an updated Schedule 1 (Delivery Plan) in order to determine and agree the number and subject of Learning Programmes that the Provider intends to deliver for the remainder of the Funding Year or the next Funding Year (as applicable).

1A.7 The Provider shall return the updated Schedule 1 (Delivery Plan) via the method stipulated by the Combined Authority within 30 Working Days of the date of the Combined Authority’s request.

1A.8 The Combined Authority may review the updated Schedule 1 (Delivery Plan) to determine whether this represents a fundamental change to the Provider’s existing delivery programme. Where the Combined Authority has concerns in this regard, it may approach the Provider to discuss the rationale for the Provider’s change in approach and may request further changes to the updated Schedule 1 (Delivery Plan).

1A.9 Where a further update to the Schedule 1 (Delivery Plan) is required, the Provider shall implement the changes requested by the Combined Authority and submit such further update to the Combined Authority within 14 Working Days of the Combined Authority’s request.

1A.10 Where the Parties are still unable to agree the approach for the remainder of the Academic Year/ next Academic Year (as applicable) the Parties shall follow Clause 21 (Dispute Resolution Procedure).

2 Purpose of Grant

2.1 The Parties confirm that it is their intention to be contractually bound by this Grant Agreement. The Parties further acknowledge and agree that the Grant Allocation is not being allocated by the Combined Authority as consideration for provision of the Project to the Combined Authority.

2.2 The Provider shall use the Grant only for the delivery of the Project and in accordance with the scope set out in this Agreement and as set out in Schedule 1 (Delivery Plan), the Combined Authority ASF Funding and Performance Management Rules and the Combined Authority ASF Performance Management Framework as amended from time to time by the Combined Authority and which form part of the scope of this Agreement.

2.3 Where the Provider wishes to deliver Adult Skills Funded and FCFJ Qualifications and/or their components, the Provider must only deliver Qualifications as described within the Department for Education’s list of approved Qualifications, which may be subject to updates throughout the Agreement Term. This will include Qualifications which are on Ofqual’s Regulated Qualifications Framework (RQF) and/or are Access to Higher Education Diplomas which are regulated by the Quality Assurance Agency.

2.4 The Provider shall commence the Project on the Commencement Date.

2.5 The Project is to be delivered at all times and in all respects in accordance with the terms and conditions set out in this Agreement.

2.6 The Provider must not make any material changes to the Project unless agreed with the Combined Authority as per Clause 9 (Variations and Change Control).

2.7 The Combined Authority make no commitment to renewing or continuing funding after the term of this Agreement and will not be liable for any additional cost incurred by the Provider either during or after the Agreement Term.

2.8 The Provider will comply in all respects with all relevant Laws to which it may be subject.

2.9 Where the Provider intends to apply to a third party for other funding for the Project, it will notify the Combined Authority in advance of its intention to do so and, where such funding is obtained, it will provide the details of the amount and purpose of that funding. The Combined Authority reserves the right to Change the Grant Allocation where duplication of funding is identified.

2.10 If any duplication in funding is identified, the Combined Authority may request an updated Schedule 1 (Delivery Plan) in accordance with Clause 9 (Variations and Change Control).

2.11 The Provider agrees and accepts that it shall not apply or tender for duplicate funding from the Combined Authority in respect of any part of the Project or any related administration costs that the Combined Authority is funding in full under this Agreement. The Combined Authority reserves the right to change the Grant Allocation if any duplication in funding is identified and will request that an updated Schedule 1 (Delivery Plan) is submitted in accordance with Clause 9 (Variations and Change Control).

2.12 The Provider will not delegate to any other organisation the delivery of any material part of the Project unless the Combined Authority has agreed to their involvement in Schedule 1 (Delivery Plan).

3 Payment of Grant

3.1 Restrictions to Grant Allocations

3.1.1 Any Provider will be excluded from receiving a Grant Allocation from the Combined Authority if the Provider, any of its directors, or any other person who has powers of representation, decision, or control, has been convicted of any of the following:

i. conspiracy which relates to participation in a criminal organisation

ii. corruption

iii. bribery

iv. fraud, where the fraud affects the financial interests of the European Communities

and falls within the meaning of any of the following:

v. the offence of cheating HM Revenue and Customs;

vi. the offence of conspiracy to defraud;

vii. fraud or theft under the Theft Act 1968 and the Theft Act 1978;

viii. fraudulent trading under the Companies Act 1985;

ix. defrauding HM Revenue and Customs;

x. an offence in connection with taxation in the European Community;

xi. destroying, defacing or concealing documents or procuring the execution of valuable security within the meaning of section 20 of the Theft Act 1968;

xii. any offence listed in section 41 of the Counter Terrorism Act 2008, or in Schedule 2 to that Act, where the court has determined that there is a terrorist connection;

xiii. money laundering;

xiv. an offence in connection with the proceeds of criminal conduct within the meaning of sections 93A, 93B or 93C of the Criminal Justice Act 1988;

xv. an offence under section 4 of the Asylum and Immigration (Treatment of Claimants, etc.) Act 2004;

xvi. an offence under section 59A of the Sexual Offences Act 2003;

xvii. an offence under section 71 of the Coroners and Justice Act 2009;

xviii. an offence in connection with the proceeds of drug trafficking within the meaning of sections 49, 50 or 51 of the Drug Trafficking Act 1994;

xix. any other offence within the meaning of Article 57(1) of the Public Sector Directive 2015.

3.1.2 The Provider must disclose any convictions listed in Clause 3.1.1 above to the Combined Authority immediately by emailing adultskillsfund@yorknorthyorks-ca.gov.uk.

3.2 Payment of Grant and Audit Provisions

3.2.1 The Combined Authority has determined the Grant Allocation using the methodology set out in the Combined Authority ASF Strategic Skills Plan.

3.2.2 The Provider accepts and acknowledges that payment of a Grant for the purposes of delivering the Project is entirely dependent on availability of Adult Skills Funding from central Government and dependent on the receipt of the appropriate funding level to facilitate the allocation of the Grant.

3.2.3 Payment of the Grant will be released on the condition that a Schedule 1 (Delivery Plan) has been produced and has been agreed by the Parties. The Schedule 1 (Delivery Plan) will form part of the terms and conditions of this Agreement and will form the basis of the Key Performance Indicators measured during Performance Management Meetings.

3.2.4 Providers will be asked to evidence that they have used the Grant as set out in Schedule 1 (Delivery Plan) and agree that this forms the basis of how the Combined Authority monitors the Project throughout the duration of this agreement in accordance with the Combined Authority ASF Performance Management Framework.

3.2.5 Providers can ask for a reduction in their Grant Allocation at any time in accordance with Clause 9 (Variations and Change Control). The Combined Authority will request that an updated Schedule 1 (Delivery Plan) is submitted in accordance with Clause 9 (Variations and Change Control).

3.2.6 In consideration of the Project to be delivered by the Provider the Combined Authority agrees to pay the Provider the amounts set out in Schedule 2 (Financial Forecast and Payment Plan) of this Agreement on condition that the Provider delivers the Project in accordance with the terms and conditions of this Agreement and Schedule 1 (Delivery Plan), subject to Clause 3.2.2.

3.2.7 The Provider will comply with the Combined Authority ASF Funding and Performance Management Rules published by the Combined Authority as amended from time to time.

3.2.8 The Combined Authority reserves the right to impose additional agreement obligations where it considers it is necessary to do so to secure the delivery of education and training of a reasonable quality by the Provider, or to ensure that the resources provided by the Combined Authority are being used effectively and efficiently or to require the Provider to address concerns about its financial viability.

3.2.9 The payment of Grant by the Combined Authority will be without prejudice to any claims or rights, which the Combined Authority may have against the Provider and will not constitute any admission by the Combined Authority as to the performance by the Provider of its obligations under this Agreement. Prior to any such payment of the Grant, the Combined Authority will be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Provider, arising from this Agreement or any other agreement between the Provider and the Combined Authority.

3.2.10 The Combined Authority shall be entitled to terminate pursuant to Clause 29 (Termination and Exit Management) of this Agreement, on written notice if the Provider does not recruit Learners and/or data returns reveal that no Learners have been enrolled for the Funding Year to which this Agreement relates. Where the Combined Authority terminates this Agreement under Clause 29 (Termination and Exit Management) the Combined Authority will withdraw the Grant Allocation for the Funding Year and may take action to recover funds where payments have already occurred.

3.2.11 Where the Combined Authority identifies errors which it deems to be material in the data that the Provider is required to provide under the Agreement to support the payment of the Grant, the Combined Authority reserves the right at its absolute discretion to require the Provider, at the Provider’s cost, to procure an independent 100% audit of all or part of the Project by a deadline specified by the Combined Authority and/or to require the Provider to repay the Grant equivalent to the full amount of the Grant that has been wrongly claimed or paid. If only a sample of the data has been audited, the Combined Authority reserves the right to calculate an error rate based on the said sample and claim repayment from the Provider of an extrapolated amount based on the error rate identified and the total value of the Grant paid to the Provider under this Agreement.

3.2.12 Without prejudice to any other provisions in this Agreement, at the Combined Authority’s discretion, such amounts as are identified as being recoverable under Clause 3.2.9 to 3.2.11 may be recovered by raising an invoice for payment by the Provider, or by making deductions from future payments due to the Provider under the Agreement. Failure to settle such amounts by the Provider will constitute a breach of this Agreement. The decision of the Combined Authority as to the amount of recovery under this Clause 3.2 (Payment of Grant and Audit Provisions) is final.

3.3 Subject to Clause 3.2 (Payment of Grant and Audit Provisions), the Combined Authority shall pay the Grant to the Provider in accordance with the payment plan as set out in Schedule 2 (Financial Forecast and Payment Plan) of this Agreement subject to the necessary funds being available when payment falls due. The Provider agrees and accepts that payments of the Grant can only be made to the extent that the Combined Authority has available funds.

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

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

3.6 The Grant shall be paid into a bank account in the name of the Provider which must be an ordinary business bank account.

3.7 The Provider shall not transfer any part of the Grant to bank accounts which are not ordinary business accounts within the clearing bank system, without the prior written consent of the Combined Authority.

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

4 Accounts and Records

4.1 The Grant shall be shown in the Provider’s accounts as a restricted fund and shall not be included under general funds.

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

4.3 The Provider shall keep all invoices, receipts, and accounts and any other relevant documents relating to the expenditure of the Grant for a period of at least seven years following receipt of any Grant monies to which they relate. The Combined Authority shall have the right to review, at the Combined Authority’s reasonable request, the Provider’s accounts and records that relate to the expenditure of the Grant and shall have the right to take copies of such accounts and records.

4.4 Should the Combined Authority, at its absolute discretion, consider that the outcome of any financial health and/or control assessment is inadequate, the Combined Authority may, at its absolute discretion take one or more of the following actions:

4.4.1 Require the Provider to, and the Provider will, accept and comply with additional agreement obligations relating to the improvement of financial health and control arrangements; and/or

4.4.2 Require the Provider to suspend the recruitment of Learners to the Learning Programme and/or suspend plans for Growth; and/or

4.4.3 Give consideration as to what changes, if any, are required to Schedule 1 (Delivery Plan) and request these changes in accordance with Clause 9 (Variation and Change Control); and/or

4.4.4 Terminate the Agreement in accordance with Clause 29 (Termination and Exit Management).

4.5 Where the Provider fails to comply with the requirements imposed under Clauses 4.4.1, 4.4.2 and/or 4.4.3 the Combined Authority will consider termination of the Agreement under Clause 29 (Termination and Exit Management).

4.6 The Combined Authority can at any time require the Provider at its own cost to provide a copy of the Provider’s latest accounts, any historic accounts as requested, and submit further copies of the accounts as soon as they become available and to provide, upon request;

4.6.1 the Provider’s up to date management accounts, including financial performance against delivery;

4.6.2 financial forecasts of the Provider’s financial position for the next twelve (12) months;

4.6.3 cash flow forecasts for the next twelve (12) months;

4.6.4 any additional financial information the Combined Authority deems necessary.

4.7 Failure to submit accounts for assessment when requested will automatically deem the assessment under Clause 4.4 as ‘inadequate’ and Clause 4.4.1 to 4.4.4 will apply.

4.8 Where the outcome of any financial assessment illustrates a deterioration from the previous assessment, the Combined Authority may, at its absolute discretion (and without prejudice to its rights under Clause 4.7), request such further assurance or information from the Provider as it deems necessary.

4.9 The Provider must notify the Combined Authority immediately if it, or any Provider Related Party is experiencing or forecasting any financial difficulties, and the Combined Authority may ask for additional financial information to obtain assurance of continuity of delivery of the Project.

4.10 Where the further information required from the provider under Clauses 4.3, 4.6, 4.8 and/or 4.9 does not provide adequate assurance to the Combined Authority, then the Combined Authority may in its absolute discretion take one or more of the actions set out in Clause 4.4.1 to 4.4.4.

4.11 The Provider shall comply and facilitate the Combined Authority’s compliance with all statutory requirements as regards accounts, audit or examination of accounts, annual reports and annual returns applicable to itself and the Combined Authority.

5 Use of Grant

5.1 The Provider shall not use the Grant to:

i. pay redundancy costs;

ii. make any payment to members of its Governing Body;

iii. purchase buildings or land; or

iv. pay for any expenditure commitments of the Provider, entered into before the Commencement Date,

unless this has been approved in writing by the Combined Authority.

6 Eligible Expenditure

6.1 The Provider will have a Fee Remission Policy in place which will be available to the Combined Authority for inspection on request.

6.2 The Combined Authority will only pay the Grant Allocation in respect of Eligible Expenditure incurred by the Provider to deliver the Project, and the Provider will use the Grant Allocation solely for the delivery of the Project. All Eligible Expenditure must be claimed net of any VAT that is recoverable from HM Revenue and Customs.

7 Significant Incidents or Emergencies

7.1 The Provider must have and maintain an up-to-date Business Continuity Plan and must make this document available to the Combined Authority for inspection on request.

7.2 Notwithstanding any other provisions as to business continuity and disaster recovery in the Agreement, the Provider will, as a minimum, have in place robust Business Continuity arrangements and processes including IT disaster recovery plans and procedures that conform to ISO 22301 (as updated and replaced from time to time) to ensure that the delivery of the Agreement is not adversely affected in the event of an incident. An incident will be defined as any situation that might, or could lead to, a disruption, loss, emergency or crisis to the Project. If an ISO 22301 certificate is not available, the Provider will provide evidence of the effectiveness of their ISO 22301 conformant Business Continuity arrangements and processes including IT disaster recovery plans and procedures on request of the Combined Authority. This should include evidence that the Provider has tested or exercised these plans within the last twelve (12) months and produced a written report of the outcome, including required actions.

7.3 The Provider must, at the request of the Combined Authority, provide whatever support and assistance may reasonably be required by the Combined Authority in response to any national, regional, or local emergency or incident (including Significant Incident or Emergency) including at any premises identified by the Combined Authority.

7.4 The Provider will ensure that Learners have access to portfolios, e-portfolios, learning materials, and other evidence at all times.

8 Change in Project

8.1 Any Change must be dealt with in accordance with this Clause 8 (Change in Project) and Clause 9 (Variation and Change Control).

8.2 Any dispute arising from the operation of Clause 9 (Variation and Change Control) must be resolved in accordance with the Clause 21 (Dispute Resolution Procedure). Notwithstanding any referral to Clause 21 (Dispute Resolution Procedure) the Provider must nevertheless proceed to implement any Change requested by the Combined Authority which is required:

8.2.1 to implement or comply with the orders, directions, guidance, recommendation, or advice of the Combined Authority or the Combined Authority’s auditors (whether internal or external) or the outcome of a statutory inspection;

8.2.2 to discharge a statutory duty;

8.2.3 to protect the health and safety of, or to prevent damage to persons, property, or the environment;

8.2.4 to prevent acts of fraud or loss of revenue or income to the Combined Authority;

8.2.5 to rectify issues identified and actions agreed with the Provider in a Provider Action Plan; and

8.2.6 in a Significant Incident or Emergency in accordance with Clause 7 (Significant Incidents or Emergencies) of the Agreement.

8.3 If the Change requires the Grant Agreement to be amended, the Parties must follow the procedure set out in Clause 8 (Change in Project) and Clause 9 (Variation and Change Control).

9 Variations and Change Control

9.1 The Combined Authority’s needs and requirements in relation to the Learning Programmes which are supported by the Grant are documented in this Agreement in addition to Schedule 1 (Delivery Plan), the Combined Authority ASF Funding and Performance Management Rules, the Combined Authority ASF Audit Plan and the Combined Authority ASF Performance Management Framework.

9.2 With the exception of a Growth Request, a Provider Action Plan and/or the annual review of the Delivery Plan prior to commencement of the next academic year, if at any time the Provider wishes to make any Changes to Schedule 1 (Delivery Plan) including any Changes to the nature, scope or extent of the Project, in particular any Changes to any Key Performance Indicators or postponements of any Milestones, the Provider must submit a written request to the Combined Authority setting out:

i) Details of the proposed Change to the Project or relevant Milestone or Change in a Key Performance Indicator, and the reasons for the request; and

ii) A revised Schedule 1 (Delivery Plan) document, ensuring that all applicable fields are fully completed. Failure to do so will result in an automatic rejection of the Change Request.

iii) In relation to requests to postpone a Milestone, reasons why the Project cannot be achieved by the given date; and

iv) Information about exceptional circumstances where a Learner is projected to be unable to complete their Learning Programme before the Expiry date of the Agreement in accordance with Clause 1A.5. The Combined Authority will require this information at least three (3) months prior to the Expiry Date of the Agreement. Failure to adhere to this Clause 9.2 may result in a rejection of the Change Request.

v) The impact the proposed variations will have on:

a. Effective delivery of the Project

b. The monetary impact in relation to the Grant Allocation.

c. The Milestones.

9.3 For a Growth Request, the Provider must follow the process defined in the Combined Authority ASF Performance Management Framework.

9.4 In respect of any Provider Action Plan issued to the Provider by the Combined Authority, the Provider and the Combined Authority will adhere to the Combined Authority ASF Performance Management Framework.

9.5 The Provider acknowledges that, the Combined Authority will request an updated Delivery Plan prior to the commencement of the next Academic Year. Payment of the Grant will be released on the condition that a Schedule 1 (Delivery Plan) has been produced and has been agreed by the Parties for the specific period stated on the Delivery Plan.

9.6 Any decision by the Combined Authority to accept or reject any proposal from the Provider for a Change to be made is at the Combined Authority’s absolute discretion and will be final.

9.7 The Combined Authority will give the Provider written notice accepting or rejecting the request, making specific reference to if the revised Schedule 1 (Delivery Plan), and attaching this revised document to the written notice as appropriate. The Combined Authority may include additional conditions as it deems appropriate. For the avoidance of doubt, the decision to accept or reject the proposal is at the absolute discretion of the Combined Authority.

9.8 In addition to Clause 9.5, the Combined Authority reserves the right to vary Schedule 2 (Financial Forecast and Payment Plan) following any agreed changes to Schedule 1 (Delivery Plan).

9.9 The Combined Authority reserves the right to extend the Grant Agreement, on the condition that the Provider agrees with such a Change, by varying Schedule 1 (Delivery Plan) and Schedule 2 (Financial Forecast and Payment Plan). In such cases a Delivery Plan will be agreed with the Provider prior to the extension being authorised.

9.10 The Combined Authority reserves the right to request a Change to Schedule 1 (Delivery Plan) in accordance with Clauses 1A.6.3, 1A.7, 1A.8, 1A.9, 2.10, 2.11, 3.2.5, 4.4.3, 9.2, 9.5, 9.7, 9.8 and/or 9.9. For the avoidance of doubt, the Combined Authority reserves the right to request a Change to Schedule 1 (Delivery Plan) and Schedule 2 (Financial Forecast and Payment Plan) at any time during the Agreement Term.

10 Performance and Monitoring

10.1Provider Monitoring

10.1.1 The Provider must put in place the necessary internal control framework, including an internal audit function if appropriate, to ensure that it meets its obligations and those of its Subcontractors under this Agreement, including monitoring its performance against Schedule 1 (Delivery Plan).

10.1.2 The Provider must closely monitor the delivery and success of the Project throughout the Agreement Term to ensure that the aims and objectives of the Project are being met and that this Agreement is being adhered to.

10.1.3 The Provider must attend Performance Management Meetings, and any other meetings requested by the Combined Authority as detailed in the Combined Authority ASF Performance Management Framework.

10.1.4 The Provider shall on request provide the Combined Authority with such further information, explanations and documents as the Combined Authority may reasonably require in order for it to establish that the Grant has been used properly in accordance with this Agreement.

10.1.5 The Provider shall permit any person authorised by the Combined Authority such reasonable access to its employees, agents, premises, facilities, and records, for the purpose of discussing, monitoring and evaluating the Provider’s fulfilment of the conditions of this Agreement and shall, if so required, provide appropriate oral or written explanations from the Provider.

10.2 Combined Authority Monitoring

10.2.1 The Combined Authority will undertake its own performance monitoring, as set out in the Combined Authority ASF Performance Management Framework, and may elect, at its own cost, to undertake further monitoring at any stage during the Agreement Term for any purpose, including ensuring that the Project is being provided in accordance with this Agreement.

10.2.2 The Combined Authority will undertake audit and assurance activities in accordance with the Combined Authority ASF Audit Plan to ensure that the ASF is distributed appropriately and in accordance with the Combined Authority ASF Performance Management Framework and the Combined Authority ASF Funding and Performance Management Rules.

10.2.3 The Provider must use its reasonable endeavours to assist the Combined Authority in any performance monitoring exercise under Clause 10.2.1 and 10.2.2. The Combined Authority may notify the Provider of the outcome of the performance monitoring exercise and the Provider must have due regard to the Combined Authority’s comments in relation to the future provision of the Project.

10.2.4 Without prejudice to the Combined Authority’s rights under Clause 28 (Withholding, Suspending and Repayment of Grant) and Clause 29 (Termination and Exit Management) and to any other express rights under this Agreement, where the Provider has been found to be fraudulent or to have recklessly submitted erroneous reports, claims and/or Learner Data, or the Combined Authority reasonably believes such reports to be fraudulent or erroneous, the Combined Authority may, by notice to the Provider, increase the level of its monitoring of the Provider, or (at the Combined Authority’s discretion) require the Provider to increase the level of the Provider’s monitoring of its own performance of its obligations under this Agreement in respect of the relevant Learning Programmes which are the subject of such fraudulent, erroneous or misleading reporting, until such time as the Provider has demonstrated to the reasonable satisfaction of the Combined Authority that it will perform (and is capable of performing) its obligations under this Agreement, in which case, the following provisions will apply:

i. Any Provider Action Plan issued by the Combined Authority will specify in reasonable detail the additional measures to be taken by the Combined Authority or by the Provider and the expected timescales of rectification or improvement (as the case may be) in monitoring the performance of the Provider;

ii. If the Provider (acting reasonably) objects to any of the specified measures on the grounds that they are excessive, it will notify the Combined Authority in writing within five (5) Working Days of the receipt of the Provider Action Plan of the measures objected to (and of any Changes necessary) in order to prevent prejudice to the Provider’s performance of its obligations under this Agreement;

iii. The measures to be taken by the Combined Authority and the Provider (as the case may be) will be agreed between the Parties or, in the absence of agreement within ten (10) Working Days of the Combined Authority’s receipt of the Provider’s objection, determined pursuant to (Clause 21 Dispute Resolution Procedure).

10.3 Provider Responsibilities

10.3.1 The Provider acknowledges and agrees that, notwithstanding any provision of this Agreement which contemplates that the Combined Authority will or may from time to time:

i. monitor or inspect any performance of the Project;

ii. check Provider compliance with its obligations;

iii. confirm or indicate approval of or non-objection to proposals made by the Provider; or

iv. request that the Provider makes a Change to the Project,

it will always be fully the responsibility of the Provider, and not the responsibility of the Combined Authority, to ensure that the Project is performing in all respects in accordance with the Provider’s obligations under this Agreement and no such action by or on behalf of the Combined Authority will in any way limit or affect such obligations.

10.4 Quality Management Systems

10.4.1 The Combined Authority will have the right, upon reasonable notice, and at reasonable times, to audit the Provider’s quality management systems in accordance with the Combined Authority ASF Audit Plan, including examining and inspecting Learning Programmes and activities on or off the premises owned or occupied by the Provider to establish the adequacy or accuracy of the quality management system documentation. The Provider will use all reasonable endeavours to assist the Combined Authority in such exercise.

11 Health and Safety

11.1 The Provider must comply will all health and safety legislation and Health and Safety Executive working regulations, adopt and maintain safe operating systems of work and appropriate safety policies in order to protect the health and safety of the Provider Personnel, Learners and all other persons including members of the public.

11.2 The Provider shall have an organisational health and safety policy which shall be:

11.2.1 clearly written in plain language;

11.2.2 dated, regularly reviewed and updated when necessary;

11.2.3 easily accessible for all Personnel and a written record kept that they have read and understood its contents; and

11.2.4 available to the Combined Authority for inspection on request.

11.3 The Provider shall have a fire risk assessment and clear evacuation procedure of each property, for which it is responsible, from which it delivers the Project.

11.4 Where appropriate, the Provider shall have an individual risk assessment and Personal Emergency Evacuation Plan (“PEEP”) for each individual, identifying their individual evacuation requirements, the likelihood of them being involved in a fire and reducing any risks by providing them with suitable equipment.

11.5 Each fire risk assessment and PEEP should:

i. not rely on the intervention of the fire services or leave people in the property awaiting rescue;

ii. be clearly written in plain language;

iii. be dated, regularly reviewed and updated when necessary;

iv. be easily accessible for all Personnel (including in an easy read format where appropriate) and a written record kept that they have read and/or understood its contents; and

v. be available to the Combined Authority for inspection on request.

11.6 Full fire evacuations shall be practiced regularly, and any PEEPs updated accordingly.

11.7 Where any property (not being property of the Combined Authority) from which the Provider delivers the Project and is responsible for, is inspected, the Provider shall procure that any resulting work and/or recommendations are carried out within the required timescales.

11.8 Where parts of the Project are provided in an environment outside the direct control of the Provider, the Provider must take all reasonable steps to ensure that adequate arrangements are in place to ensure the health and safety of Learners. This shall include but not be limited to, coordinating and cooperating with other organisations/bodies, with responsibilities being clearly identified, and documented as appropriate, to ensure understanding between the relevant parties.

11.9 The Provider must report all incidents that are reportable under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (“RIDDOR”) in accordance with those regulations and must investigate or assess the circumstances of all Learner incidents within the scope of RIDDOR and follow HSE guidance ‘Investigating accidents and incidents: A Workbook for employers, unions, safety representatives and safety professionals’ (HSG245) ISBN: 0717628272 (as updated and replaced from time to time). The Provider must only use persons competent to investigate/assess Learner incidents with a view to identifying the causes of any incident and lessons to be learned.

11.10 The Provider shall notify the Combined Authority as soon as practicable of any health and safety incidents or material health and safety hazards on any premises where the Project is being delivered, of which it becomes aware, and which relate to or arise in connection with the performance of this Agreement. The Provider shall instruct their Personnel (as applicable) to adopt any necessary associated safety measures in order to manage any such material health and safety hazards.

11.11 The Provider must inform the Combined Authority of the death of any Learner during the provision of the Project. This will be done by informing the Combined Authority representative by email immediately to adultskillsfund@yorknorthyorks-ca.gov.uk upon the Provider becoming aware of the death.

11.12 The Provider will, in circumstances where it Subcontracts the management and/or delivery of the Project under this Agreement, ensure that all the provisions in respect of this Clause 11 (Health and Safety) are included in the Subcontract with each Subcontractor.

12 Learner Welfare

12.1 In addition to its statutory health and safety responsibilities as referred to in Clause 11 (Health and Safety) above, the Provider must ensure that the Project is delivered in safe, healthy, and supportive environments, which meet the needs of Learners in accordance with this Clause 12 (Learner Welfare) and Clause 30 (Human Rights).

12.2 In delivering the Project, the Provider must ensure it actively promotes the fundamental British values of democracy, the rule of Law, individual liberty, and mutual respect and tolerance of those with different faiths and beliefs and promote principals that support equality of opportunity for all.

12.3 In delivering the Project, the Provider must comply with the general duty on specified authorities in section 26 of the Counter-Terrorism and Security Act (2015) and must have regard to statutory guidance issued under section 29 of the Counter-Terrorism and Security Act 2015.

12.4 In delivering the Project, the Provider must comply with the duty on partners of a panel in section 38 of the Counter-Terrorism and Security Act 2015 (the Channel co-operation duty).

12.5 The Provider will monitor, and act on, any other harm to Learners to the extent that the Provider could reasonably be expected to do so, and/or where the harm could affect the quality of the learning experience. Harm includes (but is not limited to) incidents that cause absence from learning, and any loss to the Learner of any physical or mental faculty or any disfigurement and incidents of bullying and harassment. The Provider will have a Learner Disciplinary Policy in place that is available to the Combined Authority for inspection on request.

12.6 The Provider will, in circumstances where it Subcontracts the management and/or delivery of the Project under this Agreement, ensure that all the provisions in respect of learner welfare in this Clause 12 (Learner Welfare) are included in the Subcontract with each Subcontractor.

12.7 The Provider will have an effective complaints and comments policy and process in place that will be available to the Combined Authority for inspection on request.

Learner Feedback, comments, concerns and complaints

12.8 The Provider must provide evidence of Learner feedback.

12.9 The primary responsibility for receiving feedback and investigating complaints promptly and thoroughly, in respect of the Agreement, will rest with the Provider. The Provider will have procedures in place including but not limited to, a complaints process, to gather and act on feedback and complaints from Learners and/or their representatives, employers and/or the wider community. The Provider must keep a log of the complaints received, which will be accessible to the Combined Authority upon request.

12.10 The Provider must ensure that Learners are made aware of its procedure for dealing with complaints and that the procedure is clear and accessible.

12.11 The Provider will be responsible for resolving complaints in accordance with its own procedures and any guidance issued by the Combined Authority. Once the Provider has concluded its investigations, including any appeal, it must inform the complainant in writing of the outcome.

12.12 Where a complaint has not been resolved to the satisfaction of the complainant, the Provider will advise the complainant of their right to complain to the Combined Authority by emailing adultskillsfund@yorknorthyorks-ca.gov.uk, and will co-operate with any investigation carried out by the Combined Authority, and act on any recommendations made by the Combined Authority following the investigation.

12.13 A high volume of Withdrawal Rates will be subject to additional Performance Management activity.

Information, Advice and Guidance

12.14 The Provider and/or the Provider Related Parties must be able to demonstrate that they have robust record-keeping procedures in respect of health, safety, Information, Advice and Guidance (IAG) and safeguarding.

12.15 The Provider will have a policy in place around the provision of Information, Advice and Guidance (IAG) to Learners, that will be available to the Combined Authority for inspection on request.

12.16 The achievement of the DfE’s Matrix Standard is mandatory for all Providers in receipt of the Grant Allocation from the York and North Yorkshire Combined Authority.

12.17 The Provider will make attempts to obtain learner feedback from all Learning Programmes that it delivers. Where it has been unable to do so, it will keep detailed records of such attempts, and the Provider will make this evidence available to the Combined Authority for inspection on request.

13 Safeguarding

13.1 The Provider shall make the necessary arrangements to ensure compliance with all Laws relevant to the duty to safeguard and promote the welfare of children and vulnerable adults in the delivery of all aspects of the Project, including but not limited to Section 11 of the Children Act 2004, the Safeguarding of Vulnerable Groups Act 2006 (as amended by the Protection of Freedoms Act 2012), and the Care Act 2014.

13.2 The Provider, if it has responsibility for the management and control of Regulated Activity (as defined under the legislation identified below), shall make the necessary arrangements to ensure compliance with Section 11 of the Children Act 2004 (the duty to safeguard and promote the welfare of children in the delivery in all aspects of the Project) and the Safeguarding Vulnerable Groups Act 2006 (as amended by Protection of Freedoms Act 2012) and the Care Act 2014.

13.3 The Provider will notify the Combined Authority immediately by email to adultskillsfund@yorknorthyorks-ca.gov.uk where a referral has been made by the Provider or one of the Provider Related Parties in either of the following circumstances, (such notification must include the name of the institution, a high level summary of the nature of the incident, without sharing personal information about victims or alleged perpetrators, and confirmation of whether it is, or is scheduled to be, investigated by the local authority and/or the police):

13.3.1. a safeguarding concern related to sexual violence, to local authority children’s social care/ adult social care and/or the police, or;

13.3.2. an allegation of abuse made against a teacher, lecturer or other member of Personnel to the designated officer(s) (at the local authority).

13.4 The Provider will notify the Combined Authority immediately by email to adultskillsfund@yorknorthyorks-ca.gov.uk of incident(s) and/or where a referral has been made, where the Provider, or one of the Provider Related Parties:

13.4.1. is aware of an incident, or patterns of incidents, which undermines the promotion of British fundamental values as referred to in Clause 12.2 above, or the ability of the Provider or the Provider Related Parties to comply with the Prevent Duty, or

13.4.2. makes a referral about an individual member of Provider Personnel for the purposes of determining whether that member of Provider Personnel should be referred to a panel for the carrying out of an assessment under section 36 of the Counter Terrorism and Security Act 2015 of the extent to which that individual is vulnerable to being drawn into terrorism.

13.5 The Provider will, in circumstances where it Subcontracts the management and/or delivery of the Project under this Agreement, ensure that all the provisions in respect of Safeguarding in Clause 13 (Safeguarding) are included in the Subcontract with each Subcontractor.

13.6 The Provider will keep an accurate Safeguarding log and will record any organisational learning. The log will be kept up to date.

13.7 The Provider shall make the necessary arrangements to ensure compliance with registration requirements with the Disclosure and Barring Service.

13.8 To fulfil the commitment to safeguard and promote the welfare of children and vulnerable adults, as appropriate, the Provider shall have:

13.8.1. a safeguarding and prevent policy, in accordance with guidance and locally agreed agency procedures, that is available for inspection by the Combined Authority on request, and that sets out:

i) clear priorities for safeguarding and promoting the welfare of children/vulnerable adults;

ii) recruitment and human resources procedures in compliance with the Personnel vetting procedures in order to safeguard and promote the welfare of children/vulnerable adults;

iii) procedures for dealing with allegations of abuse against Personnel and Learners;

iv) arrangements to ensure all Staff undertake appropriate training and refresher training to enable them to carry out their respective responsibilities effectively;

v) arrangements to work effectively with other organisations to safeguard and promote the welfare of children/vulnerable adults including the sharing of information;

vi) appropriate whistle-blowing procedures;

vii) a clear line of accountability within the organisation for work on safeguarding and promoting the welfare of children/vulnerable adults;

13.8.2. a clear commitment by senior management to the importance of safeguarding and promoting the welfare of children/vulnerable adults;

13.8.3. a culture of listening to and engaging in dialogue with children/vulnerable adults.

14 Equality of Opportunity

14.1 The Provider must not unlawfully discriminate within the meaning and scope of the provisions of the Equality Act 2010 or any statutory modification or re-enactment thereof or any other statutory provision relating to discrimination in employment or the delivery of the Project. The Provider must take all reasonable steps to ensure the observations of these provisions by all servants, employees or agents of the Provider and all Subcontractors engaged in the delivery of the Project. The Provider will comply with the detailed requirements in relation to equality of opportunity set out in Clauses 14.1 to 14.8

14.2 The Provider must have a policy setting out steps to ensure observations of provisions set out in the Equality Act 2010 that is available for inspection by the Combined Authority on request.

14.3 The Provider will, in delivering the Project under this Agreement, demonstrate that it has had regard to the duties placed on the Combined Authority and the Provider by the Equality Act 2010. The Provider will take all reasonable steps to ensure the observation of these provisions by all servants, employees or agents of the Provider and all Subcontractors engaged in the delivery of the Project.

14.4 The Provider must ensure that equality of opportunity is built into all aspects of the Project, the business planning process, and the self-assessment process. The Provider must use analysis of data to inform future planning to improve the representation, participation and success of underrepresented and underachieving groups and challenge stereotyping. The Provider must use appropriate, specific and measurable objectives. These will be proportionate, relevant and aligned to the Project the Provider is funded to deliver.

14.5 The Provider will collect data on protected characteristics and other vulnerable groups, in a way that Learners are comfortable with, and that enables them to receive informed support from the Provider. The Provider and all Provider Related Parties will build confidence to routinely ask Learners for this information and will do so sensitively and accurately.

14.6 Providers will share data with the Combined Authority on request.

14.7 The Provider will, if requested by the Combined Authority co-operate with the Combined Authority, at the Provider’s expense, in connection with any legal proceedings, adjudication, court proceedings or ombudsmen enquiries in which the Combined Authority may become involved, arising from breaches of the Combined Authority’s duties under the Equalities Legislation due to the alleged acts or omissions of the Provider, its employees, Subcontractors or agents.

14.8 The Combined Authority may use a variety of equality information and data to support judgements about quality and delivery of the Project. These may include, but will not be limited to, inspection judgements for equality and diversity, judgements from the Equality and Human Rights Commission, and the success and participation rates of different groups of Learners.

15 Quality Assurance and Raising Standards

15.1 The Provider warrants and undertakes to the Combined Authority that it, and any Provider Related Party has, and will continue to have, the resources and skills necessary to carry out the Provider’s obligations pursuant to this Agreement, in accordance with Good Industry Practice.

15.2 The Provider must comply with the Combined Authority ASF Funding and Performance Management Rules, the Combined Authority ASF Audit Plan and the Combined Authority ASF Performance Management Framework published by the Combined Authority, as amended from time to time, and any other requirements which may from time to time be issued by the Combined Authority, Inspectorate and other Regulatory Bodies and of which the Provider is made aware.

15.3 The Provider must ensure that all the activities carried out pursuant to this Agreement, will be documented in accordance with any requirements of the Combined Authority, and must provide such documentation as the Combined Authority may request from time to time to ensure compliance with this Clause 15.3.

15.4 The Provider will continuously seek to improve the Project and raise standards to benefit the Learner. The Provider will have the primary responsibility for improving standards and will need to demonstrate to the Combined Authority’s satisfaction that it has effective quality assurance systems based on the implementation of its own quality improvement process. The Combined Authority reserves the right to require the Provider to provide the Combined Authority and/or OFSTED with evidence to support quality improvement processes.

15.5 The Combined Authority will work closely with the Provider and with OFSTED to ensure that commissioned Learning Programmes are of a good standard to Learners in accordance with the Combined Authority ASF Performance Management Framework.

15.6 The Provider must use all reasonable endeavours to:

15.6.1 minimise Withdrawal Rates and deliver high Learner Completion and Accreditation Rates and appropriate progression;

15.6.2 offer equality of access to learning opportunities and close equality gaps in learning outcomes in accordance with Clause 14 (Equality of Opportunity)

15.6.3 provide good management and leadership of the learning process;

15.6.4 deliver value for money and financial probity; and

15.6.5 ensure all Subcontractors delivering the Project under the Agreement comply with the requirements set out in Clauses 15.6.1 to 15.6.4.

15.7 Failure to meet the requirements set out in Clauses 15.6.1 to 15.6.5 may result in the Combined Authority assessing the Provider to be in breach of the Agreement under Clause 28 (Withholding, Suspending and Repayment of Grant) of the Agreement.

15.8 The Provider (and their Related Parties) must have Centre Approval Status for any relevant Learning Programme throughout the duration of the Agreement.

15.9 The Provider must notify the Combined Authority immediately in writing to adultskillsfund@yorknorthyorks-ca.gov.uk if it receives any sanction from an Awarding Organisation including but not limited to the suspension and/or removal of Centre Approval Status and/or the removal of the ability to register or certificate Learners.

15.10 The Provider shall promptly provide any Awarding Organisation reports, assessments and notices to the Combined Authority as may be requested from time to time.

15.11 Where the Combined Authority assesses the Provider to be in breach of the Agreement, the Combined Authority will follow the Combined Authority ASF Performance Management Framework, Clause 28 (Withholding, Suspending and Repayment of Grant), and Clause 27 (Review of Performance and Reconciliation of Grant). Where the Combined Authority is not terminating the Agreement, it may:

i. Agree a detailed Provider Action Plan which sets out clearly the expected timescale for improvement.

ii. Require the Provider to adhere to a Provider Action Plan/s to improve the quality of the Project delivered. The Combined Authority will discuss expectations around the implementation of the Provider Action Plan and will arrange monitoring and reviewing steps to observe progress. In such cases, Performance Management Meetings will take place at the frequency specified by the Combined Authority and as agreed with the Provider. This will be in accordance with the Combined Authority ASF Performance Management Framework.

iii. Agree arrangements for more frequent Performance Management Meetings.

16 Inspections

16.1 When the Provider receives notification from any appointed Inspectorate that the Learning Programmes are to be inspected, the Provider will, on request, provide the Combined Authority with details of its quality improvement activity, and any other relevant information in accordance with the required timescale of the Inspectorate. The Provider must promptly notify the Combined Authority at adultskillsfund@yorknorthyorks-ca.gov.uk of the date of the meeting at which an Inspectorate gives feedback on the inspection, and allow a Combined Authority Representative to attend the meeting. The Provider must confirm to the Combined Authority in writing the outcome of the inspection within five (5) Working Days of receiving feedback from the Inspectorate.

16.2 OFSTED may, at any time during the Agreement Term, undertake an inspection of the Provider. The Combined Authority will consider the outcome of any such inspection and follow the Combined Authority ASF Performance Management Framework in respect of any concerns raised or Provider Action Plans required.

16.3 Where the Provider fails to comply with requirements imposed under Clauses 16.1 and/or 16.2 the Combined Authority will consider termination of the Agreement under Clause 29 (Termination and Exit Management).

17 Provider Action Plans

17.1 Where the Combined Authority has issued a Provider Action Plan to the Provider in accordance with the Combined Authority ASF Performance Management Framework, it will agree a timescale for rectification or improvement with the Provider.

17.2 Where the Combined Authority has issued a Provider Action Plan to the Provider in accordance with the Combined Authority ASF Performance Management Framework, The Combined Authority reserves the right to withhold payment of the Grant until the necessary actions have been taken by the Provider to the satisfaction of the Combined Authority, as detailed in the Provider Action Plan.

18 Relationships

18.1 Subject to any express provisions in this Agreement to the contrary, each Party agrees to cooperate with the other in good faith with the intent that there shall be a seamless interface between the delivery of the Project and the Combined Authority’s other operations and Contracts for Services associated with the Adult Skills Fund. For the purposes of this Clause 18.1 “good faith” shall include using reasonable endeavours to avoid unnecessary disputes and claims against the other Party.

18.2 Subject to any obligation in respect of confidentiality, Data Protection Legislation and Confidential Information, the Parties will use all reasonable endeavours to provide and share information and data reasonably required by the other:

a) to enable it to perform its obligations under this Agreement; and/or

b) in the case of the Provider, which is reasonably necessary to enable the Combined Authority to perform its statutory obligations and other functions insofar as they relate to the Project.

18.3 Neither Party will hinder, delay or prevent the other Party in the performance of the other Party’s obligations under this Agreement.

Enquiries, Investigations, and Inspections

18.4 The Provider shall ensure that its Subcontractors will at all times during the Term of this Grant Agreement, and for a period of seven (7) years thereafter, or such other time period as required by Law, at its own cost, fully cooperate with any enquiry, investigation or inspection (whether routine or specific) which in any way concerns, affects or relates to the Project, or any sum claimed or charged in relation to this Agreement or to any other contract or agreement of the Combined Authority. Such enquiry, investigation or inspection may be by, inter alia;

a. The Combined Authority.

b. The Combined Authority’s auditors (whether internal or external);

c. Regulatory bodies; and/or;

d. Any appointed Inspectorates

18.5 Such cooperation will include (but will not be limited to) the following: -

a. Providing access to or copies of such files, documents, letters, emails, notes, minutes, records, policies, accounts or any other information (whether held or stored electronically, in hard copy format or otherwise) which relate to the Learning Programme or the Project (in whole or in part) under investigation;

b. Providing access to the premises, equipment (including IT hardware and software) or other assets used by the Provider and/or its Subcontractors in the delivery of the Project, such access to be supervised at all times unless the nature of the investigation requires the Parties defined at clause 18.1 to be unsupervised, such parties acting reasonably in making such assessment.

c. Providing access to Provider Personnel (of whatever seniority) involved in this Agreement (including managerial or supervisory staff) who may be the subject of, or be named in any enquiry or investigation by the auditors or the ombudsmen (including providing suitable facilities for interviewing such staff);

d. Maintaining the confidentiality of the enquiry or investigation when requested to do so;

e. Making such explanations (whether written or oral) as may be necessary for the enquiry, or investigation to be satisfied that the requirements set out in this Agreement and the Law are being complied with;

f. At all times and without notice, allowing access by the Inspectorates in connection with any complaint, investigation or inspection relating to this Agreement or the Project, to the Provider’s premises and to all documents and information relating to this Agreement which the Provider has (and/or is required under this Agreement to have) access, and to the Provider’s agents, Personnel and Subcontractors.

18.6 Where the Combined Authority has undertaken an investigation, or received a report from an independent accountant or otherwise, in relation to the Provider, it may, as a consequence of that investigation or report, require the Provider to, and the Provider will, accept and comply with the additional Agreement Obligations and will meet the cost of such an investigation.

18.7 Where the Provider fails to comply with the obligations imposed under Clause 18.3, within such a time as the Combined Authority deems reasonable, the Combined Authority may take such actions as it deems appropriate which may include but is not limited to terminating the Agreement in accordance with Clause 29 (Termination and Exit Management).

18.8 The Provider will in delivering the Learning Programmes as part of the Project comply fully with all relevant rules and regulations of the Combined Authority in force from time to time.

18.9 The Provider will ensure that the terms of any Subcontract include identical provisions to this Clause 18 (Relationships) and will indemnify the Combined Authority against any losses, damages or claims it suffers in consequence of a failure to ensure the inclusion of such identical provisions.

19. Acknowledgment and Publicity

19.1 The Provider shall acknowledge the Grant in its annual report and accounts, including an acknowledgement of the Combined Authority as the source of the Grant.

19.2 The Provider shall not publish any material referring to the Project or the Combined Authority without the prior written agreement of the Combined Authority. The Provider shall acknowledge the support of the Combined Authority in any materials that refer to the Project and in any written or spoken public presentations about the Project. Such acknowledgements (where appropriate or as requested by the Combined Authority) shall include the Combined Authority’s name and logo (or any future name or logo adopted by the Combined Authority) using the templates provided by the Combined Authority from time to time.

19.3 In using the Combined Authority’s name and logo, the Provider shall comply with all reasonable branding guidelines issued by the Combined Authority from time to time.

19.4 Providers are required to follow guidance from the HM Government of the United Kingdom of Great Britain and Northern Ireland Branding Manual to illustrate where commissioning resource has come from.

19.5 The Provider agrees to participate in and co-operate with promotional activities relating to the Project that may be instigated and/or organised by the Combined Authority.

19.6 The Combined Authority may acknowledge the Provider’s involvement in the Project as appropriate without prior notice.

19.7 The Provider shall comply with all reasonable requests from the Combined Authority to facilitate visits, provide reports, statistics, photographs, and case studies that will assist the Combined Authority in its promotional and fundraising activities relating to the Project.

20 Representative

20.1 Without limiting the Combined Authority’s obligations or rights in receipt of such matters, the Combined Authority will appoint a Combined Authority Representative who may exercise the rights and powers conferred by this Agreement upon the request of the Combined Authority.

21 Dispute Resolution Procedure

21.1 Any dispute will be dealt with in accordance with this Clause 21 (Dispute Resolution Procedure)

21.2 In the first instance, a representative of each Party will each use their reasonable endeavours to resolve the dispute. If the dispute cannot be resolved by such representatives within fifteen (15) days of the dispute arising, it will be referred to a senior representative of each Party, who will each use their reasonable endeavours to resolve the dispute.

21.3 If the dispute cannot be resolved by negotiation as referred to in Clause 21.2 within thirty (30) days of the dispute arising, either Party may refer the dispute for determination in accordance with the mediation procedure administered by a dispute resolution provider after thirty (30) days of the dispute arising, the costs of the mediator being split equally between the Parties, who will otherwise bear their own costs.

21.4 For the avoidance of doubt, the Combined Authority shall not be obliged to follow the Dispute Resolution Procedure in circumstances where it wishes to terminate this Agreement in any circumstances described in Clause 29 (Termination and Exit Planning).

22 Intellectual Property Rights

22.1 The parties retain the ownership of each of their Background Intellectual Property. The Provider will give the Combined Authority a non-exclusive royalty free license in perpetuity to use its Background Intellectual Property in respect of the Project.

22.2 Subject to Clause 22.3, the Parties agree that all rights, title and interest in any Foreground Intellectual Property Rights shall remain the property of the Provider.

22.3 In consideration of the Combined Authority making the payments to the Provider in connection with the Project the Provider hereby grants (and, where relevant, shall procure from any necessary third parties the grant) to the Combined Authority a non-exclusive irrevocable worldwide royalty-free license (with the right to license to others) of any of the Provider’s Foreground Intellectual Property that the Combined Authority may reasonably require to be able to exploit, develop and commercialise the results of the Project, including without limitation, the Project.

22.4 The Provider must perform secure back-ups of all the Combined Authority Data and must ensure that up-to-date back-ups, where not in the cloud, are stored off- site in accordance with detail contained in the Provider’s Business Continuity Plan. Back-ups stored in the cloud must comply with Data Protection Legislation. The Provider must ensure that such back-ups are available to the Combined Authority at all times upon request.

22.5 The Provider will have a document retention policy in place, and this will be available to the Combined Authority for inspection on request.

22.6 The Provider must take all necessary steps to ensure that any Combined Authority Data, which comes into its possession or control, is protected in accordance with Data Protection Legislation and appropriate security procedures as set out in Clause 25 Data Protection and Protection of Personal Data and in compliance with Good Industry Practice (having regard to the nature of its other obligations under this Agreement and under Data Protection Legislation).

22.7 In the event that the Combined Authority Data used in the Project is corrupted or lost solely as a result of an act or omission by the Combined Authority the Combined Authority will, at its own expense:

22.7.1 require the Provider to restore or procure the restoration of the Combined Authority data using the back-up copy referred to in Clause 22.4; or

22.7.2 the Combined Authority may itself restore or procure the restoration of the Combined Authority Data.

22.8 If the Combined Authority has provided the Provider with any of its Intellectual Property Rights for use in connection with the Project (including without limitation its name and logo), the Provider shall, on termination of this Agreement, cease to use such Intellectual Property Rights immediately and shall either return or destroy any Know-How and/or any other documents, records or information relating to such Intellectual Property Rights as requested by the Combined Authority.

22.9 The Provider must:

22.9.1 not use the Combined Authority data, except as may be required to deliver the Project or as instructed by the Combined Authority

22.9.2 not disclose the Combined Authority data to any third party, other than in accordance with the requirements of Data Protection Legislation for the purposes of fulfilling its obligations under this Agreement, except with the prior written consent of the Combined Authority or as required by this Agreement.

22.9.3 undertake its obligations under this Agreement in such a manner as to preserve, so far as reasonably possible, the integrity and prevent any loss, disclosure, theft, manipulation or interception of the Combined Authority Data; and/or

22.9.4 upon request, provide the Combined Authority with full access to the relevant area of any systems of the Provider or its Subcontractors where the Combined Authority Data is stored or held for the purpose of viewing, retrieving, copying or otherwise dealing with the Combined Authority Data.

23 Confidentiality

23.1 Subject to Clause 22 (Intellectual Property Rights), each Party shall, during the term of this Agreement and thereafter, keep secret and confidential all Intellectual Property Rights or Know-How or other business, technical or commercial information disclosed to it as a result of the Agreement and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of this Agreement or save as expressly authorised in writing by the other Party.

23.2 The obligation of confidentiality contained in this Clause 23 (Confidentiality) shall not apply or shall cease to apply to any Intellectual Property Rights, Know-How or other business, technical or commercial information which:

23.2.1 at the time of its disclosure by the disclosing Party is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this Agreement by the receiving Party;

23.2.2 is already known to the receiving Party as evidenced by written records at the time of its disclosure by the disclosing Party, and was not otherwise acquired by the receiving Party from the disclosing Party under any obligations of confidence; or

23.2.3 is at any time after the date of this Agreement acquired by the receiving Party from a third party having the right to disclose the same to the receiving Party without breach of the obligations owed by that Party to the disclosing Party.

24 Freedom of Information

24.1 The Provider acknowledges that the Combined Authority is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and shall assist and co-operate with the Combined Authority (at the Provider’s expense) to enable the Combined Authority to comply with its obligations under the FOIA and EIRs.

24.2 The Provider shall:

24.2.1 transfer the request for information to the Combined Authority as soon as practicable after receipt and in any event within two (2) Working Days of receiving a request for information;

24.2.2 provide the Combined Authority with a copy of all information in its possession or power in the form that the Combined Authority requires within five (5) working days (or such other period as the Combined Authority may specify) of the Combined Authority requesting that information; and

24.2.3 provide all necessary assistance as reasonably requested by the Combined Authority to enable the Combined Authority to respond to a request for information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the EIRs.

24.3 The Combined Authority shall be responsible for determining at its absolute discretion whether the information:

24.3.1 is exempt from disclosure in accordance with the provisions of the FOIA or the EIRs;

24.3.2 is to be disclosed in response to a request for information, and in no event shall the Provider respond directly to a request for information unless expressly authorised to do so by the Combined Authority.

24.4 The Provider acknowledges that the Combined Authority may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004), be obliged under the FOIA or the EIRs to disclose information:

24.4.1 without consulting with the Provider; or

24.4.2 following consultation with the Provider and having taken its views into account,

provided always that where Clause 24.4.1 applies the Combined Authority shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Provider advanced notice, or failing that, to draw the disclosure to the Provider’s attention after any such disclosure.

24.5 The Provider shall ensure that all information produced in the course of the Agreement or relating to the Agreement is retained for disclosure and shall permit the Combined Authority to inspect such records as requested from time to time.

25 Data Protection and Protection of Personal Data

25.1 The Provider confirms, by entering into this Agreement that the Provider holds a current Data Protection Registration Certificate with the Information Commissioners Office (ICO).

25.2 By entering into this Agreement, the Provider and any Subcontractors confirm that it has a robust technological infrastructure in place and that it has Cyber Essentials basic certification, or an equivalent accreditation as a minimum. The Combined Authority reserves the right to request this evidence, including the production of the necessary security documentation as determined by the Combined Authority.

25.3 The Provider will have in place robust and good industry standard policies and processes around cyber security to guard against cyber threats and Malicious Software. The Provider must be able to demonstrate their commitment to cyber security. The Provider’s policy will be available to the Combined Authority for inspection on its request. This policy will include, but may not be limited to:

25.3.1. Physical security controls;

25.3.2. Boundary access controls including firewalls, application gateways etc;

25.3.3. Maintenance and use of fully supported software packages in accordance with vendor recommendations;

25.3.4. Use of secure device configuration and builds;

25.3.5. Software updates and patching regimes including malware signatures for operating systems, network devices, application and services;

25.3.6. User identity and access controls, including the use of multi-factor authentication for sensitive data and privileged account accesses.

25.4 The Provider will ensure that any Combined Authority Data (including email) transmitted over any public network (including the internet, mobile networks, or un-protected enterprise network) or to a mobile device shall be encrypted when transmitted.

25.5 While in the Provider’s care, all removable media and hardcopy paper documents containing Combined Authority Data must be handled securely and secured under lock and key when not in use and shall be securely destroyed when no longer required, using either a cross-cut shredder or a professional secure disposal organisation. The term ‘lock and key’ is defined as “securing information in a lockable desk drawer, cupboard, or filing cabinet which is under the user’s sole control and to which they hold the keys”.

25.6 When necessary to hand carry removable media and/or hardcopy paper documents containing Combined Authority Data, the media or documents being carried shall be kept under cover and transported in such a way as to ensure that no unauthorised person has either visual or physical access to the material being carried. This Clause 25.6 will apply equally regardless of whether the material is being carried inside or outside of company premises. The term “under cover” means that the information is carried within an opaque folder or envelope within official premises and buildings and within a closed briefcase or other similar bag or container when outside official premises or buildings.

25.7 In the event of termination, equipment failure or obsolescence, all Combined Authority Data, in either hardcopy or electronic format, that is physically held or logically stored by the Provider must be accounted for and either physically returned or securely sanitised or destroyed. Where sanitation or destruction is not possible for legal, regulatory or technical reasons, such as data stored in a cloud system, Storage Area Network (SAN) or shared backup tapes, then the Provider will protect the Combined Authority’s information and data until such a time, which may be after the end of the Agreement, when it can be securely cleansed or destroyed. Evidence of secure destruction will be required in all cases.

25.8 Access by Provider or Subcontractor staff to Combined Authority Data, including user credentials, shall be confined to those individuals who have a “Need-to-Know” in order to carry out their role; and have undergone mandatory pre-employment screening and training in handling sensitive information. All Provider or Subcontractor staff must complete this process before access to Combined Authority Data is permitted. Any Provider or Subcontractor staff who will be in contact with children or vulnerable adults must have successfully undergone an Enhanced DBS (Disclosure and Barring Service) check prior to any contact.

25.9 All Provider or Subcontractor employees who handle Combined Authority Data must have annual awareness training in protecting information.

25.10 Any suspected or actual breach of the confidentiality, integrity or availability of Combined Authority Data, including user credentials, used or handled in the course of delivering the Project shall be recorded as an incident. Incidents shall be reported to the Combined Authority immediately, wherever practical, even if unconfirmed or when full details are not known, but always within 24 hours of discovery. If incident reporting has been delayed by more than 24 hours, the Provider should provide an explanation about the delay. The Provider will inform the Combined Authority by emailing adultskillsfund@yorknorthyorks-ca.gov.uk. Incidents will be investigated by the Provider with outcomes being notified to the Combined Authority

25.11 The Provider will have in place and maintain physical security to premises and sensitive areas; in line with those outlined in ISO/IEC 27002 (as updated and replaced from time to time) including, but not limited to, entry control mechanisms (e.g. door access), CCTV, alarm systems etc.

25.12 The Provider will have in place and maintain an appropriate user access control policy for all ICT systems to ensure only authorised personnel have access to Combined Authority Data. This policy should include appropriate segregation of duties and if applicable, Role Based Access Controls (RBAC). User credentials that give access to Combined Authority Data or systems shall be considered to be sensitive data and must be protected accordingly.

25.13 The Combined Authority reserves the right to audit the Provider or Subcontractors delivering the Project within a mutually agreed timeframe but always within ten (10) days of notice of a request to audit being given. The audit will cover the overall scope of the Learning Programmes being supplied and the Provider’s, and any Subcontractors, compliance with this Clause 25 (Data Protection and Protection of Personal Data).

25.14 The Provider will contractually enforce all of this Clause 25 (Data Protection and Protection of Personal Data) onto any third-party suppliers, Subcontractors or partners who could potentially access Combined Authority Data in the course of delivering the Project.

Individual Learner Record Data

25.15 The Combined Authority acknowledges that the Provider has an agreement with the DfE in regard to Learner data processing in accordance with the Department for Education (DfE) Specification for the Individualised Learner Record (ILR).The Provider must continue to abide by the agreement made with the DfE in addition to the Clauses below. Where there is a conflict in the DfE agreement and this Grant Agreement, the provider will inform the Combined Authority immediately.

25.16 The Parties acknowledge that for the purposes of Data Protection Legislation the DfE on behalf of the Secretary of State for Education and the Combined Authority are Independent Data Controllers, and the Provider is a Data Processor for the submission and retrieval of ILR Learner data.

25.17 The Provider must comply with the DfE rules and regulations around the processing of Data

25.18 The Provider must submit data via the ILR on a monthly basis or such other frequency as determined in the Combined Authority ASF Performance Management Framework as amended from time to time.

25.19 The Combined Authority will receive an extract of ILR data from the DfE and the Combined Authority will process the data to facilitate payment activity and Grant Agreement oversight including contract management and performance monitoring activities.

Management Information / Additional Data Requirements made by the Combined Authority

25.20 The Parties acknowledge that for the purposes of Data Protection Legislation, the Combined Authority is the Data Controller for the submission of any Management Information (MI), excluding ILR Data.

25.21 The Combined Authority will receive data from the Provider (Data Processor) for the purposes of performance management, gap analysis and to inform future commissioning planning alongside strategic planning, and in accordance with the Combined Authority ASF Audit Plan and Schedule 1 (Delivery Plan). Such information will be anonymised but may be cross referenced with data contained in the ILR data.

25.22 The Combined Authority may at times receive Learner feedback, comments, concerns, complaints, testimonies or other types of communication which includes the Learner’s personal information. Such information will not be shared or publicised without the Learner’s explicit consent, which will include the purpose of which the information is to be processed or publicised.

25.23 The Data Processor must notify the Data Controller immediately if it considers that any of the Data Controller's instructions infringe Data Protection Legislation.

25.24 The Data Processor must provide all reasonable assistance to the Data Controller in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Data Controller, include:

25.24.1 a systematic description of the envisaged processing operations and the purpose of the processing;

25.24.2 an assessment of the necessity and proportionality of the processing operations in relation to the Project;

25.24.3 an assessment of the risks to the rights and freedoms of Data Subjects; and

25.24.4 the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

25.25 The Provider must notify the Combined Authority immediately if it:

25.25.1 receives a Data Subject Access Request (or purported Data Subject Access Request) in relation to processing their data under this Agreement only (submission of Learner data);

25.25.2 receives a request to rectify, block or erase any Personal Data processed through the submission of Learner data. Notification in such cases should be given via the Combined Authority Representative;

25.25.3 receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;

25.25.4 receives any communication from the Information Commissioner or any other Regulatory Body in connection with Personal Data processed under this Agreement;

25.25.5 receives a request from any third party for disclosure of Personal Data where compliance with such a request is required or purported to be required by Law; or

25.25.6 becomes aware of a Data Loss Event.

25.26 The Data Processor will allow for audits of its data processing activity by the Combined Authority or the Combined Authority’s designated auditor.

25.27 Each Party will designate its own data protection officer if required by the Data Protection Legislation.

25.28 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office.

25.29 The Data Processor will comply with any further written instructions or additional conditions from the Data Controller or the Combined Authority in relation to the data processing.

Any other information collected by the Provider

25.30 In regard to any other processing of Personal Data undertaken by the Provider, the Provider will be the Data Controller and not on behalf of the Combined Authority. Clauses 25.4 to 25.14 above apply only in relation to the processing of Personal Data on behalf of the Combined Authority as set out in Schedule 3 (Data Processing). The only processing that the Data Processor is authorised to do on behalf of the Combined Authority is listed in Schedule 3 (Data Processing) and Schedule 1 (Delivery Plan) and in accordance with this Agreement by the Combined Authority and may not be determined by the Data Processor.

26 Submission of Learner Data

26.1 The Provider must supply the Combined Authority with additional Learner data in accordance with the following:

26.1.1 in accordance with the Combined Authority ASF Audit Plan;

26.1.2 in adherence with Data Protection Legislation;

26.1.3 to enable payments to be made;

26.1.4 to enable reconciliation to take place;

26.1.5 to support the contract management process; and

26.1.6 any written request from the Combined Authority.

26.2 The Provider undertakes to the Combined Authority to submit accurate data.

26.3 Where the Combined Authority is concerned about the quality of the data, including the completeness or accuracy of the data supplied by the Provider, the Parties will adhere to the Combined Authority ASF Audit Plan and the Combined Authority ASF Performance Management Framework.

26.4 The Combined Authority reserves the right to require the Provider, at its own cost, to carry out such work as the Combined Authority deems necessary to improve the quality of data.

26.5 The Combined Authority reserves the right to suspend payments to the Provider under the Agreement where data quality gives rise to concern about the accuracy of the data supplied by the Provider.

26.6 The Provider must update its course information with details of all of the Learning Programmes funded by the Combined Authority to the course directory and a learning prospectus. The Provider must regularly review this information and keep it updated and this must be available to the Combined Authority on request.

26.7 The Provider must register with UKRLP (UK Register of Learning Providers) (ukrlp.co.uk)) and maintain contact details on an on-going basis.

26.8 The Provider must submit data about any member of its Personnel in the format and to the timescales as required by the Combined Authority.

26.9 Failure to transmit complete and accurate data in accordance with the Combined Authority ASF Audit Plan, The Department for Education (DfE) Specification for the Individualised Learner Record (ILR) and this Clause 26 (Submission of Learner Data) will constitute a breach of Agreement in accordance with Clause 28 (Withholding, Suspending and Repayment of Funding) of this Agreement.

26.10 The Provider must report new Learner starts in accordance with the Combined Authority ASF Audit Plan. The Provider must report all changes by the final collection of the Funding Year. Failure to report Withdrawals by this time may result in the recovery of some or all of the Grant Allocation.

26.11 ILR Data, and Earnings Adjustment Statements must be transmitted in accordance with the Department for Education (DfE) Specification for the Individualised Learner Record (ILR) and the Combined Authority ASF Audit Plan.

26.12 Where required, the Provider must use the Earnings Adjustment Statement (“EAS”) to claim funding that cannot be recorded through the ILR. The funding claim must be submitted on a monthly basis. The Provider must check the accuracy of the submissions on the EAS via the Submit Learner Data Service and any errors must be corrected immediately. All submissions must be supported by evidence. All submissions will be subject to audit in accordance with the Combined Authority ASF Audit Plan.

26.13 The Provider acknowledges that Learner Support funding, as recorded in accordance with Clause 26.12 is not an additional value to the Provider’s confirmed Grant Allocation.

26.14 The Combined Authority reserves the right to withhold any payment of the Grant Allocation where:

a) information is incomplete;

b) information is inaccurate;

c) information is not submitted at the frequency required by the Combined Authority;

d) claims are considered to be excessive or unreasonable;

e) any other circumstances where the Combined Authority is concerned about the validity of the claim.

26.15 The Provider will supply any information that the Combined Authority requests in respect of any EAS claim.

27 Review of Performance and Reconciliation of grant

27.1 Review of performance and reconciliation decisions will be carried out in accordance with the Combined Authority ASF Performance Management Framework and the Combined Authority ASF Audit Plan.

27.2 The evidence required in respect of each Learning Programme is set out in the Combined Authority ASF Funding and Performance Management Rules and the DfE Specification for the Individualised Learner Record (ILR). The Provider must retain such evidence for inspection on request.

27.3 Performance will be monitored in accordance with Schedule 1 (Delivery Plan), the Combined Authority ASF Audit Plan and the Combined Authority ASF Performance Management Framework

27.4 The Combined Authority may share Grant Allocation information and performance information with other Combined Authorities, Regulatory Bodies and/or Crown Bodies.

28 Withholding, Suspending and Repayment of Grant

28.1 The Combined Authority’s intention is that the Grant will be paid to the Provider in full by the end of the Academic Year. However, without prejudice to the Combined Authority’s other rights and remedies under this Agreement or otherwise, the Combined Authority may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if one or more of the following applies:

28.1.1 The Combined Authority does not have the necessary funds available to pay the grant when the payment falls due. The Provider agrees and accepts that payments of the Grant can only be made to the extent that the Combined Authority has available funds;

28.1.2 It is an outcome of the Provider Action Plan;

28.1.3 It is an outcome as determined in accordance with the Combined Authority ASF Audit Plan;

28.1.4 The Provider uses the Grant for purposes other than those for which they have been awarded;

28.1.5 The delivery of the Project does not start within three (3) months of the Commencement Date and the Provider has failed to provide the Combined Authority with a reasonable explanation for the delay;

28.1.6 The quality of leadership of the Provider is such that one or more Learners has no reasonable prospect of achieving their learning aim or objective;

28.1.7 Learners are at risk on safeguarding grounds;

28.1.8 The Combined Authority considers that the Provider has not made satisfactory progress with the delivery of the Project;

28.1.9 The Provider is, in the reasonable opinion of the Authority, delivering the Project in a negligent manner;

28.1.10 The Provider obtains duplicate funding for the Project;

28.1.11 The Provider was not entitled to funding under the Combined Authority ASF Funding and Performance Management Rules in relation to one or more Learners and/ or Learning Programmes;

28.1.12 The Provider obtains funding from a third party which, in the reasonable opinion of the Authority, undertakes activities that are likely to bring the reputation of the Project or the Combined Authority into disrepute;

28.1.13 The Provider supplies the Combined Authority or the DfE with any materially misleading or inaccurate information;

28.1.14 The Combined Authority has concerns about the completeness, accuracy or promptness of the data submitted by the Provider on the ILR in relation to this Agreement;

28.1.15 The Provider commits or has committed a Prohibited Act;

28.1.16 Any member of the Governing Body, employee or volunteer of the Provider has acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or taken any actions which, in the reasonable opinion of the Combined Authority, bring or are likely to bring the Combined Authority 's name or reputation into disrepute;

28.1.17 The Provider ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation);

28.1.18 The Provider becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or

28.1.19 The Combined Authority has reasonable grounds to suspect fraud, financial irregularity, dishonesty or malpractice by the Provider or a Provider Related Party;

28.1.20 The Provider fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within thirty (30) Working Days of receiving written notice detailing the failure.

28.1.21The Provider fails to respond to a Provider Action Plan within the timescales agreed in accordance with Clause 17 (Provider Action Plans), or where no timescale has been agreed; within thirty (30) Working Days from the date the Provider Action Plan was issued to the Provider;

28.1.22 The Combined Authority is entitled to withhold or suspend payment of funding under any other provisions in this Agreement;

28.2 Wherever under the Agreement any sum of money are recoverable from or payable by the Provider (including any sum that the Provider is liable to pay to the Combined Authority in respect of any breach of the Agreement), the Combined Authority may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Provider under the Agreement or under any other agreement or contract with the Combined Authority.

28.3 Where the Combined Authority requires the Provider to repay any amount of the Grant, the Provider shall repay the amount concerned within thirty (30) Working Days of receiving the demand for repayment. The liability to meet such a demand shall be enforceable as a contractual debt.

28.4 The Provider shall make any payments due to the Combined Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

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

28.6 If the Combined Authority exercises its rights under Clause 28.1 this shall be without prejudice to any other right or action or remedy of the Combined Authority in respect of any breach by the Combined Authority of the terms of this Agreement.

28.7 If the Combined Authority exercises its rights under Clause 28.1 the Combined Authority shall give written notice to the Provider that the Combined Authority is ceasing to make payment of the Grant; and from the date of such notice, the Combined Authority shall cease to be under any obligation to pay any amount of the Grant to the Provider and shall have no ongoing or continuing obligations in respect of the Project under this Agreement.

29 Termination and Exit Management

Termination

29.1 On the occurrence of any of the events described in this Clause 29 (Termination and Exit Management) the Combined Authority will be entitled to terminate this Agreement by notice to the Provider with immediate effect.

29.2 Either Party may terminate this Agreement with immediate effect by giving notice in writing in the event that in the reasonable opinion of the Party wishing to terminate this Agreement, the conduct of the other in performing its obligations under this Agreement amounts to a material breach of the Agreement, which is incapable of remedy or which is capable of remedy but is not remedied by the defaulting Party within a reasonable period.

29.3 The Combined Authority reserves the right to terminate this Agreement with immediate effect by giving notice in writing in the following circumstances:

29.3.1 If the outcome of any financial health and/ or control assessment undertaken in relation to the Provider is inadequate; and/or

29.3.2 If the Provider fails to comply with requirements imposed under Clause 15 (Quality Assurance and Raising Standards); and/or

29.3.3 If the Provider fails to comply with the requirements imposed under Clause 3 (Payment of Grant); and/or

29.3.4 If the Provider fails to comply with the requirements imposed under Clause 4 (Accounts and Records); and/or

29.3.5 If a Change of Control is proposed by the Provider or has taken place; and/or

29.3.6 In accordance with Clause 33 (Subcontracting); and/or

29.3.7 In circumstances where the Combined Authority receives information which demonstrates that the Provider is not complying with its obligations under the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax; and/or

29.3.8 The Provider commits one or more Prohibited Acts; and/or

29.3.9 Where any of the circumstances set out in Clause 28 (Withholding Suspending and Repayment of Grant) occur which amount to a material breach of the Agreement; and/or

29.3.10 A Provider Action Plan is not followed by the Provider in accordance with Clause 17 (Provider Action Plans); and/or

29.3.11 The Combined Authority rejects a Provider Action Plan or the Provider does not provide a Provider Action Plan / revised Provider Action Plan within the applicable timescales and/or;

29.3.12 The Provider repeatedly breaches any of the terms in this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give full effect to the term of this Agreement; and/or

29.3.13 An Insolvency Event affecting the Provider occurs.

29.4 If the Combined Authority terminates another contract or agreement with the Provider on fault grounds where a similar right of termination exists in this Agreement in relation to similar provisions, the Combined Authority, acting reasonably, may immediately give notice of termination to this Agreement in writing to the Provider.

29.5 Termination under Clause 29 (Termination and Exit Management) will not prejudice or affect any right of action or remedy, which shall have accrued or shall thereupon accrue to the Parties under this Agreement.

29.6 The Provider must (at its own cost) upon notice of termination of the Agreement make available to the Combined Authority upon request all Learner files (including but not limited to e-portfolios), correspondence, documents, specification papers and or other property belonging to the Combined Authority, which may be in its possession of under its control.

29.7 The Provider must not recruit new Learners including Learners that have transferred from another Provider after notice of termination of the Agreement has been given. The Combined Authority will not be liable to make payments in respect of any Learners recruited in breach of this Clause 29.7.

Consequences of Termination and Expiry

29.8 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either Party accrued prior to termination. For the avoidance of doubt, the termination of this Agreement howsoever arising shall not entitle the Provider to any compensation. The Clauses of this Agreement which expressly or impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination in accordance with Clause 45 (Continuing Obligations).

29.9 On or before the Expiry Date or Termination Date, the Provider must ensure that all documents and/or computer records in its possession, custody or control including but not limited to e-portfolios, which contain information relating to the Project including any documents in the possession, custody or control of a Subcontractor are made available upon request to the Combined Authority.

29.10 For the avoidance of doubt, after notice of termination and/or an Insolvency Event affecting the Provider, the Provider must not share any information about Learners, including but not limited to Combined Authority Data, with another organisation unless the Combined Authority provides written authorisation for the Provider to do so. In addition, the Provider shall not recruit Learners from another Provider that has been issued with a notice of termination and/or in relation to whom an Insolvency Event has occurred without the permission of the Combined Authority.

29.11 The Provider hereby grants the Combined Authority a non-exclusive licence to access the Provider’s premises from the date of a notice of termination for such periods as may be reasonably necessary to enable the Combined Authority to retrieve that information referred to in Clause 29.9. The Combined Authority will exercise the rights provided under this Clause 29.11 where the Provider has failed to comply with Clause 29.9.

29.12 The Combined Authority reserves the right to hold back an amount that would otherwise be paid to the Provider prior to the Expiry Date or Termination Date, as relevant in order to reconcile what has already been paid to the Provider under Schedule 2 (Financial Forecast and Payment Plan) with the amount the Provider is entitled to under this Agreement, and in accordance to the Combined Authority ASF Funding and Performance Management Rules.

29.13 The Provider acknowledges and agrees that the Combined Authority shall have no ongoing or continuing obligations in relation to the Project upon the termination of this Agreement.

29.14 On expiry or termination of this Agreement, the Provider shall do its upmost to minimise any disruption to Learners and shall cooperate fully with any reasonable requests by the Combined Authority relating to this. For the avoidance of doubt, the Combined Authority will be entitled to request that, where the Provider cannot support Learner Completion, that it will co-operate in transferring the Learners to a new provider even if this is prior to the Termination Date or Expiry Date of this Agreement.

30 Human Rights

30.1 The Provider shall (and shall use its reasonable endeavours to procure that its staff shall) at all times comply with the provisions of the Human Rights Act 1998 in the performance of this Agreement as if the Provider were a public body (as defined in the Human Rights Act 1998).

30.2 The Provider will have a policy in place outlining its compliance with the Modern Slavery Act 2015, and will make this policy available to the Combined Authority on request.

30.3 The Provider shall undertake, or refrain from undertaking, such acts as the Combined Authority requests so as to enable the Combined Authority to comply with its obligations under the Human Rights Act 1998.

31 Limitation of Liability

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

31.2 The Combined Authority shall under no circumstances whatever be liable to the Provider whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any Losses arising under or in connection with this Agreement.

31.3 Subject to Clause 31.1, the Combined Authority’s liability under this Agreement is limited to the payment of the Grant.

32 Subsidy control

32.1 The Combined Authority has assessed that its Method 1 and 2 Grant Providers fall within the definition in the Government’s Statutory Guidance contained at paragraphs 15.28 and 15.29 and not 15.30. The organisations receiving financial assistance are within the national education system, primarily funded by public funds and supervised by the UK government, therefore are not considered economic activities for the purposes of the Subsidy Control Act 2022. The Combined Authority’s assessment therefore concludes no subsidy.

32.2 The Provider should obtain its own advice as to whether the Subsidy Control Rules apply to the Grant Allocation received in relation to the Project delivered under this Agreement. Guidance on this can be found at Complying with the UK’s international obligations on subsidy control: guidance for public authorities - GOV.UK

32.3 Where the rules on Subsidy Control apply, the Provider must:

32.3.1 comply with the relevant notification requirements; and

32.3.2 collect and retain appropriate records and will supply those records to the Combined Authority on its request

32.4 The Combined Authority reserves the right to require the Provider to obtain a contribution towards the cost of the Project delivered under the Agreement from the employer of any Learner. Where a contribution is required, the Combined Authority will confirm to the Provider in writing the exact percentage of the contribution.

32.5 Where the Combined Authority requires the Provider to obtain a contribution towards the cost of the Project under Clause 32.4 above, the Provider must provide evidence that the contribution has been received.

33 Subcontracting

33.1 The Provider must have a subcontracting or third-party delivery policy in place which is available to the Combined Authority for inspection on request.

33.2 The Provider must continuously review the size of its subcontracted services and ensure this does not exceed the subcontracting threshold as detailed in the Combined Authority ASF Funding and Performance Management Rules.

33.3 Management fees charged by the provider for management of Subcontractors must not exceed the value as detailed in the Combined Authority ASF Funding and Performance Management Rules.

33.4 The Provider must ensure it refreshes the due diligence checks on its subcontracting arrangements on at least an annual basis, including but not limited to reviewing its Subcontracts and the rationale for entering into each Subcontract, any fees and charges involved in the delivery of its subcontracted services and whether each cost is reasonable and proportionate.

33.5 The Provider will ensure that all subcontracting arrangements are executed in accordance with relevant public procurement legislation.

33.6 The Provider agrees and acknowledges that it will, at no charge, provide timely, full, accurate and complete Subcontractor data to the Combined Authority. The data will be provided in the correct format as required by the Combined Authority, in accordance with any guidance issued by the Combined Authority as amended from time to time.

34 Warranties

34.1 The Provider warrants, undertakes and agrees that:

34.1.1 it has all necessary resources and expertise to deliver the Project (assuming due receipt of the Grant);

34.1.2 it will deliver the Project in accordance with all applicable Laws;

34.1.3 it has not committed, nor shall it commit, any Prohibited Act;

34.1.4 it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify the Combined Authority immediately of any significant departure from such legislation, codes or recommendations;

34.1.5 it has and shall keep in place adequate procedures for dealing with any conflicts of interest;

34.1.6 it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction;

34.1.7 all financial and other information concerning the Provider which has been disclosed to the Combined Authority is to the best of its knowledge and belief, true and accurate;

34.1.8 it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the this Agreement;

34.1.9 it is not aware of anything in its own affairs, which it has not disclosed to the Combined Authority or any of the Combined Authority 's advisers, which might reasonably have influenced the decision of the Combined Authority to make the Grant on the terms contained in this Agreement; and;

34.1.10since the date of its last accounts there has been no material change in its financial position or prospects.

35 Indemnities

35.1 The Provider shall indemnify and keep indemnified the Combined Authority against all liabilities, damages, expenses, losses and costs incurred or suffered by the Combined Authority arising out of or attributable to the acts or omissions of the Provider or any of its employees, agents or sub-contractors in connection with this Agreement.

36 Insurance

36.1 The Provider shall effect and maintain with a reputable insurance company a policy or policies in respect of all risks which may be incurred by the Provider, arising out of the Provider’s performance of the Agreement, including death or personal injury, loss of or damage to property or any other loss (the Required Insurances).

36.2 The Required Insurances include (but are not limited to):

36.2.1 public liability insurance with a limit of indemnity of not less than ten million pounds (£10,000,000) in relation to any one claim or series of claims arising from the Project; and

36.2.2 professional indemnity insurance with a limit of indemnity of not less than five million pounds (£5,000,000) in relation to any one claim or series of claims arising from the Project.

36.2.3 employer's liability insurance with a limit of indemnity of not less than ten million pounds (£10,000,000) in relation to any one claim or series of claims arising from the Project.

36.3 The Provider shall (on request) supply to the Combined Authority a copy of such insurance policies and evidence that the relevant premiums have been paid.

37 Duration

37.1 Except where otherwise specified, the terms of this Agreement shall apply from the Commencement Date of this Agreement until Expiry Date or for so long as any Grant monies remain unspent by the Provider, whichever is longer.

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

38 Value Added Tax

38.1 The payment of the Grant by the Combined Authority under this Agreement is believed to be outside the scope of VAT but in the event any VAT shall become chargeable all payments shall be deemed to be inclusive of all VAT and the Combined Authority shall not be obliged to pay any additional amount by way of VAT.

38.2 All sums or other consideration payable to the Provider or provided by the Provider to the Combined Authority at any time shall be deemed to be exclusive of all VAT payable. Where any such sums become payable or due or other consideration is provided, the Provider shall, at the same time or as the case may be on demand by the Authority, in addition to such sums or other consideration pay to the Combined Authority all the VAT so payable upon the receipt of a valid VAT invoice.

39 TUPE

39.1 The Combined Authority makes no representations on whether TUPE applies to the performance of this Agreement and the Provider shall be solely responsible for determining this issue. If TUPE is deemed to apply then the Provider agrees to accept those transferring employees into employment on the same terms and conditions and length of service as the transferring employees enjoyed with the previous Provider immediately prior to the transfer date. The Provider will comply with TUPE if so required and shall indemnify the Combined Authority against any costs or losses incurred by the Combined Authority due to the Provider’s failure to comply with any such requirements.

39.2 During the last year of the Agreement the Provider will provide to the Combined Authority upon request such details as the Combined Authority considers are necessary to disclose relating to the TUPE or any equivalent provisions then in force. Such details relate primarily to the Provider’s employees' terms and conditions of service, length of service, etc. If any part of the Project is sub-contracted to one or more other organisations, then the Provider shall ensure that they replicate this clause with any sub-contractor so that they can obtain any employee information that may be requested by the Combined Authority in the final year of the Agreement.

40 Assignment

40.1 The Provider may not, without the prior written consent of the Combined Authority, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement or, except as contemplated as part of the Project, transfer or pay to any other person any part of the Grant.

40.2 The Combined Authority may assign, novate, or otherwise dispose of its rights and obligations under this Agreement without the consent of the Provider provided that such assignment, novation or disposal shall not increase the burden of the Provider’s obligations under this Agreement. This includes any such assignment, novation or disposal of rights and obligation to any legal entity with which the Combined Authority merges or which is a successor body of the Combined Authority by reason of statutory or voluntary reorganisation.

41 Waiver

41.1 No failure or delay by either Party to exercise any right or remedy under this Agreement shall be construed as a waiver of any other right or remedy. The rights and remedies available to the Parties under this Agreement are cumulative and are in addition to and not in substitution for any other rights or remedies which the Parties would otherwise have however arising.

41.2 If at any time any of the provisions of this Agreement become illegal, invalid or unenforceable in any respect under any law or regulation of any jurisdiction, neither the legality validity nor enforceability of the remaining provisions of this Agreement shall be in any way affected or impaired as a result.

42 Notices

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

43 No Partnership or Agency

43.1 This Agreement shall not create any partnership or joint venture between the Combined Authority and the Provider, nor any relationship of principal and agent, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party.

44 Joint and Several Liability

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

45 Contracts (Rights of Third Parties) Act 1999

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

46 Continuing Obligations

46.1 Save as otherwise expressly provided in this Agreement –

46.1.1 The termination or expiry of this Agreement with be without prejudice to any accrued rights and obligations under this Agreement as at the Expiry Date or the Termination Date; and;

46.1.2 The termination or expiry of this Agreement will not affect the continuing rights or obligations of the Combined Authority and the Provider under the Clause in the table below and/or under any other provision of this Agreement which is expressed to survive expiry or termination or which is required to give effect to such expiry or termination or the consequences of such expiry or termination for a period of seven (7) years ( or such longer term as may be specified in this Agreement), after such expiry or termination.

Clause	Description
3	Payment of Grant
21	Dispute Resolution Procedure
22	Intellectual Property Rights
23	Confidentiality
24	Freedom of Information
25	Data Protection and Protection of Personal Data
29	Termination and Exit Management
35	Indemnities
36	Insurance

47 Governing Law

47.1 This Agreement shall be governed by, and construed in accordance with, English law and any matter claim or dispute arising out of or in connection with this Agreement whether contractual or non-contractual, shall be governed by and determined in accordance with English law.

47.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in connection with this Agreement.

48 Miscellaneous

48.1 Nothing in this Agreement nor any other document shall impose any obligation or liability on the Combined Authority with respect to any actions of or obligations or liabilities assumed or incurred by the Provider or its agents contractors or employees whether under contract statute or otherwise.

48.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in connection with this Agreement.

48.3 The fact that the Combined Authority or any representatives of the Combined Authority have supplied or received any documents or information or attended any meeting shall not in itself imply approval of any matters raised in any such document, information or meeting or relieve the Provider of any obligation or liability in respect of the Project.

48.4 This Agreement contains all the terms which the Parties have agreed in relation to the subject matter of this Agreement and supersedes any prior written or oral agreements representations or understandings between the Combined Authority and the Provider.

IN WITNESS WHEREOF this Agreement has been executed as a Deed and is delivered and takes effect on the date first above written.

EXECUTED as a DEED
by the affixing of the COMMON SEAL of	YORK AND NORTH YORKSHIRE COMBINED AUTHORITY
in the presence of:	................................
	Authorised Signatory

EXECUTED as a DEED
by the affixing of the COMMON SEAL of	THE NORTH YORKSHIRE COUNCIL
in the presence of:
	................................
	Authorised Signatory

Schedule 1 – Delivery Plan

Allocation	Amount
2025-26 Total Grant Allocation	£ 2,797,963.94

Funding Type	Amount
Adult Skills Core	£ 777,293.00
Tailored Learning	£ 1,914,781.75
Funding for Innovative Provision (Please note that this is part of Adult Skills Core – not an additional value).	£ 0
Free Courses for Jobs	£ 105,889.19
Total	£ 2,797,963.94

	R01 / Aug 25	R02 / Sept 25	R03 / Oct 25	R04 / Nov 25	R05 / Dec 25	R06 / Jan 26	R07 / Feb 26	R08 / Mar 26	R09 / Apr 26	R10 / May 26	R11 / Jun 26	R12 / Jul 26
Amount of Grant Payable	8.33%	8.33%	8.33%	8.33%	8.33%	8.33%	8.33%	8.33%	8.33%	8.33%	8.33%	8.37%
Payment due by	31.08.25	30.09.25	31.10.25	30.11.25	31.12.25	31.01.26	28.02.26	31.03.26	30.04.26	31.05.26	30.06.26	31.07.26

Description	Details
Subject matter of the processing	The Provider processes the Personal Data under the Agreement for the purposes set out in the Agreement and otherwise in the furtherance of the arrangements between the Parties, in each case in connection with the delivery of the Project.
Duration of the processing	For as long as is necessary for the Provider to comply with its obligations under the Agreement and for the furtherance of the arrangements between the Parties, and as otherwise permitted by this Agreement.
Nature and purposes of the processing	The nature of the processing will include processing activities such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means) that may all be undertaken by the Provider for the following purposes: 1/ To facilitate good quality learning provision and to support the learner to achieve their personal outcomes: · Collecting data directly from Learners to enable the Provider to offer advice, guidance, and support as per Clause 12 (Learner Welfare) of the Agreement; and · Collecting data directly from Learners about their Protected Characteristics to improve the representation, participation, and success of underrepresented and underachieving groups in accordance with Clause 14 (Equality of Opportunity); and · Ensuring that the Learner is eligible to receive ASF funding by collecting information such as, but not limited to date of birth, home address, attained qualifications, National Insurance Number, and employment status. 2/ To enable the Combined Authority plan commissioning activity that meets the needs of Learners in York and North Yorkshire. · To facilitate a seamless interface between the Provider, the DfE and the Combined Authority in its delivery of ASF Learning Programs, data will be shared between the Parties in accordance with Clause 18 (Relationships) and Clause 15 (Quality Assurance and Raising Standards). · To report on findings following Learner engagement exercises. This may include learner names, address, individual quotes or testimonies, photographs, videos and/ or case studies. In all cases the Learner will be asked for explicit consent detailing how the data will be processed including the nature of the processing. 3/ To enable the Provider to meet its obligations in accordance with its data sharing agreement with the DfE in accordance with the The Department for Education (DfE) Individualised Learner Record (ILR) specification and Clause 25.15 to 25.19 (Individual Learner Record Data) of the Agreement · The DfE will share data with the Combined Authority to enable the Combined Authority to measure performance and to plan future commissioning activity. This Data Sharing agreement is outlined in the Memorandum of Understanding (MOU) between the Combined Authority and the DfE. Data shared will include Occupancy Data such as · enrollment numbers · learner reference number/ Unique Learner Number · learner name and date of birth · contact details (address / email address / telephone number) · learner demographics such as sex, disability / health information and ethnicity. · employment status and dates, welfare benefit entitlement (as claimed) and income information. · learning programme category (FCFJ/ tailed learning etc.) · prior Attainment · provider specified learning monitoring. · learning Aim reference · learning aim title · learning start and end date · learning outcome information · non Public funded contribution · eligibility for funding details 4/ To enable the Combined Authority to measure the effectiveness, efficiency, and performance of the Provider in the delivery of Learning Programmes through audits and compliance checks and other contract management activity and to enable the Combined Authority to process or reconcile payments to the Grant Provider based on delivery. Such data will include: · Delivery Plan Data will enable the Combined Authority to perform gap analysis and performance management in accordance with Clause 3.2.3, Clause 3.2.9, Clause 9.2, Clause 10 (Performance and Monitoring), Clause 12.13, Clause 15 (Quality Assurance and Raising Standards), Clause 18 (Relationships), Clause 25 (Data Protection and Protection of Personal Data) and Clause 27 (Review of Performance and Reconciliation of Grant) of the Agreement. Such data will be anonymised but may be cross referenced with ILR data. · Subcontractor Information in accordance with Clause 33 (Subcontracting) and Clause 32 (Subsidy Control) · To enable the Combined Authority to complete financial due diligence checks / policy checks and other checks as required to ensure that a Provider is meeting the obligations of the Agreement in accordance with Clause 10 (Performance and Monitoring), Clause 28 (Withholding, Suspending and Repayment of Grant) and Clause 16 (Inspections). 5/ Other Purposes as outlined in the Agreement As set out in Clause 22 (Intellectual Property Rights), As set out in Clause 25 (Data Protection and Protection of Personal Data), As set out in Clause 23 (Confidentiality), As set out in Clause 24 (Freedom of Information), As set out in Clause 13 (Safeguarding), As set out in Clause 29 (Termination and Exit Management) and Clause 45 (Continuing Obligations), As part of Performance and Quality Monitoring information about the provider, including risk rating as detailed in the Combined Authority ASF Performance Management Framework, the Combined Authority may share information about the provider with other Combined Authorities and Crown Bodies as per Clause 27 (Review of Performance and Reconciliation of Grant).
Type of Personal Data being processed.	Personal Data: Learner data may include: · Name · Date of birth · Address · Contact Details (email and telephone number) · National Insurance Number · Protected Characteristic Information · Employment Information · Qualification attainment · Desired outcome information · Withdrawal Rates · Learning Programme information. · Additional Learning support provided · Satisfaction surveys / feedback · Complaints, comments, or compliments · Whistleblowing information Case studies which may include photographs / videos quotes or testimonies (such data will be subject to consent if to be used in publications / social media etc.) Special Categories of Personal Data: In pursuant of Clause 14 (Equality of Opportunity) the Combined Authority requests that information about protected characteristics is collected to improve the representation, participation, and success of underrepresented and underachieving groups. Where we request this information from the provider, we will request that it is in an anonymised format.
Categories of Data Subject	Depending on the circumstances, the Personal Data may concern one or more of the following categories of Data Subjects (as determined by the Combined Authority or agreed between the Parties) and such other categories as the Combined Authority may specify or the Parties may agree from time to time: · persons employed or engaged by the Provider together with the Provider’s servants, agents, consultants, volunteers, temporary workers and Subcontractors (and all persons employed by any Subcontractor together with the Subcontractor’s servants, consultants, agents and contractors) used in the performance of its obligations under this Agreement in pursuant of Clause 7 (Significant Incidents or Emergencies), Clause 13 (Safeguarding), Clause 16 (Inspections) and Clause 29 (Termination and Exit Management) · student / Pupils/ Learners in accordance with the above sections written about ‘nature,’ ‘purpose’ and ‘type.’ · combined Authority representatives in pursuant of Clause 27 (Review of Performance and Reconciliation of grant). · DfE Representatives in pursuant of Clause 25 (Data Protection and Protection of Personal Data), Clause 26 (Submission of Learner Data), Clause 15 (Quality Assurance and Raising Standards) and Clause 18 (Relationships). · government departments (OFSTED for example) in pursuant of Clause 15 (Quality Assurance and Raising Standards), Clause 16 (Inspections) and Clause 27 (Review of Performance and Reconciliation of Grant).
Plan for return and destruction of the Personal Data once the processing is complete UNLESS requirement under union or member state law to preserve that type of Personal Data	The provider must upon notice of termination of the Agreement make available to the Combined Authority all Learner files (including but not limited to e-portfolios), correspondence, documents, specification papers and or other property belonging to the Combined Authority, which may be in its possession or under its control. On or before the Expiry Date or Termination Date, the Provider must ensure that all documents or computer records in its possession, custody or control including but not limited to e-portfolios, which contain information relating to the Project including any documents in the possession, custody or control of a Subcontractor are made available upon request to the Combined Authority. The Provider must adhere to its Data Retention Policy

(a) offering, giving or agreeing to give to any servant of the Combined Authority any gift or consideration of any kind as an inducement or reward for:

(i) doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement or any other contract with the Authority; or

(ii) showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with the Authority;

(i) committing any offence:

(ii) under the Bribery Act;

(iii) under legislation creating offences in respect of fraudulent acts; or

(iv) at common law in respect of fraudulent acts in relation to this Agreement or any other contract with the Authority; or

(v) defrauding or attempting to defraud or conspiring to defraud the Authority;