Childcare Offer for Wales: terms and conditions for providers

a) Where your claim has been correctly completed and submitted, funding will be awarded to you for the Purposes (as defined in Condition a) (the "Funding").

b) The Funding relates to the period relevant to the claim submitted.

c) These Conditions shall become effective and legally binding on the date you register on the Childcare Offer for Wales digital service and read and accept these Terms and Conditions.

d) If you have any questions in relation to this award of Funding or the Conditions set out in this letter, please contact your local authority childcare team who will be happy to assist.

This award of Funding is made on and subject to the Conditions set out in this document and under the authority of the Deputy Minister for Social Services acting under the authority of the Minister for Health and Social Services, one of the Welsh Ministers, acting pursuant to functions transferred under section 58A of the Government of Wales Act 2006 and the Local Government (Wales) Measure 2009.

Any reference in the Conditions to:

"Assurance Statement" is to the Assurance Statement: Counter-Fraud and Governance contained in Schedule 3.

"Business Day" is to a day other than a Saturday, Sunday, Christmas Day, Good Friday or a bank holiday in Wales under the Banking and Financial Dealings Act 1971.

"Childcare Offer for Wales" or  "Childcare Offer" refers to the Welsh Government funding scheme to provide eligible parents of three and four year old children with up to 48 weeks of government-funded childcare.

"Childcare Providers" is to a childcare provider registered with Care Inspectorate Wales (or Ofsted in England) that is also registered to deliver the Childcare Offer for Wales.

"Claim Manager" is to the member of your Personnel who is responsible for the day to day management of this award of Funding.

"Conditions" is to the terms and conditions set out in this letter and its Schedules.

"Costs Incurred and Paid" is to the invoiced cost of goods and/or services you have received and which have been paid for by you in cleared funds by the date of your claim.

"Costs Incurred" is to the cost of goods and/or services you have received regardless of whether you have paid for them by the date of your claim.

"National Digital Service" is to the Welsh Government’s online digital platform where parents can apply for the Childcare Offer for Wales and Childcare Providers can manage the hours of childcare provided under the offer and claim funding.

"Notification Event" is to any of the events listed in Schedule 2.

"Personnel" is to you (or your affiliates') directors, officers, members, employees and suppliers or any other person appointed or engaged by you in relation to the Purposes.

"Schedule" is to the schedules attached to this letter.

"we", "us" or "our" is to the Welsh Ministers.

"Welsh Government Official" is to: members of the Welsh Government Childcare Offer team, Welsh Government Offices, Cathays Park, King Edward VII Avenue, Cardiff
CF10 3NQ Email: childcareoffer@gov.wales

"you" or "your" is to the name of your registered setting; and

any reference to any legislation whether domestic or international law will include all amendments to and substitutions and re-enactments of that legislation in force from time to time.

a) You must use the Funding solely for the purposes set out in Schedule 1 (the “Purposes”)

b) Any change to the Purposes will require our prior written consent. Please note that whilst we will consider all reasonable written requests, we are not obliged to give our consent.

c) You must not use any part of the Funding for any activity which in our opinion could damage our reputation, including but not limited to: (i) party political purposes; (ii) the promotion of particular secular, religious or political views; (iii) gambling; (iv) pornography; (v) offering sexual services; or (vi) any kind of illegal activities.

d) You must not use any part of the Funding for: (i) purchasing capital equipment; (ii) payment of any legal fees incurred by you in relation to this letter; (iii) Costs Incurred or Costs Incurred and Paid by you in the delivery of the Purposes prior to the period referred to in 1)b).

Where you are required to provide information and/or documentation to us as evidence that you have satisfied a particular Condition or in support of a claim for Funding, the information and/or documentation must be acceptable to us in both form and content.

We reserve the right to reject any information and/or documentation which is for any reason not acceptable to us, and/or request additional information and/or documentation in support of a claim for Funding.

a) You may claim the Funding weekly in arrears. You must submit all weekly claims within two calendar months.

b) We will aim to pay all valid claims as soon as possible and typically within 3 Business Days of receipt of a valid claim made in accordance with the terms of this document, provided always that any information and/or documentation required by us in accordance with Condition 5 above has been produced to our satisfaction, and that on both the date of the claim and the date the Funding is be to paid to you:

1. the declarations made in Condition 8 below are true and correct and will be true and correct immediately after the relevant Funding has been paid to you; and
2. no Notification Event is continuing or might result from the proposed Funding.

You must:

a) safeguard the Funding against fraud generally and, in particular, fraud on the part of your Personnel. You must notify us immediately if you have reason to suspect that any fraud within your organisation has occurred, is occurring or is likely to occur, whether it relates to the Funding or not. You must also participate in such fraud prevention initiatives as we may require from time to time;

b) maintain appropriate procedures for dealing with any conflicts of interest in relation to the Funding whether actual, potential or perceived;

c) comply with all applicable domestic or international laws or regulations or official directives;

d) maintain adequate insurance policies to cover against the risks which may arise in connection with the Purposes including any property where the Purposes are delivered. Please note, we reserve the right to request proof of your insurance policies from you;

e) maintain appropriate financial, risk and control systems before utilising any part of the Funding to provide a grant to or procure any goods or services from third parties;

f) co-operate fully with the Welsh Government Official and with any other employee of the Welsh Government or consultant engaged by us to monitor your use of the Funding and your compliance with the Conditions;

g) inform us immediately if any of the declarations made in Condition 8 are incorrect in any respect or, if repeated at any time with reference to the facts and circumstances then existing, would be incorrect; and

h) notify us of any other funding received by you from any other source (including but not limited to your insurance provider, and any other Welsh Government fund or scheme) which is used in conjunction with the Funding to directly support the Purposes. The intention of this Condition is to avoid any duplication of funding in respect of the Purposes.

a) You declare that:

• you have the power to enter into and to perform the obligations set out in the Conditions and you have taken all necessary action to authorise the entry into and performance of the obligations under the Conditions;
• no limit on your powers will be exceeded as a result of claiming the Funding;
• the entry into and performance by you of, and the transactions contemplated by, this document do not and will not breach or conflict with:
  1. your organisation's constitutional documents;
  2. any agreement or other instrument binding on you or your assets or constitute a default or termination event (however described) under any such agreement or other instrument; or
  3. any laws or regulations applicable to you;
• no Notification Event is continuing or might reasonably be expected to result from the provision of the Funding and no other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of those things, would constitute) a default or termination event (howsoever described) under any other agreement or other instrument which is binding on you or to which any of your assets is subject;
• no litigation, arbitration or administrative proceeding is current or pending or, so far as you are aware, threatened, which has or could have a negative impact your ability to perform and comply with any of the Conditions;
• you have disclosed to us all material facts or circumstances which need to be disclosed to enable us to obtain a true and correct view of your business and affairs (both current and prospective) or which ought to be provided to any person who is considering providing funding to you;
• any information, in written or electronic format, supplied by you to us in connection with the Funding was, at the time it was supplied:
  1. if it was factual information, complete, true and accurate in all material respects;
  2. not misleading in any material respect, nor rendered misleading by a failure to disclose other information,
• except to the extent that it was amended, superseded or updated by more recent information supplied by you to us;
• there are no conflicts of interest in relation to the Funding whether actual, potential or perceived;
• acceptance of this award of Funding will not result in duplicate funding in respect of the activities required to deliver the Purposes. This includes but is not limited to any payments from your insurance provider, or any other Welsh Government fund or scheme; and
• the information contained in the Assurance Statement is complete, true and accurate.

b) You will be deemed to repeat the declarations in Condition a) above on each date you receive Funding from us and on each date you may have any liability to repay any Funding to us, and by reference to the facts and circumstances existing on each such date.

a) You must notify us immediately if a Notification Event has occurred or is likely to occur but we also reserve the right to notify you where we believe a Notification Event has occurred or is likely to occur.

b) We will either:

• notify you that we, at our absolute discretion, consider the Notification Event is not capable of remedy; or
• if we consider, at our absolute discretion, that the Notification Event is capable of being remedied, seek to discuss the Notification Event with you with a view to agreeing a course of action to be taken to address the Notification Event.

c) We will be entitled to take any of the actions listed in Condition 9)d) below if:

• despite our efforts we have been unable to discuss the Notification Event with you; or
• we notify you that the Notification Event is not, in our opinion, capable of remedy; or
• a course of action to address and/or remedy the Notification Event is not agreed with you; or
• a course of action to address and/or remedy the Notification Event is agreed with you but you fail to follow it, or any conditions attached to it are not met (including without limitation the timescale for such course of action) to our satisfaction; or
• the course of action fails to remedy the Notification Event to our satisfaction.

d) If any of the circumstances set out in 9 c) above occurs we may, at our absolute discretion, by notice to you:

• withdraw the award of Funding; and/or
• require you to repay all or part of the Funding; and/or
• suspend or cease all further payment of Funding; and/or
• make all further payments of Funding subject to such conditions as we may specify; and/or
• deduct all amounts owed to us under the Conditions from any other funding that we have awarded or may award to you; and/or
• exercise any other rights against you which we may have in respect of the Funding.

e) All repayments of Funding must be made to us within 20 Business Days of the date of our demand.

a) You must:

• maintain complete, accurate and valid accounting records identifying all income and expenditure in relation to the Purposes;
• without charge, permit any officer or officers of the Welsh Government, Wales Audit Office or any UK subsidy enforcement body at any reasonable time and on reasonable notice (noting that in exceptional circumstances, such as the prevention or detection of fraud, it may not be practicable to provide you with reasonable notice) being given to you to visit your premises and/or to inspect any of your activities and/or to examine and take copies of your books of account and such other documents or records howsoever stored as in such officer’s reasonable view may relate in any way to your use of the Funding. This undertaking is without prejudice and subject to any other statutory rights and powers exercisable by the Welsh Government, Wales Audit Office or any UK subsidy enforcement body or any officer, servant or agent of any of the above; and
• retain all original documents relating to the Funding until we inform you in writing that it is safe to destroy them.

b) Under paragraph 17 of Schedule 8 to the Government of Wales Act 2006, the Auditor General for Wales has extensive rights of access to documents and information relating to monies provided by the Welsh Government. They and their officials have the power to require relevant persons who control or hold documents to give any assistance, information and explanation that they may require; and to require those persons to attend before them for such a purpose. Please note that the Auditor General and their staff may exercise this right at all reasonable times.

a) Nothing in the Conditions imposes any liability on us in respect of any liability incurred by you to any third party (including, without limit, your employees and contractors).

b) You must indemnify us against any liabilities, claims, proceedings, demands, losses, costs and expenses suffered or incurred by us directly or indirectly arising as a result of or in connection with any failure by you to perform fully or in part any obligation you may have to a third party.

a) Nothing in the Conditions transfers to us any rights in any intellectual property created by you as a result of the Purposes.

b) You agree that from the date of this letter until 5 years from the date of the final payment of Funding we may include details about your organisation and business, the Funding and the Purposes in Welsh Government promotional materials and you further agree to cooperate with our reasonable requests to lead to the production such materials.

a) You acknowledge that we are subject to the requirements of certain laws, specifically the Freedom of Information Act 2000 (the “FOIA”), the Environmental Information Regulations 2004 (the “EIR”), the Data Protection Act 2018 (the “DPA”) and the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”).

b) You acknowledge that we are responsible for determining in our absolute discretion whether:

1. to disclose any information which we have obtained under or in connection with the Funding to the extent that we are required to disclose such information to a person making a disclosure request under the FOIA or the EIR; and/or
2. any information is exempt from disclosure under the FOIA or the EIR.

c) You acknowledge that we may share any data you provide to us with fraud prevention agencies and third parties for the purposes of preventing and detecting fraud.

d) You acknowledge that we may share data you provide with local authorities and any contractor providing digital support service on behalf of Welsh Government for the purpose of resolving I.T. issues in relation to accessing the Childcare Offer for Wales digital service.

e) Any personal data we collect will be managed in accordance with our Privacy Notice.

f) Please refer to Schedule 4, which provides further details of your obligations in respect of the UK GDPR.

a) If you decide to buy any goods and/or services to deliver the Purposes, they must be purchased in a competitive and sustainable way so as to demonstrate that you have (i) achieved best value in the use of public funds; and (ii) complied with your conflict of interest policy at the relevant time.

b) We may from time to time request evidence from you to demonstrate your compliance with this Condition 14. Such evidence may include evidence of your:

1. compliance with any procurement regulations, legislation or guidance in place from time to time to which you, or any person carrying out a business or function of the same or similar nature to you, is subject; or
2. compliance with your procurement policy in place at the relevant time; or
3. obtaining a minimum of three written quotations for the relevant goods and/or services. 

You must supply such evidence to us promptly following our written request for such evidence.

a) Any notices served under this document must be made in writing (please note, this does not include email but may include a letter attached to an email) and must prominently display the following heading:
“Notice in relation to the Childcare Offer costs paid to Childcare Providers"

b) The address and contact details for the purposes of serving notice are as follows:

You: the Claim Manager at the address registered on the National Digital Service.
Us: the Welsh Government Childcare Offer for Wales team at the address provided in Condition 3.

c) Notice will be deemed to have been properly given as follows:

Prepaid first class post: on the second Business Day after the date of posting.

By hand: upon delivery to the address or the next Business Day if after 4pm or on a weekend or public holiday.

By email attachment: upon delivery or the next Business Day if after 4pm or on a weekend or public holiday.

You must have in place and apply equality policies in accordance with the Equality Act 2010 covering employment, use of volunteers and the provision of services.

a) The Welsh Government is committed to supporting the Welsh language, culture and the "Cymraeg 2050: A million Welsh speakers" Welsh language strategy (Cymraeg 2050), which provides a vision for the growth and further development of the Welsh language and our targets of increasing the daily use of Welsh and reaching 1 million Welsh speakers by 2050.

b) Our ambition is that all Childcare Providers will support the increase of the Welsh language which will help us to meet our Cymraeg 2050 targets. As a minimum, all Childcare Providers registered to deliver the Childcare Offer for Wales are expected to:

1. understand the importance of the Welsh language in supporting children’s learning; and
2. encourage and support the children to use the Welsh language in everyday activities and routines within the setting.

For general advice on how to use more Welsh in your organisation, please contact the Welsh language advice service “Helo Blod” on 03000 25 88 88 or e-mail heloblod@gov.wales. Cwlwm partners provide support and guidance on developing Welsh language in childcare, early years and play settings. Please see the Cwlwm website for contact details.

Your use of the Funding must contribute to the achievement of the Welsh Government’s well-being objectives as set out in the Welsh Government’s Programme for Government (as in force from time to time). You must work in a sustainable way in delivering the Purposes so as to ensure you are working in a preventative, integrated, long-term and collaborative way that involves people that reflect the diversity of Wales.

You acknowledge that the Welsh Ministers have a range of functions which will continue to accrue and be amended from time to time, and that decisions in relation to each such function are obliged to be taken in the light of all relevant and to the exclusion of all irrelevant considerations.

You agree that nothing contained or implied in, or arising under or in connection with, the Conditions will in any way prejudice or frustrate the functions of the Welsh Ministers or any of them nor oblige the Welsh Ministers or any of them to exercise, or refrain from exercising, any of their functions in any particular way.

a) If at any time any of the Conditions are deemed to be or become invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

b) No failure or delay on our part to exercise any power, right or remedy under the Conditions will operate as a waiver of any such power, right or remedy or preclude its further exercise or the exercise of any other power, right or remedy. The powers, rights or remedies hereby provided are cumulative and not exclusive of any powers, rights or remedies provided by law.

c) Any amendment or variation to the Conditions must be in writing and signed by us and you in the same manner as this document (or as otherwise agreed by us in writing from time to time).

d) You may not assign or otherwise dispose of in any way your rights, benefits, obligations or duties under the Conditions.

e) Conditions 7, 9, 10, 12, 13, and 20 and such other Conditions which by implication need to continue in force beyond the final payment of Funding will so continue in full force and effect.

f) The award of the Funding is to you alone and no one else is entitled to make any claim in respect of the Funding or seek to rely on or enforce any of the Conditions.

g) In circumstances where you comprise two or more persons or bodies, the liabilities of such persons or bodies shall be joint and several (meaning the default of one of such persons or bodies shall be deemed to be the default of all).

h) The Conditions and any disputes or claim (including any non-contractual disputes or claims) arising out of or in connection with it its formation or its subject matter are to be governed by and construed in accordance with the laws of Wales and England as applied in Wales and the parties hereto submit to the exclusive jurisdiction of the courts of Wales and England.

We will process information about you in accordance with our cookies policy. By using the Childcare Offer for Wales digital service you consent to such processing and you warrant that all data provided by you is accurate.

By registering on the Childcare Offer for Wales digital service you accept these Terms and Conditions.

The Childcare Offer is a funding scheme established by the Welsh Government to provide parents of three and four year old children with government-funded childcare for up to 48 weeks a year. This includes the delivery of up to 20 hours of childcare per child per week over 39 weeks of term time and up to 30 hours of childcare per child per week over 9 weeks of school holiday periods.

The primary policy aims of the Childcare Offer are:

• to enable more parents, particularly mothers, to return to work;
• to increase the disposal income of those in work and help counteract poverty for those in low-paid jobs; and
• to encourage child development and school readiness.

The Purpose of the Funding is to enable Childcare Providers to deliver the provision of childcare to eligible parents under the Childcare Offer for Wales.

The Notification Events referred to in Condition 9 are listed below:

1. repayment of any part of the Funding is required in accordance with any applicable law or regulation;

2. you fail to comply with any of the Conditions;

3. the Funding, in full or in part, is not being used for the Purposes;

4. there is unsatisfactory progress towards completing the Purposes;

5. you fail to provide information about the Purposes requested by us or any UK subsidy enforcement body or any of its  auditors, agents or representatives;

6. we have reason to believe that you and/or any of your Personnel are involved in fraudulent activity or have been involved in fraudulent activity while the Purposes are, or were, being carried out;

7. we have made an overpayment of Funding to you;

8. there is a duplication of funding in respect of any part of the Purposes.

9. any declaration made in Condition 8 is, or proves to be, incomplete untrue or misleading incorrect in any respect or, if repeated at any time with reference to the facts and circumstances then existing, would be incorrect;

10. there has been a modification (qualification, adverse or disclaimer) to the auditor’s opinion on your financial statements;

11. an event or circumstance has occurred and is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on you or to which any of your assets is subject;

12. a moratorium in respect of all or any of your debts or assets or a composition or an agreement with your creditors is agreed, applied for, ordered or declared;

13. you stop or suspend payment of any debts or are unable, or admit in writing your inability, to pay your debts as they fall due;

14. the value of your assets is less than your liabilities (taking into account contingent and prospective liabilities);

15. you commence negotiations, or enter into any composition, compromise, assignment or arrangement, with one or more of your creditors with a view to rescheduling any of your indebtedness (because of actual or anticipated financial difficulties.

16. any action, proceedings, procedure or step is taken in relation to you in relation to:

1. the suspension of payments, a moratorium in respect of any indebtedness, winding up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise); or
2. a composition, compromise, assignment or arrangement with any of your creditors; or
3. the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of you or any of your assets.

17. a statutory demand is issued against you;

18. you cease, or threaten to  suspend or cease, to carry on all or a material part of your business;

19. there is a change in your constitution, status, control or ownership and/or your external auditors resign;

20. you fail to comply with any statutory reporting obligations which are applicable to you (including, but not limited to, filing requirements at Companies House, the Charity Commission, the Financial Conduct Authority);

21. there is any change, whether permanent or temporary, in your shareholders, directors, trustees or partners and/or Personnel which may affect your ability to deliver the Purposes;

22. any event occurs or circumstances arise which in our opinion gives reasonable grounds for believing that providing the Funding and/or the continuation of the arrangements contemplated by this letter could bring us into disrepute;

23. any event occurs or circumstances arise which in our opinion gives reasonable grounds for believing that you may not, or may be unable, to perform or comply with any of your obligations under the Conditions.

The Welsh Government has a duty to protect public funds, ensuring they are handled with probity and in the public interest.  It is important that people in Wales are able to have confidence in the Welsh Government and the organisations it funds. Welsh Government officials require assurance that reasonable and adequate governance and counter fraud procedures exist in the organisations funded by the Welsh Government.

In submitting a claim for payment, you declare that you, your employees, officials, directors, trustees and board members (as relevant):

• where applicable, fully understand their duties and responsibilities under the relevant legislation relating to companies and charities
• have sufficient knowledge about governance issues to carry out their roles in a manner which is fully compliant with the relevant legislation
• properly scrutinise and oversee the work of those with primary responsibility for your financial management, to mitigate the risk of fraud and double funding from public sources; and
• will disclose, if required, details of any other funding from any other organisation (including applications that are pending) to support the Purposes including amounts of other funding, posts funded and source of funding.

Part 1

Carrying out the Purposes will require the processing of Personal Data on our behalf. We will be the Data Controller and the table below provides details of the permitted processing to be undertaken in carrying out the Purposes.

You must comply with any further written instructions from us in respect of processing on our behalf. Any such further instructions shall be incorporated into the table.

Part 2

1. Definitions and interpretation

The definitions set out below for the following terms shall be used in this UK GDPR Schedule:

2. Protection of personal data

2.1 In this UK GDPR Schedule the following terms shall have the meaning given to them in the UK GDPR: Controller, Processor, Data Subject, Personal Data, Process, Personal Data Breach, Data Protection Officer.

2.2 The Parties acknowledge that for the purposes of the Data Protection Legislation we are the Controller and you are the Processor.

2.3 Unless otherwise required to do so by Law (in which case you shall inform us of that legal requirement before Processing, unless law prohibits such information on important grounds of public interest), the only Processing of Personal Data you are authorised to do is described in this UK GDPR Schedule or is the subject of prior written approval by us and may not be determined by you. You will not process the Personal Data for any other purpose or in a way that does not comply with this Award of Funding or the Data Protection Legislation. You must comply promptly with our written instructions requiring you to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

2.4 You must notify us immediately if you consider that any of our instructions infringe the Data Protection Legislation.

2.5 You must provide all reasonable assistance to us in any ongoing Data Protection Impact Assessment prior to and after commencing any Processing. Such assistance may, at our discretion, include:

2.5.1 a systematic description of the envisaged Processing operations and the purpose of the Processing;

2.5.2 an assessment of the necessity and proportionality of the Processing operations in relation to the Purposes;

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

2.5.4 a systematic description of the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

2.6 You must in relation to any Personal Data Processed in connection with your obligations under the Award of Funding:

2.6.1 process that Personal Data only in accordance with paragraph 2.3 of this UK GDPR Schedule, unless you are required to do otherwise by Law. If you are so required you must promptly notify us before Processing the Personal Data unless prohibited by Law;

2.6.2 ensure that you have in place Protective Measures, which have been reviewed and approved by us as appropriate, to protect against a Data Security Event having taken account of the:

1. nature of the data to be protected;
2. harm that might result from a Data Security Event;
3. state of technological development; and    
4. cost of implementing any measures;

2.6.3 you must, where you are required under the Award of Funding to notify Data Subjects of the purpose and detail of the Processing to be undertaken, cooperate with us to agree an appropriate notice which complies with the Data Protection Legislation. The notice must have our prior written approval. You must not modify or alter the notice in any way without our prior written consent;

2.6.4 ensure that your Personnel do not Process Personal Data except in accordance with the Award of Funding;

2.6.5 ensure that you take all reasonable steps to ensure the reliability and integrity of any of your Personnel who have access to the Personal Data and ensure that they:

1. are aware of and comply with your obligations under the Conditions;
2. are subject to appropriate confidentiality undertakings with you or any Sub-Processor;
3. are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by us  or as otherwise permitted by the Award of Funding; and
4. have undergone adequate training in the use, care, protection and handling of Personal Data;

2.6.6 not transfer Personal Data outside the UK unless our prior written consent has been obtained or Article 28(3)(a) of the UK GDPR applies.

2.6.7 At our written direction, delete or return Personal Data (and any copies of it) to us on expiry of the Award of Funding unless you are required by Law to retain the Personal Data.

2.7 Subject to paragraph 2.8 below, you must notify us immediately if in connection with the Award of Funding you:

2.7.1 receive a Data Subject Access Request (or purported Data Subject Access Request);

2.7.2 receive a request to rectify, block processing or erase any Personal Data;

2.7.3 receive any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;

2.7.4 receive any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data Processed under the Award of Funding;

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

2.7.6 become aware of a Data Security Event.

2.8 Your obligation to notify under paragraph 2.7 of this UK GDPR Schedule includes the provision of further information to us in phases without undue delay as details become available.

2.9 Taking into account the nature of the Processing, you must provide us with full assistance in relation to either Party’s obligations under Data Protection Legislation and any complaint, communication or request made under paragraph 2.7 of this UK GDPR Schedule above (and insofar as possible within the timescales reasonably required by us) including by promptly providing us with:

2.9.1 full details and copies of the complaint, communication or request;

2.9.2 such assistance as we may reasonably request to enable us  to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;

2.9.3 at our request, any Personal Data you hold in relation to a Data Subject;

2.9.4 assistance as we may reasonably request following any Data Security Event;

2.9.5 assistance as we may reasonably request with respect to any request from the Information Commissioner’s Office or any consultation by us with the Information Commissioner’s Office.

2.10 You must maintain complete and accurate records and information to demonstrate your compliance with this paragraph 2 of this UK GDPR Schedule. This requirement does not apply where you employ fewer than 250 staff unless:

2.10.1 we determine that the Processing is not occasional; or

2.10.2 we  determine the Processing includes special categories of data as referred to in Article 9(1) of the UK GDPR or Personal Data relating to criminal convictions and offences referred to in Articles 10 of the UK GDPR; or

2.10.3 we determine that the Processing is likely to result in a risk to the rights and freedoms of Data Subjects.

2.11 You must allow for audits of your Data Processing activity by us or our designated auditor.

2.12 You must designate a data protection officer if required by the Data Protection Legislation.

2.13 Before allowing any Sub-Processor to Process any Personal Data related to the Award of Funding you must:

2.13.1 notify us in writing of the intended Sub-Processor and   Processing;

2.13.2 obtain our prior written consent;

2.13.3 enter into a written agreement with the Sub-Processor which gives effect to the terms set out in this paragraph 2 of this UK GDPR Schedule  such that they apply to the Sub-Processor; and

2.13.4 provide us with such information regarding the Sub-Processor as we may reasonably require.

2.14 You shall remain fully liable for all acts or omissions of any Sub-Processor.

2.15 We may at any time on not less than 30 Business Days’ notice revise this paragraph 2 of this UK GDPR Schedule 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to the Award of Funding).

2.16 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office and other guidance where relevant.  We may on not less than 30 Business Days’ notice to you amend the Award of Funding to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

2.17 For the avoidance of doubt, nothing in the Award of Funding shall relieve you of your own direct responsibilities and liabilities under the Data Protection Legislation.

2.18 You agree to indemnify and keep us indemnified against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith by us  as a result of any claim made or brought by any individual or other legal person in respect of any loss, damage or distress caused to that individual or other legal person as a result of your  unauthorised processing, unlawful processing, destruction of and/or damage to any Personal Data process by you, your  employees or agents in your  performance of the Award of Funding or as otherwise agreed between the Parties.

2.19 The provisions of this paragraph 2 of this UK GDPR Schedule shall apply during the continuance of the Award of Funding and indefinitely after its expiry.