https://defrafarming.blog.gov.uk/sustainable-farming-incentive-pilot-agreement-terms-and-conditions/

Sustainable Farming Incentive pilot: agreement terms and conditions

The guidance on this page is for SFI pilot participants only. Please visit GOV.UK for the official Sustainable Farming Incentive scheme guidance.

If you take part in the sustainable farming incentive (SFI) pilot, you must follow the terms and conditions. These form part of your agreement.

Parties

The Rural Payments Agency (acting as the delivery body for the Department for Environment, Food and Rural Affairs) of PO Box 69, Reading, RG1 3YD United Kingdom (the “Authority”).
The agreement holder identified in the Agreement Document (the “Agreement Holder”).

Background

(A) These are the terms and conditions (“Terms and Conditions”) that accompany the SFI Pilot Agreement (“Agreement Document”) and apply to grant agreements made under the SFI Pilot. The SFI Pilot forms part of the Environmental Land Management National Pilot Scheme funded under section 1 of the Agriculture Act 2020. These Terms and Conditions should be read in conjunction with, and are subject to the:

(i) Agreement Document (including any supporting documents specified therein); and

(ii) the mandatory elements of the Guidance (to the extent applicable),

which together form the agreement with the Authority (the “Agreement”). The Agreement Document is individual to the Agreement Holder.

(B) These Terms and Conditions should also be read in conjunction with the Agriculture (Financial Assistance) Regulations 2021 which apply to the Environmental Land Management National Pilot Scheme.

(C) The Authority, which is the delivery body for the SFI Pilot, has agreed to pay the Grant to the Agreement Holder in accordance with the terms and conditions set out below and in the Agreement Document.

(D) The Authority is responsible for managing the SFI Pilot, the scheme under which the Grant is paid. The Secretary of State for Environment, Food and Rural Affairs has overall responsibility for the SFI Pilot and may directly enforce any terms of the Agreement against the Agreement Holder in accordance with clause 28.2.

(E) The Guidance sets out more detailed information and guidance. The Agreement Holder must read these documents and ensure compliance with all mandatory elements of the Guidance as a condition of receiving the Grant.

(F) In the event of any conflict between these Terms and Conditions and the documents referred to in recitals (A) and (E) above, these Terms and Conditions shall prevail, followed by the Agreement Document, any supporting documents referred to in the Agreement Document, and then the Guidance, subject to clause 1.8 below.

(G) The Agreement Holder may apply for capital items funding pursuant to the Countryside Stewardship scheme. Any such funding is entirely separate to the funding given under this Agreement, and subject to the terms of such Countryside Stewardship grant offer. However, it is acknowledged that the Agreement Holder may utilise such capital items funding in order to purchase capital items that complement or assist in achieving the Standards and Ambition Levels set out in the Agreement Document. For the avoidance of doubt, this paragraph (H) is not intended to create any legally binding effect.

1. Definitions and interpretation

In these Terms and Conditions the following terms shall have the following meanings:

Agreement Document: the document accompanying these Terms and Conditions, which describes the Grant to be paid to the Agreement Holder.

Agreement End Date: the date on which the Agreement comes to an end, as set out in the Agreement Document.

Agreement Land: the land parcels described in the Agreement Document.

Agreement Start Date: the date on which the Agreement commences, as set out in the Agreement Document.

Agreement Year: each subsequent 12 month period following the Agreement Start Date.

Ambition Level: the ambition level as referenced in the Agreement Document and supplemented by the Guidance (including mandatory elements of the Guidance).

Annual Change Period: in each Agreement Year, a period starting on the first Working Day of the 10th month of that Agreement Year and ending on the last Working Day of the 11th month of that Agreement Year.

Auditor: means any of the following:

(a) the Authority’s or Managing Authority’s internal or external auditors;

(b) the Authority’s or Managing Authority’s statutory or regulatory auditors;

(d) HM Treasury or the Cabinet Office;

(e) any party formally appointed by the Authority or Managing Authority to carry out audit or similar review functions; and

(f) successors or assigns of any of the above.

Controller: has the meaning given in the UK GDPR.

Data Protection Legislation: means:

(a) the UK GDPR as amended from time to time;

(b) the Data Protection Act 2018 to the extent that it relates to the processing of Personal Data and privacy;

Grant: the sum to be paid to the Agreement Holder under the Agreement as set out in the Agreement Document which shall include for the avoidance of doubt the Pilot Participation Payment included within the Agreement Document.

Guidance: means the guidance published on GOV.UK relating to the SFI Pilot.

Intellectual Property Rights: means:

(a) copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in Internet domain names and website addresses and other rights in trade names, designs, Know-How, trade secrets and other rights in confidential information;

(b) applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and

Joint Controllers: where two or more Controllers jointly determine the purposes and means of processing.

Law: is any law, statute, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, right within the meaning of Section 4(1) EU Withdrawal Act 2018 as amended by EU (Withdrawal Agreement) Act 2020, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Agreement Holder is bound to comply.

Managing Authority: the Department for Environment, Food and Rural Affairs (DEFRA), which has overall responsibility for the SFI Pilot.

Natural England: a non-departmental public body, established under the Natural Environment and Rural Communities Act 2006, which has responsibility for advising the Managing Authority on the protection of the natural environment in England, and providing technical advice to the Authority in support of the SFI Pilot.

Personal Data: has the meaning given to it in the UK GDPR.

Pilot Participation Payment: means an amount to be paid to the Agreement Holder as set out in the Agreement Document, in accordance with clauses 8 and 13 and pursuant to the completion of learning activities.

SFI Pilot: a scheme run by the Authority on behalf of the Managing Authority as part of the Environmental Land Management National Pilot Scheme funded under s1 of the Agriculture Act 2020 and in conjunction with the Agriculture (Financial Assistance) Regulations 2021.

Standards: the standards as referenced in the Agreement Document and supplemented by the Guidance, including mandatory elements of the Guidance.

UK GDPR: the retained version of the General Data Protection Regulation (Regulation (EU) 2016/679), as transposed into the law of England and Wales, Scotland and Northern Ireland by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

Working Day: any day other than a Saturday, a Sunday or a public holiday in England.

1.1 References to clauses are to the clauses of these Terms and Conditions. Clause headings shall not affect the interpretation of these Terms and Conditions.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other gender.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 A reference to a public organisation includes a reference to any successor to that public organisation.

1.6 Any words following the terms ‘including’, ‘include’, ‘in particular’ or ‘for example’ or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

1.7 Any reference in the Agreement which immediately before the date of exit from the EU (or such later date when relevant EU law ceases to have effect pursuant to Section 1A of the European Union (Withdrawal) Act 2018) is a reference to (as it has effect from time to time):

(a) any EU regulation, EU decision, EU tertiary legislation or provision of the European Economic Area agreement (“EU References”) which is to form part of domestic law by application of section 3 of the European Union (Withdrawal) Act 2018 and which shall be read on and after the date of exit from the EU as a reference to the EU References as they form part of domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 as modified by domestic law from time to time; and

(b) any EU institution or EU authority or other such EU body shall be read on and after the date of exit from the EU as a reference to the UK institution, authority or body to which its functions were transferred.

1.8 The Agreement Holder’s obligations regarding capital items shall be dealt with in a separate agreement. In the event a conflict arises between the capital items agreement and this Agreement, the former shall take precedence.

2. Agreement Holder’s Declarations

2.1 The Agreement Holder confirms that:

(a) the declarations and undertakings made in the Agreement Holder’s application for the Grant remain true and accurate to the best of the Agreement Holder’s knowledge and belief;

(b) the Agreement Holder has full capacity and authority to enter into the Agreement;

(c) the Agreement Holder is not aware of any circumstances which would prevent the Agreement Holder from fulfilling the Agreement Holder’s obligations under the Agreement;

(d) the Agreement Holder has management control of the Agreement Land and will retain such management control in relation to the Agreement Land until such time as the land is no longer “Agreement Land” for the purposes of the Agreement;

(e) if at any time there are any changes to the Agreement Holder’s circumstances which could affect the Agreement Holder’s eligibility or suitability for the Grant or the Agreement Holder’s ability to fulfil the Agreement Holder’s obligations under the Agreement, the Agreement Holder will notify the Authority in writing as soon as reasonably practicable;

(f) the Agreement Holder has read and understood and will comply at all times with all mandatory elements of the Guidance and any supporting documents as set out in the Agreement;

(g) unless the Secretary of State for the Managing Authority agrees otherwise, the Grant received under the Agreement shall not, in the whole or any part, duplicate any other financial assistance provided or to be provided out of monies made available by Parliament or a body exercising public functions within the United Kingdom;

(h) the Grant received under the Agreement shall not, in whole or in part, be used for any activities which the Agreement Holder is otherwise required to carry out under other legally binding obligations unless:

(i) that activity is required under a statutory notice issued under regulation 15 of the Official Controls (Plant Health and Genetically Modified Organisms) Regulations 2019;

(ii) the activity is required under a felling licence issued under section 9 of the Forestry Act 1967; or

(iii) the Secretary of State for the Managing Authority agrees otherwise; and

(i) the Agreement Holder will at all times comply with all applicable Law in the performance of the Agreement Holder’s obligations under the Agreement.

2.2 The Agreement Holder confirms that the Agreement Holder has obtained and will maintain and comply with any permits, licences, permissions, consents, approvals, certificates and authorisations (whether statutory or otherwise) which are required for:

(a) the performance of its obligations under the Agreement; and

(b) the protection of ancient monuments, archaeological, heritage, trees, historical sites on the Agreement Land and SSSI’s.

2.3 The Agreement Holder understands that the Agreement does not operate:

(a) as a Site of Special Scientific Interest (SSSI) consent and that if such consent is required the Agreement Holder must apply separately in accordance with any instructions provided by Natural England; or

(b) as scheduled monument consent of the Ancient Monuments and Archaeological Areas Act 1979 (or other consent under an Act) and that if such consent is required the Agreement Holder must apply separately. The Agreement Holder shall obtain and take account of the Historic Environment Farm Environment Record (HEFER) consultation response for all the land and features in connection to this Agreement.

2.4 Subject to clause 2.5, the Agreement Holder understands that the giving of any approval, consent or acknowledgement, or the review of any document or course of action by or on behalf of the Authority does not relieve the Agreement Holder of any of the Agreement Holder’s obligations under the Agreement unless expressly permitted in writing by the Authority.

2.5 In the event that the Agreement Holder’s obligations under this Agreement conflict within any obligations of the Agreement Holder pursuant to a Site of Special Scientific Interest (SSSI) consent with Natural England, the Agreement Holder’s obligations pursuant to the SSSI consent shall take precedence.

2.6 The Agreement Holder undertakes that they shall not provide false or misleading information or intentionally obstruct or fail to assist any person carrying out public functions in connection with the Agreement.

2.7 The Agreement Holder shall make its own enquiries as to the accuracy and adequacy of any information on which the Agreement Holder relies in connection with the Agreement.

3. Agreement Holder’s Obligations

3.1 In applying for and receiving the Grant, the Agreement Holder agrees to comply at all times with the Agreement Document, these Terms and Conditions and the mandatory elements of the Guidance as a condition of receiving the Grant.

3.2 The Agreement Holder undertakes to use the Grant to deliver the Standards to the Ambition Level set out in the Agreement Document, in accordance with the mandatory elements of the Guidance. The Guidance also sets out best practice recommendations designed to help the Agreement Holder deliver the Standards.

3.3 On an annual basis in a specified time period following each anniversary of the Agreement Start Date, the Agreement Holder shall submit to the Authority a declaration confirming that the Agreement Holder has complied with the Agreement Holder’s obligations under the Agreement. Further details of the requirements (including the specified time period and procedure for submitting the annual declaration) are set out in the Guidance.

4. Term

The Agreement shall commence on the Agreement Start Date and, subject to any earlier termination in accordance with clause 19, shall continue in force until the Agreement End Date. The Authority may extend the Agreement for a period of up to 3 months at a time, up to a maximum aggregate extension of 12 months, by giving not less than one month’s notice in writing to the Agreement Holder prior to the Agreement End Date. The terms and conditions of the Agreement shall apply throughout any such extended period.

5. The Guidance

5.1 These Terms and Conditions should be read in accordance with all documents forming part of the Agreement. The Agreement Holder should note that certain provisions within the Guidance are designated as mandatory and in order to achieve full compliance with the terms and conditions of the Agreement, the Agreement Holder must comply with all mandatory provisions of the Guidance.

5.2 The Authority may produce new versions of the Guidance throughout the lifetime of the SFI Pilot. The Authority will give reasonable notice to the Agreement Holder in writing of any amendments to the Guidance.

6. Transfers or Acquisitions of Agreement Land

6.1 The Agreement Holder must notify the Authority in writing as soon as reasonably practicable where the Agreement Holder intends to transfer all or any part of its Agreement Land which results in a change to the management control of the whole or any part of the Agreement Land that comprised the Agreement Holder’s Agreement Land as at the Agreement Start Date or as subsequently included as Agreement Land over the course of the SFI Pilot, including (without limitation) any sale or transfer to a new owner, changes to any lease or tenancy, permanent boundary changes or acquisition of any new Agreement Land which would amount to a change of circumstances under regulation 11 of the Agriculture (Financial Assistance) Regulations 2021 and shall allow the Authority at its discretion to terminate the Agreement.

6.2 Where the Agreement Holder complies with clause 6.1, the Authority may, in its absolute discretion and in accordance with Regulation 11 of the Agriculture (Financial Assistance) Regulations 2021, accept an undertaking for the transfer of all or part of the Agreement in accordance with Regulation 12 of the Agriculture (Financial Assistance) Regulations 2021 to release the Agreement Holder from their obligations under the Agreement but excluding any obligations prior to the date of the Authority’s acceptance of the undertaking. Such undertaking shall be subject to the relevant transfer and transferee of the Agreement Land complying with the provisions of Regulation 12 of the Agriculture (Financial Assistance) Regulations 2021.

6.3 No transfer of the Agreement to a transferee will be permitted that:

(a) does not comply with clauses 6.1 and 6.2; or

(b) is to occur in the final 6 months prior to the Agreement End Date.

6.4 The Agreement Holder acknowledges and accepts that any change in management control affecting its Agreement Land may have consequences for the Agreement. In some circumstances the Authority may be required to recover all or part of the Grant. Further details are set out in the Guidance.

7. Standards and Ambition Levels

7.1 Subject to clause 7.3 below and the relevant Guidance, the Agreement Holder may make a request to the Authority to:

(a) add or remove Standards;

(b) change their Ambition Level under a Standard; and

(c) make changes to their Agreement Land by adding new land parcels or removing land parcels that formed part of the Agreement Land.

7.2 Any requests made pursuant to clause 7.1 shall at all times be subject to the reasonable discretion of the Authority considering all circumstances. In the event that the Agreement Holder makes any request pursuant to clause 7.1, the Authority may delay, reduce, recover or withhold payment of the Grant in whole or in part until such time as the request has been reviewed, processed and agreed, and the Agreement has been amended accordingly.

7.3 The Agreement Holder can only make a request to the Authority pursuant to clause 7.1 during the Annual Change Period in the relevant Agreement Year. Unless specified elsewhere in the Agreement, the Agreement Holder may not make a request for any changes outside of the Annual Change Period and any request made outside of the Annual Change Period shall not be accepted by the Authority.

7.4 Any requested changes that are accepted by the Authority shall only apply from the beginning of the Agreement Year immediately following the Annual Change Period in which the request was made.

7.5 Where a request has been made pursuant to clause 7.1, payment of the Grant for the following Agreement Year shall not be made until the Authority has considered the Agreement Holder’s request and provided a response as to whether the request has been accepted by the Authority. Any adjustments to payments pursuant to any changes agreed to by the Authority shall only take effect in the following Agreement Year, and shall not be backdated.

7.6 Where a request has been accepted, the Authority shall issue to the Agreement Holder a new Agreement Document. Following receipt of the new Agreement Document, the Agreement Holder shall provide written confirmation (either by letter or email) to the Authority confirming acceptance of the new Agreement Document. If written confirmation accepting the new Agreement Document is not provided by the Agreement Holder within the time stated by the Authority when the new Agreement Document is issued, the requested change to the Agreement will not be made by the Authority.

7.7 The Authority may introduce new Standards during the course of this Agreement. When introducing new Standards the Authority will issue guidance on how Agreement Holders can adopt new Standards and modify their Agreements.

8. Payments

8.1 Subject to compliance with the Agreement, the Agreement Holder shall receive payment of the Grant in accordance with the payment rates set out in the Agreement Document on a quarterly basis. The Agreement Holder shall also receive the Pilot Participation Payment in accordance with clause 13 below.

8.2 Payment will be made directly to the Agreement Holder’s verified bank or building society account via BACS transfer by the Authority, subject to the necessary funds being available when the payment falls due. The Agreement Holder agrees and accepts that payment can only be made to the extent that the funds are available.

8.3 Any failure by the Agreement Holder to submit the annual declaration required by clause 3.3 above and/or any additional information or evidence required by the Authority to enable payment to be made may result in payment being delayed, reduced, recovered or withheld.

8.4 The amount of the Grant shall not be increased in the event of any overspend by the Agreement Holder in the delivery of the Agreement Holder’s obligations under the Agreement.

8.5 Unless otherwise explicitly permitted in writing by the Authority, payments may not be used to reimburse any expenditure incurred by the Agreement Holder prior to the Agreement Start Date.

8.6 In accordance with clause 21, the Authority may vary the payment rates in respect of the Grant. Where any change is made the new payment rate shall take effect as and from the following Agreement Year and shall not be backdated. The Authority shall issue to the Agreement Holder a new Agreement Document reflecting the variation in payment rates. Following receipt of the new Agreement Document, the Agreement Holder shall provide written confirmation (either by letter or email) to the Authority confirming acceptance of the new Agreement Document containing the new payment rates or otherwise notify the Authority that it wishes to terminate the Agreement. Where the Agreement Holder chooses to terminate this shall be without penalty. If written confirmation accepting the new Agreement Document is not provided by the Agreement Holder within the time stated by the Authority when the new Agreement Document is issued, the Agreement Holder shall be deemed to have terminated the Agreement.

9. Breach

9.1 The Authority reserves the right to delay, reduce, recover or withhold payment or require repayment of the Grant in whole or in part, to terminate this Agreement in accordance with clause 19, or to prohibit the Agreement Holder from receiving financial assistance from other financial assistance schemes under the Agriculture Act 2020 for a period of up to two years if it determines, after carrying out a proportionate investigation, that any of the following circumstances applies:

(a) the Agreement Holder has, at any time, given false or misleading information to the Authority;

(b) the Agreement Holder uses the Grant for a purpose other than as prescribed as part of the SFI Pilot;

(c) the Agreement Holder has failed to prevent or report actual or anticipated fraud or corruption in relation to the Grant;

(d) the Agreement Holder incurs expenditure using the Grant on activities that breach any Law;

(e) the Agreement Holder is in breach of any of the terms or conditions of the Agreement including but not limited to clauses 2.5, 3.3, 6.4, 11.1, 13.1 and 17.5 of these Terms and Conditions;

(f) the Agreement Holder is in breach of any mandatory element of the Guidance or the Standards or Ambition Level set out in the Agreement Document; or

(g) the Agreement Holder is in breach of any requirement to which they are subject under the Agriculture (Financial Assistance) Regulations 2021 as amended.

9.2 Where the Authority requires any part or all of the Grant to be repaid in accordance with this clause 9 the Agreement Holder shall repay this amount no later than 30 days from the date the Agreement Holder received the demand for repayment. If the Agreement Holder fails to repay the amount of the Grant required by the Authority within 60 days of a demand (subject to any appeal process) from the Authority for payment, the sum will be recoverable summarily as a civil debt. For the avoidance of doubt, the Authority’s right to recover the Grant under clause 9.1 extends to the entirety of Grant payments made in the Agreement Year in which the determination is made under clause 9.1.

9.3 In addition to the Authority’s rights pursuant to clause 9.1, the Authority may at its discretion take other actions available to the Authority pursuant to Regulation 24 of the Agriculture (Financial Assistance) Regulations 2021 upon a determination that any of the circumstances as set out in clause 9.1(a) to 9.1(g) has occurred. This shall include but is not limited to:

(a) issuing a warning letter to the Agreement Holder;

(b) amending, removing or replacing a condition subject to which financial assistance is given either temporarily or permanently; and

9.4 The Authority may exercise any of its rights or remedies without prejudice to and expressly reserving any and all other rights and remedies of the Authority as contained within the Agreement.

10. Repayment

10.1 If the Agreement Holder receives any overpayment or any payment to which the Agreement Holder is not entitled (including in the event of an administrative error), the undue amount must be repaid. It is the Agreement Holder’s responsibility to check all payments the Agreement Holder receives from the Authority and notify the Authority immediately if the Agreement Holder has any reason to believe that an error has occurred.

10.2 If any sum becomes repayable under this clause 10, it shall be treated as a debt owing by the Agreement Holder to the Authority until such time as the outstanding amount is repaid. A recovery order will be issued to the Agreement Holder specifying the amount to be repaid and the date by which repayment must be made.

11. Monitoring, Access to Documents and Information and Site Visits

11.1 The Agreement Holder:

(a) shall submit an annual declaration in accordance with clause 3.3;

(b) will allow access to any Agreement Land and any relevant documents or records (or any computer, associated apparatus or material used in connection with them) to which the Agreement and the obligations contained therein relates, to any authorised person for the purpose of carrying out of a site visit or virtual check;

(c) agrees to disclose or supply all information or evidence as may be required by the Authority in order to verify continued eligibility for and compliance with this Agreement, to review or evaluate the activities carried out under this Agreement and monitor the extent to which their purposes have been achieved, or to review or evaluate the success of the SFI Pilot as a whole; and

(d) agrees to assist any person authorised to carry out any site visit or virtual check and shall provide access to any Agreement Land, premises, livestock, trees, crops, plants, machinery, equipment, documents or records (or any computer, associated apparatus or material used in connection with them) which may be required.

11.2 If any audit or other site visit or virtual check by or on behalf of the Authority demonstrates any non-compliance by the Agreement Holder of the Agreement Holder’s obligations pursuant to the Agreement and/or failure to use the Grant for its purpose under the SFI Pilot, the Authority may:

(a) give the Agreement Holder notice specifying the way in which the Agreement Holder’s performance falls short of the requirements of the Agreement or is otherwise unsatisfactory;

(b) require the Agreement Holder to prepare and undertake remedial actions to make good any shortcomings; and/or

11.3 Following receipt of a notice in accordance with clause 11.2(a), the Agreement Holder shall, without prejudice to any other rights and remedies the Authority may have:

(a) remedy the cause of such non-compliance as soon reasonably practicable and in any event within a time period agreed with the Authority;

(b) use all reasonable endeavours to immediately minimise the impact of such failure and to prevent such failure from recurring; and

(c) immediately give the Authority such information as the Authority may request regarding what measures are being taken to comply with the obligations in this clause 11 and the progress of those measures until resolved to the satisfaction of the Authority.

12. Maintenance of Accounts and Records

12.1 The Agreement Holder shall keep accurate and up-to-date accounts and records of the receipt and expenditure of the Grant monies received by it and evidence of the Agreement Holder’s compliance with the Agreement Holder’s obligations under the Agreement, which shall comply with any applicable standards and requirements set out in the Agreement Document, the mandatory elements of the Guidance, these Terms and Conditions and in any separate written instructions issued to the Agreement Holder by the Authority or its authorised representative.

12.2 The Agreement Holder 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 7 years from termination or expiry of the Agreement. The Authority shall have the right to review the Agreement Holder’s accounts and records relating to the Grant and shall have the right to take copies of such accounts and records.

12.3 The Agreement Holder shall comply with and facilitate the 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 Authority.

12.4 In addition to the Agreement Holder’s obligations to provide information to the Authority, the Agreement Holder shall provide any of the information referred to in this clause 12 to any other duly authorised public authority or an Auditor (or their authorised representatives or auditors) upon request.

13. SFI Pilot Learning

13.1 During the term of the Agreement, the Agreement Holder will be required to take part in certain learning activities.

13.2 The Agreement Holder shall be paid the Pilot Participation Payment on a quarterly basis where it has completed the learning activities. If the learning activities are not completed then the Authority may withhold payment of the full Grant amount (not just the Pilot Participation Payment) as set out in clause 9.1.

13.3 The Agreement Holder may be asked by the Authority and/or the Managing Authority to undertake any of the following:

(a) core learning including some questionnaires and keeping some records of activities and experiences. These activities are mandatory, and more details are provided in the Guidance; and

(b) other learning including surveys, workshops and interviews. These activities are flexible. More details are provided in the Guidance.

14. Acknowledgement and Publicity

14.1 The Agreement Holder shall assist with all reasonable requests from the Authority and/ or Managing Authority to facilitate visits, provide reports, statistics, photographs and case studies that will assist the Authority and/or the Managing Authority in its promotional and publicity activities which may include, with the consent of the Agreement Holder, acknowledgment of the Agreement Holder’s involvement in the SFI Pilot in such promotional and publicity activities.

14.2 The Agreement Holder will only use the Authority’s and/or the Managing Authority’s name and logo in line with any branding guidelines issued by the Authority and/or the Managing Authority from time to time. The Authority and/or the Managing Authority (as applicable) shall notify the Agreement Holder in the event that any such branding guidelines are issued.

15. Intellectual Property Rights

15.1 The Authority and the Agreement Holder agree that all rights, title and interest in, or to any information, data, reports, documents, procedures, forecasts, technology, knowhow and any other Intellectual Property Rights whatsoever, owned by or licensed to either the Authority or the Agreement Holder before the Agreement Start Date or developed by either party under the Agreement, shall remain the property of that party.

15.2 Where the Authority has allowed the Agreement Holder to use any of its Intellectual Property Rights in connection with the Agreement (including without limitation its name and logo), the Agreement Holder shall, on termination of the Agreement, cease to use such Intellectual Property Rights immediately (subject to any ongoing requirement to use Intellectual Property Rights in compliance with the publicity requirements in clause 14).

15.3 The Authority and Managing Authority shall have a perpetual, non-exclusive, royalty-free, sub-licensable licence to use any Intellectual Property Rights created by the Agreement Holder in connection with the Agreement.

16. Data Protection and Information

16.1 The Agreement Holder and the Authority shall comply at all times with their respective obligations under Data Protection Legislation.

16.2 The Managing Authority is the Controller of any Personal Data the Agreement Holder gives to the Authority. For information on how the Authority handles personal data search for ‘Rural Payments Agency Personal Information Charter’ on GOV.UK.

16.3 To the extent that the Agreement Holder and the Authority share any Personal Data for the purposes of this Grant, the parties accept that they are each a separate independent Controller in respect of such Personal Data. Each party:

(a) shall comply with applicable Data Protection Legislation in respect of its processing of such Personal Data;

(b) shall be individually and separately responsible for its own compliance;

16.4 Each party shall, with respect to its processing of Personal Data as independent Controller, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, that shall, at a minimum, comply with the requirements of the Data Protection Legislation.

16.5 The Agreement Holder acknowledges that the Managing Authority and the Authority are subject to the requirements of the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (“EIRs”).

16.6 The Agreement Holder shall provide all necessary assistance and cooperation which is reasonably requested by either the Managing Authority or the Authority for the purposes of complying with their obligations under FOIA and EIRs. If either of them requires the Agreement Holder to supply information pursuant to a FOIA/EIRs request, the Agreement Holder shall supply all such information which is within its possession or control within 5 Working Days from the date of the request by the Authority or the Managing Authority (or such other period as either the Managing Authority or the Authority may reasonably require).

16.7 If the Agreement Holder receives a FOIA/EIR request from a member of the public, the Agreement Holder shall not respond to the request but shall forward the request to either the Managing Authority or the Authority within 2 Working Days of receipt.

16.8 The Managing Authority and Authority shall determine in their absolute discretion and in accordance with their obligations under Data Protection Legislation, whether any information is exempt from disclosure in accordance with the provisions of FOIA and/or the EIRs.

17. Limitation of Liability

17.1 Neither party excludes or limits its liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

17.2 The Authority accepts no liability for any consequences, whether direct or indirect, arising from the Agreement, the use of the Grant by the Agreement Holder or the Authority exercising its rights under the Agreement.

17.3 Subject to clauses 17.1 and 17.2, the Authority’s total aggregate liability in connection with the Agreement shall not exceed the amount of the Grant.

17.4 The Agreement Holder shall indemnify the Authority and any persons acting on the Authority’s behalf against all claims, demands, actions, costs, expenses, losses, damages and all other liabilities arising as a result of the actions or omissions of the Agreement Holder in connection with the Agreement.

17.5 The Agreement Holder acknowledges and accepts that if the Agreement Holder suffers any losses which prevent the Agreement Holder from fulfilling the Agreement Holder’s obligations under the Agreement, the Authority may require the Grant to be repaid or the losses to be made good at the Agreement Holder’s own expense, regardless of whether the Agreement Holder is insured against such losses.

18. Good Reasons for Breaches

18.1 If the Authority determines that a breach under clause 9.1 has occurred, the Agreement Holder (or any person authorised to act on the Agreement Holder’s behalf) shall submit good reasons for the breach, along with any evidence supporting those reasons, to the Authority in accordance with the process set out in the Guidance, pursuant to which the Authority may decide that no enforcement action is required. Such good reasons and any supporting evidence will be reviewed by the Authority on a case by case basis, and further information as to what may constitute good reasons is set out in the Guidance.

18.2 The Authority will notify the Agreement Holder in writing of whether enforcement action will be taken.

18.3 The following sub-clauses (a) – (g) are examples to aid the Agreement Holder’s understanding of what may constitute a good reason in accordance with clause 18.1. The below is not exhaustive and the Authority shall at all times have full discretion as to whether a good reason is accepted.

(a) a severe natural disaster, including flooding and droughts;

(b) the accidental destruction of capital items connected to the Agreement;

(d) supply chain issues;

(e) a disease affecting part or all of your crops, trees or livestock;

(f) serious illness; or

(g) unforeseen termination of a tenancy in respect of Agreement Land.

19. Termination

19.1 The Authority reserves the right to terminate the Agreement on written notice to the Agreement Holder if:

(a) the Agreement Holder has breached the terms of the Agreement or there is a change in circumstances affecting the Agreement Holder’s eligibility to receive the Grant (whether or not the Authority has taken steps to recover the Grant in accordance with clause 9); or

(b) the Agreement Holder has failed to repay any sum which has become recoverable by the Authority in accordance with clause 9 or clause 10.

19.2 In addition to its right to terminate under clause 19.1 above, the Authority may terminate the Agreement and any future Grant payments on giving the Agreement Holder at least 6 months’ written notice at any time. Provided that the Agreement Holder is not in breach of the Agreement, Grant payments already paid will not be recoverable in the event of termination under this clause 19.2.

19.3 The Agreement Holder may terminate the Agreement at any time by giving written notice in accordance with the Guidance to the Authority. The Agreement Holder understands that in such circumstances it may be required to repay all or part of the Grant and that the Agreement Holder’s obligations under the Agreement shall not cease until such repayment has been made. Further details of when an Agreement Holder may be required to repay all or part of the Grant pursuant to termination under this clause 19.3 are set out in the Guidance.

19.4 If a third party acquires management control of any part of the Agreement Land, the Authority may terminate the Agreement. In such circumstances the Agreement Holder may not be required to repay the Grant and the Agreement Holder’s obligations under the Agreement will cease as at the date of termination. Further details are set out in the Guidance.

20. Consequences of expiry or termination

20.1 Expiry or termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of expiry or termination which existed at or before the date of expiry or termination.

20.2 Expiry or termination of the Agreement shall not affect the continuing rights and obligations of the parties under clauses 9 (Breach), 10 (Repayment), 11 (Monitoring, Access to Documents and Information and Site Visits), 12 (Maintenance of Accounts and Records), 13 (SFI Pilot Learning), 14 (Acknowledgement and Publicity), 15 (Intellectual Property Rights), 16 (Data Protection and Information), 17 (Limitation of Liability), 20 (Consequences of expiry or termination), 22 (Severability), 23 (Waiver), 24 (Notices), 25 (Dispute Resolution), 27 (Joint and Several Liability), 28 (Third Party Rights), 29 (Governing Law) or any other provision in the Agreement or mandatory elements of the Guidance which is expressly stated to survive expiry or termination of the Agreement or which is required to give effect to such termination or expiry or the consequences of such termination or expiry.

21. Variation

The Authority reserves the right to vary these Terms and Conditions or the Guidance at any time. The Authority will give reasonable notice to the Agreement Holder in writing of any amendments to the Guidance or these Terms and Conditions and the date on which such amendment shall take effect (“Effective Date”). From the relevant Effective Date, the amended version of the Guidance and/or these Terms and Conditions (as applicable) shall apply and the old versions shall be superseded.

22. Severability

If any term, condition or provision of the Agreement is held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will not affect the validity, legality and enforceability of the other provisions or of any other documents referred to in the Agreement.

23. Waiver

No failure or delay by either party to exercise any right or remedy under the Agreement shall be construed as a waiver of any other right or remedy.

24. Notices

24.1 All notices in relation to the Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, emailed, mailed (first class postage prepaid) or faxed using the contact details set out in the Agreement Document (or any updated address which is subsequently notified by one party to the other). It is the Agreement Holder’s responsibility to notify the Authority of any change to the Agreement Holder’s contact details.

24.2 If personally delivered or if emailed all such notices 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 notices shall be deemed to have been given and received on the second Working Day following such mailing.

25. Dispute Resolution

Any dispute arising between the parties or any complaint or appeal by the Agreement Holder concerning the Authority’s actions in connection with the Agreement shall be resolved according to the procedure set out in the Guidance.

26. No Partnership or Agency

The Agreement shall not create any partnership or joint venture between the Authority and the Agreement Holder, nor between the Managing Authority and the Agreement Holder, 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.

27. Joint and Several Liability

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

28. Third Party Rights

28.1 Subject to clause 28.2 below, the Agreement does not and is not intended to confer any contractual benefit on any person who is not a party to the Agreement.

28.2 The terms of the Agreement may be enforced, and recovery of any Grant may be sought by the Managing Authority, who shall be entitled to receive the benefit of the Agreement as if it was the Authority.

29. Governing Law

The Agreement shall be governed by and construed in accordance with the law of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.