Terms of funding: Skills and Training fund
This version dated 15 April 2025
This is a supporting legal document which you should read before completing an application form.
Agreement between:
(1) The Construction Industry Training Board (Registered charity number 264289 and SC044875) whose principal place of business is at Sand Martin House, Bittern Way, Fletton Quays, Peterborough PE2 8TY (‘CITB’ ’We’ or ‘Us’)); and
(2) The recipient (‘You’ &’Your’)
Background
(A) We have reviewed Your proposal (‘the Project’) and grant funds (‘the Funds’), the amount of which is communicated to You separately in the covering letter to this Agreement, to assist in carrying out the Project.
(B) This Agreement sets out the terms and conditions on which the Funds are granted to You.
(C) The terms and conditions are intended to ensure that the Funds are used for the purpose for which it is awarded.
1. Funding and tax
1.1 CITB grants the Funds to the Project inclusive of any VAT if applicable subject to clause 1.4 .
1.2 The Funds will be used only by You and only for the Project.
1.3 The amount of the Funds shall not be increased in the event of any overspend by You in the delivery of the Project.
1.4 You shall promptly repay to CITB any money incorrectly paid to You either as a result of an administrative error or otherwise including where an incorrect sum of money has been paid or where Funds have been paid in error before all conditions attaching to the Funds have been complied with by You.
1.5 You understand that our obligation does not extend to paying You any amounts in respect of VAT in addition to the Funds and that the Funds We give are inclusive of any VAT if applicable.
1.6 You shall not use the Funds to:
a) exclusively fund employees, directors or trustees;
b) purchase building or land or large infrastructure;
c) fund any capital expenditure;
d) pay third parties, agents or providers to write funding bids on Your behalf; or
e) for any purposes other than the purposes for which the Funds have been made available for the Project.
2. Duration
2.1 Unless specifically mentioned otherwise, the terms of this Agreement shall apply from the date of this Agreement until the end date specified in the application form completed by You in relation to this Funding.
2.2 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 the obligations have been fulfilled.
3. Intellectual Property Rights, marketing and promotion
3.1 ‘Intellectual Property Rights’ (‘IPR’) means any confidential information, patents, registered and unregistered trademarks, registered designs and unregistered design rights, copyright, know-how, trade secrets and all other creative content in the world. For the avoidance of doubt, data shall fall outside this category and shall be handled as set out in the data protection clause.
‘Background IPR’ shall mean IPR owned by You or a third party not created under this Agreement but needed for the performance of the Agreement or for use and exploitation of Foreground IPR.
‘Foreground IPR’ means IPR created by You or a sub-contractor for the Project.
3.2 Any advertising, presentation or media coverage by You and any training materials, activity or products connected to the Project shall acknowledge CITB’s funding.
3.3 Unless expressly set out in this Agreement, You are not authorised to use any of CITB’s logo and/or trademarks without CITB's prior written approval.
3.4 Nothing in this Agreement entitles You to state, either expressly or impliedly, that You are endorsed by, approved by, affiliated with or have any corporate association with CITB.
3.5 We may publicise funding the Project and We may use Your logo/trademark to do so.
3.6 Nothing in this Agreement shall affect Your ownership of the Background IPR. The Foreground IPR shall belong to CITB.
3.7 You grant Us (and will get third parties to do the same) a perpetual, royalty-free, non-exclusive worldwide licence to use the Background IPR so We can use the Foreground IPR.
3.8 We grant You a perpetual, royalty-free, non-exclusive worldwide licence to use the Foreground IPR. You may not sub-license the Foreground IPR.
3.9 You will have agreements with third parties equivalent to these IPR provisions and will provide Us with copies upon request.
3.10 We own all the new creative content in the outputs/outcomes and may share this across the industry.
4. Payment
4.1 Where the Funds are £25,000 or less, the payment terms will be stipulated in the covering letter to this Agreement.
4.2 We may, at any time throughout the duration of the Project, request documentation showing how the Funds have been utilised by the submission of evidence aligned to the approved application content or by completing such other documents as We may require. Such documentation must be returned to Us within 10 working days of any such request.
or
4.3 Throughout the duration of the Project and subject to providing You with reasonable notice, We reserve the right to carry out Project visits and telephone interviews in order for Us to review and measure the progress of the Project.
4.4 Failure to comply with any request in clauses 4.2 and 4.3 may affect future eligibility for funding.
5. Withholding, Suspending and Repayment of Funding
5.1 You shall use the Funds for this Project and no other purpose.
5.2 CITB’s intention is that the Funds will be paid to You in full. However, without prejudice to CITB’s other rights and remedies, We may at our discretion withhold or suspend payment of the Funds and/or require repayment of all or part of the Funds for one the following reasons:
a) The Funds have not been used for the purpose of the Project or for which they were awarded;
b) You failed to notify Us of any changes to the Project which We deem substantial;
c) The future of the Project is in jeopardy;
d) Your bid contained, or You provided inaccurate, false or misleading information or acted dishonestly or disreputably;
e) Progress towards completion of the Project is unsatisfactory;
f) You are, in the reasonable opinion of CITB, delivering the Project in a negligent manner;
g) There is a serious delay or failure in delivery in some other way;
h) We discover that the Project has been funded or part funded by another third party;
i) We terminate this Agreement in accordance with clause 16.1 below; or
j) You have failed to deliver all the stipulated Project activities.
5.3 If CITB makes an overpayment, You will repay that to CITB on demand.
6. Indemnity
6.1 You shall indemnify, save and hold harmless CITB from and against any and all third party actions, claims, losses, damages, costs and expenses (including reasonable legal fees) incurred by CITB arising directly as a result of the Project, a breach of the terms of this Agreement or any third party IPR infringement arising.
7. Insurance
7.1 You will effect and maintain adequate insurance, as detailed in the Application Declaration Form and, if requested, You shall supply Us with the relevant insurance documentation and evidence that the relevant premiums have been paid.
8. Discrimination
8.1 You shall not unlawfully discriminate within the meaning and scope of any law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise) against anyone.
8.2 You shall take reasonable steps to secure observance of this clause by all servants, employees or agents engaged by You and all supplier and sub-contractors engaged on the Project.
9. Safeguarding
9.1 If the Project involves work with children, young people or vulnerable adults (‘vulnerable people’), You will take all reasonable steps to ensure their safety.
9.2 You will obtain written agreement from the legal carer or guardian before any direct contact with vulnerable people and have policies and procedures to safeguard them, obtaining appropriate disclosure checks for anyone in contact with them.
10. Data Protection
10.1 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including, but not limited to, the UK General Data Protection Regulation (UKGDPR), the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any other United Kingdom or European Union legislation relating to personal data and all other guidance and codes of practice issued by the relevant data protection supervisory authority as amended from time to time.
10.2 You shall:
a) Follow our instructions only in relation to data including personal data as defined by the Data Protection Legislation;
b) Use sufficient, appropriate technical/organisational measures to stop unauthorised or unlawful processing, accidental loss, destruction or damage;
c) Comply with the obligations imposed on You under the Data Protection Legislation; and
d) Provide Us with details of the measures You take to comply with this clause.
10.2 We shall process any data You provide only for lawful and fair purposes including sharing for evidence and monitoring.
11. Freedom of Information
11.1 You acknowledge that CITB is subject to the requirements of the Freedom of Information Act 2001 (FOIA).
11.2 You undertake to:
(a) provide all necessary assistance and cooperation as reasonably requested by CITB and enable CITB to comply with its obligations under FOIA;
(b) transfer to CITB all requests for information relating to this Agreement that You receive as soon as practicable and in any event within two (2) working days of receipt of such request;
(c) provide CITB with a copy of all information belonging to CITB requested in the request for information which is in Your possession or control in the form that CITB requires within five (5) working days (or such other period as CITB may reasonably specify) of CITB’s request for such information; and
(d) not respond directly to a request for information unless authorised in writing to do so by CITB.
11.3 You acknowledge that CITB may be required under the FOIA to disclose information without consulting or obtaining consent from You. CITB shall take reasonable steps to notify You of a request for information to the extent that is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) CITB shall be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the FOIA.
12. Accounts and records
12.1 The Funds must be shown in Your accounts as restricted funds and must not be included under general funds.
12.2 You must keep separate, accurate and up to date accounts and records of the receipt and expenditure of the Funds, which We may review upon request.
12.3 You shall observe all statutory accounting requirements.
12.4 You shall comply and facilitate CITB’s compliance with all applicable statutory requirements relating to the Project including, but not limited to, related evidence, accounts, audit or examination of accounts, annual reports and annual returns.
13. Limitation of Liability
13.1 CITB accepts no liability for any consequences, whether direct or indirect, that may come about from You running the Project, the use of the Funds or from withdrawal of the Funds.
13.2 You shall indemnify and hold harmless CITB, its employees, agents, officers or sub-contractors against all claims, demands, actions, costs, expenses, losses, damages and all other liabilities arising from or incurred by reason of Your actions and/or omissions in relation to the Project, Your non-fulfilment of obligations under this Agreement or Your obligations to third parties.
13.3 Subject to clause 13.1, CITB’s liability under this Agreement is limited to the payment of the Funds.
14. Warranties
14.1 You warrant, undertake and agree that:
(a) following receipt of the Funds, You have all necessary resources and expertise to deliver the Project;
(b) You shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify CITB immediately of any significant departure from such legislation, codes or recommendations;
(c) You shall comply with the requirements of Health and Safety at Work etc. Act 1974 and any other acts, order, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Project;
(d) You have and shall keep in place adequate procedures for dealing with any conflicts of interest;
(e) You have and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction;
(f) all financial and other information concerning You which has been disclosed to CITB is to the best of Your knowledge and belief true and accurate;
(g) You are not aware of anything in Your own affairs, which has not been disclosed to CITB, which might reasonably have influenced the decision of CITB to grant the Funds on the terms contained in this Agreement; and
(h) since the date of Your last accounts there has been no material change in Your financial position or prospects and, for the avoidance or doubt, CITB retains the right to carry out a credit check during the term of this Agreement.
15. Assignment/sub-contracting
15.1 You must not assign or sub-contract the Project or Funds without CITB’s prior written approval.
15.2 Any assignment or sub-contract shall be on terms no worse than these and shall (a) require payment by You to the sub-contractor by no later than 30 days from receipt of a valid invoice and; (b) Your prompt approval of each sub-contractor invoice. A sub-contractor must include in a subcontract equivalent term.
15.3 No assignment or sub-contract removes an obligation or liability. You are liable for acts and omissions of assignees or sub-contractors and their employees as if they were Your own.
16. Termination
16.1 CITB may, in writing, terminate this Agreement immediately without compensation:
a) If You, being an individual, or where a firm, any partner in that firm shall become bankrupt or equivalent;
b) If You, being a company, pass a winding up resolution, or equivalent;
c) If You, being a charity/public body has an analogous event to those in (a) or (b)
d) If You materially breach this Agreement and do not remedy the breach or, following a notice, do not within thirty (30) calendar days remedy the breach to CITB’s satisfaction; or
e) If Your acts or omissions bring CITB into disrepute or attract adverse publicity.
16. 2 CITB may terminate this Agreement, without reason, by giving You thirty (30) calendar days’ written notice.
17. Dispute resolution
17.1 In the event of any complaint or dispute (which does not relate to CITB’s right to withhold funds or terminate) arising between the parties to this Agreement in relation to this Agreement, the parties shall meet promptly to resolve matters.
17.2 If We cannot resolve the dispute within ten (10) working days of a meeting, the parties may, by mutual consent, refer the matter to the Centre for Effective Dispute Resolution to nominate a mediator.
18. Notices
18.1 All notices and other communications in relation to this Agreement shall be in writing and shall be delivered by hand or pre-paid first-class post or next working day delivery service to the registered address of the relevant party.
18.2 Any notice shall be deemed to have been received:
a) if delivered by hand, on signature of delivery receipt or at the time the notice is left at the relevant party’s address; or
b) if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second working day after posting or at the time recorded by the delivery service.
18.3 This clause does not apply to the service of any proceedings to other documents in any legal action where the applicable service method will apply.
19. Third party rights
19.1 The parties do not intend the Agreement to be enforceable, under the Contracts (Rights of Third Parties) Act 1999, by any person not a party to it.
20. Joint and Several Liability
20.1 Where You are not a company or incorporated entity with a distinct legal personality, the individuals who enter into and sign this Agreement shall be jointly and severally liable to CITB for Your obligations and liabilities arising under this Agreement.
21. Set off
21.1 Without prejudice to our rights or remedies, We may set off any amount owing at any time from You to Us against any amount payable by Us to You under this Agreement.
22. Entire Agreement
22.1 Neither party is induced into this Agreement by a statement or promise, unless fraudulent.
23. No partnership or joint venture
23.1 Nothing in this Agreement shall create a partnership or joint venture between You or Us, nor any relationship or principal and agent, nor authorize any party to make or enter into any commitments for or on behalf of the other party.
24. Variation
24.1 The terms of this Agreement may only be varied in writing and by agreement between both parties.
25. Contracts (Rights of Third Parties) Act 1999
25.1 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.
26. Law and jurisdiction
26.1 The law of England and Wales and the exclusive jurisdiction of the English and Welsh Courts shall apply.