Contribution Agreement – General Terms and Conditions
- Notices and Communications
- Communication with Canadian Embassies and High Commissions
- Publication of information
- Confidential Information - Non-Disclosure
- Business Conduct
- Contractual Commitments with Third Parties
- Subcontracts and Sub-Agreements
- Disposal of Assets
- Monitoring and Evaluation
- Accounts and Financial Records
- DFATD's Right to Audit
- Auditor General's Right to Audit
- Status of the Organization
- Termination or Suspension for Convenience
- Default and Remedies
- Dispute Resolution
- Health Protection for Canadians Assigned Abroad
- Briefings and Language Training
- Training for Foreign Professionals, Students and Trainees
- Conflict of Interest
- Intellectual Property
- Repayment and Recovery of the Contribution
- Right of Set-Off
- Flow-Through Funds
- Capacity Building of the Beneficiary of the Project on Financial Management
Unless otherwise specified in the Agreement, the expressions listed below shall have the following meanings:
"Advance Payment" (Paiement anticipé) - means a payment made, under the terms of the Agreement, before the performance of that part of the Agreement for which the payment is being made.
"Applicable National Law" (Loi nationale applicable) - Notwithstanding the law applicable to this Agreement, the law applicable to the Work for which is done, in that country, any act reserved to the owner by this law, such as, in Canada, the Copyright Act.
"Arms Length Relationship" (Relation sans lien de dépendance) - means a relationship whereby in the implementation of the Project, the Organization has entered into a contract or agreement with a Subcontractor and where the Organization and the Subcontractor are independent of each other and are not controlled by the same person or group of persons.
"Beneficiary of the Project" (Bénéficiaire du Projet) - Population(s) and organization(s) in the Recipient Country (ies) which are within the immediate or indirect reach of the Project.
"Canadian Personnel" (Personnel canadien) - means all individuals involved in the Project either as Employees of the Organization or Subcontractors that are Canadian citizens, landed immigrants or permanent residents of Canada.
"Canadian Volunteers" (Volontaires canadiens) - means a Canadian citizen, a landed immigrant or a permanent resident of Canada who meets the eligibility criteria for volunteers established in Appendix II of the Overhead Compensation Policy for CIDA's Contribution Agreements with Canadian Organizations.
"Contribution" (Contribution) - means the funding provided by DFATD under this Agreement.
"Eligible Costs" (Coûts admissibles) - means those costs reasonably and properly incurred and paid by the Organization, the Ultimate Recipients and the Local Partners which are cash disbursements or in-kind contributions made with respect to the activities set out in Appendix A, as itemized in the Project Budget - Appendix B, and in accordance with the principles of Part 1 of Appendix C.
"Employees" (Employés) - means individuals who perform services or works for an employer in return for wages or salary under an employer/employee relationship.
"Flow-Through Funds" (Fonds de transfert) - means funds included in the Agreement exclusively for providing an administrative mechanism to transfer funds to an Ultimate Recipient for the delivery of a Sub- Project, and for which the Organization has administrative and financial management responsibility, but is not responsible for the ultimate results/outcomes of the Sub- Project.
"In-Kind Contribution" (Contribution en nature) - means a contribution of materials, goods, services or time to which a dollar value can be attributed, that would otherwise be purchased and paid for by the Organization to achieve the Project results. Those costs must be eligible under the Agreement and must be recorded at a fair value as agreed to by DFATD.
"Intellectual Property Rights" (Droit de propriété intellectuelle) – means any intellectual property right recognized by the law, inter alia any intellectual property right protected by the Applicable national law (such as copyright, patents, industrial designs, etc.) or arising from the protection of information as a trade secret or as confidential information.
"Interest Earned on Advances" (Intérêts accumulés sur les avances) - means the interest earned or calculated by the Organization on the Advance Payments made by DFATD.
"Interest Rate" (Taux d’intérêt) - means the Bank of Canada Rate, as defined in the Treasury Board's Interest And Administrative Charges Regulations, in effect on the due date.The Interest Rate for a given month can be found at Public Works and Government Services Canada Web site.
"Local Employees" (Employés locaux) - means all individuals (professional and non-professional) that are hired in the Recipient Country by the Organization or through Local Partners, are citizens or permanent residents of the Recipient Country, or any individual of another country having a work permit for employment in the Recipient Country, and are subject to all applicable local laws and policies.
"Local Partner" (Partenaire local) - means an organization established in a Recipient Country participating in the implementation of the Project pursuant to a Sub-Agreement.
"Monthly Payment" (Paiement mensuel) - means a payment made on a monthly basis by DFATD under the terms of the Agreement, for Eligible Costs incurred during the preceding month.
"Payment Request" (Demande de paiement) - means a form prescribed by DFATD that is to be completed by the Organization to request an Advance Payment, a Progress Payment or Monthly Payment of funds from DFATD under the terms of the Agreement.
"Personnel" (Personnel) - means all individuals involved in the Project including, but not limited to Employees and Subcontractors.
"Progress Payment" (Paiement progressif) - means a payment made, under the terms of the Agreement, after the performance of that part of the Project for which the payment is being made but before completion of the entire Project.
"Project" (Projet) - means the project, the program or the set of activities including Sub- Projects, as fully described in Appendix A.
"Recipient Country" (Pays bénéficiaire) - means the country or countries in which the Project is being implemented.
"Recipient Country Government Employees" (Employés du gouvernement du Pays bénéficiaire) - Government employees of the Recipient Country identified to work with the Organization or Personnel in the implementation of the Project.
"Subcontractor" (Sous-traitant) - means an individual (other than an Employee), a firm, a for-profit or not-for-profit organization or institution, acting alone or in a consortium, a joint venture, a partnership (limited or otherwise), having entered into a contract or agreement with the Organization to provide goods or services in relation to the implementation of the Project. The term Subcontractor includes Canadian and local consultants.
"Sub-Agreement" (Sous-Accord) - means the agreement signed between the Organization and an Ultimate Recipient or a Local Partner.
"Subcontract" (Sous-Contrat) - means the agreement signed between the Organization and a Subcontractor.
"Sub- Project" (Sous-Projet) - means the activities that will be carried out by an Ultimate Recipient.
"Supporting Documentation" (Documents à l’appui) - means but is not limited to: original vouchers, invoices, statements of account, receipts, contracts, lease agreements, and timesheets or other data supporting the Organization's actual costs incurred. The term also includes cancelled cheques, bank drafts and other forms of data supporting disbursements.
"Ultimate Recipient" (Bénéficiaire ultime) - means the individual or organization that has entered into a Sub-agreement with the Organization and will receive payments distributed by the Organization from the Contribution to carry out a Sub-Project under the Agreement.
"Work" (Oeuvre) - means the original expression of any literary, artistic, or scientific production, or the original expression of any literary, artistic, dramatic or musical production, but not the idea itself expressed by the Work, the original expression resulting from the selection or arrangement of works or of parts thereof, or of data, in the case of a compilation, the original expression produced by the collaboration of two or more creators whose respective contributions cannot be distinguished in the case of a Work of joint authorship, or the original expression written in distinct parts by different authors, or which incorporates works or parts thereof by different authors, in the case of a collective Work, whether or not protected under an Applicable national law. This definition includes software and any documentation related to the software.
Unless otherwise specified in the Agreement, words importing the singular include the plural and vice-versa and words importing gender include all genders.
Unless otherwise stipulated in the Agreement, no amendment made to the Agreement is valid unless it is incorporated into the Agreement in writing and the amendment is signed by DFATD and the Organization.
The Organization shall not assign the Agreement, in whole or in part, without the prior written consent of DFATD. Any assignment carried out without such consent is null and void.
5. Notices and Communications
5.1 Any notice given pursuant to the Agreement shall be in writing and delivered in person, sent by registered mail or by facsimile addressed to the party for whom it is intended at the address mentioned in Article 9 of the Agreement.
5.2 Any communication under the Agreement, other than a notice covered by sub-Article 5.1 above, shall be in writing and delivered in person, sent by registered mail, by facsimile or by e-mail addressed to the party for whom it is intended at the address mentioned in Article 9 of the Agreement.
5.3 Any notice or communication is deemed to have been received:
- On the day of delivery, if hand-delivered;
- When the other party acknowledges receipt, if sent by registered mail;
- One work day following transmission, as the case may be, if sent by facsimile or e-mail.
The change of address of either party shall be made by a notice sent in accordance with sub-Article 5.1 above.
6. Communication with Canadian Embassies and High Commissions
Canadian Personnel working on the Project in a Recipient Country will register with the Canadian Embassy or High Commission of this country. The Organization will keep the respective Canadian Embassy or High Commission informed regarding the Project, including the participation of Local Partners. If assistance is needed, the Organization will advise the Canadian Embassy or High Commission in advance of planned stays in the Recipient Country with regard to the Project.
7. Publication of information
All information provided by the Organization will be treated in accordance with the Access to information Act and the Privacy Act. DFATD may compile and publish statistics based on information contained in the documents comprising the Agreement and arising from its performance. DFATD may publish the Organization's name and address, the amount of the Contribution, the type of activities funded, the title of the Project and the name of the Recipient Country.
8. Confidential Information - Non-Disclosure
8.1 The Organization shall not disclose any confidential information or document, nor make use of any intellectual property rights subject-matter that it becomes aware of or takes possession of during the implementation of the Project, without having obtained written approval from the appropriate authority that can release it from the obligation to confidentiality. Upon DFATD's request, the Organization shall provide DFATD with a copy of the approval obtained.
8.2 The Organization shall ensure that the Personnel and the Ultimate Recipients are obliged to comply with sub-Article 8.1 by including or attaching these General Terms and Conditions, and any part of the Agreement relating to these General Terms and Conditions to the contracts or agreements with them. The Organization shall further ensure that the Personnel and the Ultimate Recipients do likewise in any Sub-Agreements they sign in the implementation of the Project and so on.
9. Business Conduct
The Organization shall refrain from practices or activities which might be prejudicial to the relations between Canada and the Recipient Country, and shall require that all the Personnel, Local Partners and Ultimate Recipients act accordingly.
10. Contractual Commitments with Third Parties
DFATD shall not be held liable for any loans, leases, capital leases or any other contractual commitments entered into by the Organization with any third party for the implementation of the Project.
11. Subcontracts and Sub-Agreements
Agreements signed between the Organization and its Subcontractors or Ultimate Recipients shall be in written form and shall be consistent with the provisions of the Agreement. The Organization shall retain these agreements and supporting documents relating to their performance. These agreements are subject to audit by CIDA and its representatives as per Section 16 below.
12.1 The Organization shall be responsible and accountable for the procurement of goods, services or Assets related to the Project.
12.2 The Organization shall favour a competitive process for the procurement of goods, Assets and services for the Project that enhances access, transparency, competition and fairness and results in best value. The Organization agrees to ensure that a reasonable number of suppliers are given an opportunity to bid and should avoid situations where there may be a bias toward awarding a contract for goods, services or Assets for the Project to a specific person or entity.
12.3 The Organization shall maintain procurement files containing all relevant procurement documentation including, without being limited to, purchase requisitions, tender documents or records of telephone bids, tender evaluations, contracts or purchase orders, invoices, and shipping and receiving documentation. Any procurement deviating from the provisions stipulated in sub-Article 12.2 above shall be fully justified and documented in the Organization's procurement file(s).
12.4 For the purposes of Article 12, “best value” means the optimal combination of quality, service, time and cost considerations, over the useful life of the good, service or Asset acquired for the purposes of the Project.
12.5 The Organization shall maintain an active inventory of all Project Assets.
13. Disposal of Assets
13.1 As per Article 3.13 of Appendix D of the Agreement, the Organization shall dispose of all Intellectual property rights in accordance with Article 28 of the General Terms and Conditions, and of all assets acquired for the purpose of the Project, which have an estimated lifespan greater than one year at the time of acquisition or disposal. at the end of the Agreement at the latest, in one of the following methods of disposal:
- Transfer of Intellectual property rights and ownership of assets to the beneficiaries designated in the inventory list mentioned below;
- Transfer of Intellectual property rights and assets to another DFATD Project;
- Sale through public tender or auction (or other agreed method); or
- If warranted, an alternate disposition as approved by DFATD.
13.2 Where the Intellectual property rights and assets identified above are to be transferred, the following procedures shall be followed:
- An inventory list shall be prepared by the Organization, of all Intellectual property rights and assets, listing the individual items (make and model number, if applicable and the quantity) being transferred as well as the designated beneficiaries;
- A covering letter shall be prepared with the inventory list attached, in which the Organization confirms the transfer of assets and Intellectual property rights to the designated beneficiary;
- Both the Organization and the designated beneficiary shall sign the covering letter as well as any other legal document acknowledging the transfer of Intellectual property rights and ownership of the assets;
- A copy of the executed covering letter, the inventory list and any other legal document acknowledging the transfer of Intellectual property rights and ownership of the assets shall be sent to DFATD.
14. Monitoring and Evaluation
The Organization shall permit, or cause to be permitted, reasonable access to any authorized DFATD representative to the Organization's premises, including third parties under contract with the Organization for the implementation of this Project, and any premises where the Project takes place to review and assess the progress of the Project or any element thereof and supply promptly upon request such data as DFATD may reasonably require for statistical or Project evaluation purposes. DFATD reserves the right to proceed with an evaluation, whenever it deems it necessary, during the implementation of the Project and for three (3) years following the termination of the Agreement. DFATD will inform the Organization of the results of such evaluations.
15. Accounts and Financial Records
The Organization must maintain separate accounting and financial records for the purpose of producing financial reports required by DFATD pursuant to the Agreement. These shall be established to account for the total funds budgeted for the implementation of the Project, regardless of the source of funding, and for the expenses related to the implementation. The Organization must retain the original supporting documentation for each expense for three (3) years following the termination of the Agreement.
16. DFATD's Right to Audit
16.1 During the implementation of the Project and for a period of three (3) years following the termination of the Agreement, the Organization shall, at its own expense, preserve and make available for audit and examination by DFATD or DFATD's representatives the books, accounts and financial records of the Project and of the information necessary to ensure compliance with the General Terms and Conditions of this Agreement and all supporting documentation relating to expenses incurred to implement the Project, including those of its Subcontractors, Ultimate Recipients or Local Partners. DFATD shall have the right to conduct such additional audits at DFATD's expense as may be considered necessary using audit staff selected by DFATD. For this purpose, the Organization must afford DFATD or its authorized representatives proper facilities for the duration of the audit. The Organization shall insert similar provisions in its Subcontracts and Sub-Agreements, providing DFATD and its authorized representatives access to third parties’ books, accounts and financial records, in order to allow DFATD to exercise its audit rights.
16.2 The Organization's expenses associated with an audit conducted pursuant to sub-Article 16.1 above shall not be recoverable from DFATD.
17. Auditor General's Right to Audit
17.1 The Organization acknowledges that the Auditor General of Canada may, at the Auditor General's cost, after consultation with the Organization, conduct an inquiry under the authority of sub-Article 7.1 (1) of the Auditor General Act with respect to the use of funds received for the purposes of this Agreement.
17.2 For the purposes of any such inquiry undertaken by the Auditor General, the Organization shall provide, upon request and in a timely manner, to the Auditor General or anyone acting on behalf of the Auditor General:
- All books, accounts and financial records held by the Organization, or by third parties under a Subcontract or Sub-Agreement with the Organization, relating to this Agreement and the use of the funds provided under this Agreement; and
- Such further information and explanations as the Auditor General, or anyone acting on behalf of the Auditor General, may request relating to this Agreement or the use of the funds provided under this Agreement.
17.3 The Organization shall, at all times, ensure that third parties are obligated to provide to the Auditor General or his or her authorized representative the books, accounts, records and other information that are in those third parties’ possession and that relate to this Agreement or to the use of the funds.
18. Status of the Organization
18.1 This Agreement is neither a contract for services nor a contract of service or employment. No provision in the Agreement creates or may create a joint venture, an association, or a partnership, employment or agency relationship, mandate, representation or delegation between DFATD and the Organization.
18.2 The Organization shall not represent itself to third parties as the joint venturer, associate, partner, agent, representative or delegate of DFATD or the Government of Canada, and shall require that the Personnel, the Ultimate Recipients, or the Local Partners act accordingly.
Any payment to be made to the Organization is subject to there being an appropriation by the Parliament of Canada for the fiscal year in which the payment is to be made. If DFATD's appropriation is changed by Parliament or if funds are not available for any other reason, this Contribution may be reduced or this Agreement terminated, by notice sent to the Organization.
20. Termination or Suspension for Convenience
20.1 DFATD may, by written notice, terminate for convenience all or part of the Agreement or suspend its performance, in whole or in part. The termination or suspension for convenience takes effect on the date stipulated in the notice.
20.2 As a result of the termination or suspension for convenience, the Organization shall have no claim against DFATD other than the reimbursement of reasonable and proper Eligible Costs, as defined in Appendix C - Financial Terms, actually incurred by the Organization up to the termination or suspension, less the sums already paid in this regard.
20.3 In cases where DFATD terminates this Contribution Agreement for convenience, DFATD may reimburse proper and reasonable relocation costs as provided under this Agreement.
21. Default and Remedies
21.1 DFATD may declare the following situations to be defaults under this Agreement:
- The Organization becomes bankrupt or insolvent or is placed in receivership or takes the benefit of any stature relating to bankrupt and insolvent debtors;
- An order is made or a resolution is passed for the winding-up of the Organization or the Organization is dissolved;
- There is a change in risk that would jeopardize the success of the Project or the programming;
- The Organization, either directly or through its representatives, makes or has made a false or misleading statement or representation to DFATD in respect of any matter related to this Agreement other than in good faith;
- In DFATD’s opinion, a term, condition, commitment or obligation provided for in the Agreement has not been respected or complied with; and
- The Organization is no longer eligible under the program’s eligibility criteria.
21.2 In the event of a default, DFATD reserves the right to:
- Reduce the contribution level, suspend any payments or make any alternate arrangements.
- Rescind the Agreement and immediately terminate any financial obligation arising out of it.
- Require the repayment of amounts already paid.
21.3 The fact that DFATD refrains from exercising a remedy or any right herein shall not be considered to be a waiver of such remedy or right and, furthermore, partial or limited exercise of a remedy or right shall not prevent DFATD in any way from later exercising any other remedy or right under this Agreement or other applicable law.
The Organization shall, both during and following the expiry or termination of the Agreement, save harmless and indemnify Her Majesty, her employees and her agents from and against all claims, losses, damages, costs and expenses or actions or other proceedings made against them in any manner, attributable to any injury, death, damage or loss of property arising or alleged to arise from the execution of the Project, except to the extent that the injury, death, damage or loss has been caused by the negligence of Her Majesty, her employees or agents.
23. Dispute Resolution
In the event that a dispute arises from or is related to the Agreement, the parties agree to attempt to resolve the dispute through negotiation or through another appropriate alternate dispute resolution process.
24. Health Protection for Canadians Assigned Abroad
24.1 The Organization shall ensure that, prior to their departure from Canada, Canadian Personnel assigned abroad for the purpose of the Agreement, as well as any accompanying dependants, are provided with full information on health maintenance in the Recipient Country and are physically capable of performing their assigned duties in that country.
24.2 The Organization shall ensure that Canadian Personnel assigned abroad for the purposes of the Agreement, as well as any accompanying dependants, have adequate health insurance coverage. All costs associated with the repatriation of Canadian Personnel as well as any accompanying dependants for medical reasons are to be assumed by the Organization.
25. Briefings and Language Training
In order to facilitate individual and family adjustment in the Recipient Country and to promote professional effectiveness, DFATD may require that Personnel assigned abroad for the purpose of the Agreement, as well as accompanying dependants, attend a pre-departure program provided by the Centre for Intercultural Learning. In such a case, the Organization shall ensure that these individuals attend such program.
25.2 Language Training
If, in DFATD's opinion, knowledge of a language other than one of the two official languages of Canada is essential to the proper performance of the Agreement, DFATD may require that Personnel assigned abroad for the purpose of the Agreement take language-training classes. Should such knowledge be required by DFATD, the Organization shall ensure that these individuals attend such training.
In order to obtain a better understanding of the lessons learned during the assignment, to draw conclusions on the experience abroad and to provide the Organization with valuable feedback that will enable it to improve its methods, DFATD may organize a debriefing session at the Centre for Intercultural Learning at the end of the assignment. In such a case, the Organization shall ensure that Personnel assigned abroad for the purposes of the Agreement attend such a debriefing session.
25.4 Payment of Training Costs
If such costs are not already assumed by the Centre for Intercultural Learning as part of its overall agreement with DFATD, DFATD may reimburse the following training costs associated with the sessions mentioned in sub-Articles 25.1 to 25.3:
- The actual cost of the training;
- The cost of travel (except international travel), accommodation and meal expenses in accordance with the Treasury Board Travel Directive.
26. Training for Foreign Professionals, Students and Trainees
26.1 On-arrival Orientation
In order to facilitate their initial contact with Canada as well as their integration into Canadian culture, DFATD may require that, upon their arrival in Canada, foreign professionals, students and trainees attend an orientation course provided by the Centre for Intercultural Learning. In such a case, the Organization shall ensure that those foreign professionals, students and trainees attend such a course.
26.2 Mid-term Review
DFATD may invite foreign professionals, students and trainees to attend a mid-term review offered by the Centre for Intercultural Learning once a third or one half of their stay in Canada has elapsed in order to assist them and their Canadian counterparts to review all aspects of their shared experience and to take steps toward making their interactions more satisfactory and effective and optimize their learning for the remainder of their stay in Canada. If such an invitation is made by DFATD, the Organization shall ensure that these individuals attend.
DFATD may, upon completion of their training or work, invite foreign professionals, students and trainees to attend a pre-return session provided by the Centre for Intercultural Learning. If such an invitation is made by DFATD, the Organization shall ensure that these individuals attend.
26.4 Payment of training costs
If such costs are not already assumed by the Centre for Intercultural Learning as part of its overall agreement with DFATD, DFATD may reimburse the following costs associated with the sessions mentioned in sub-Articles 26.1 to 26.3:
- The actual cost of the sessions;
- The cost of travel (except international travel), accommodation and meal expenses in accordance with the Treasury Board Travel Directive.
26.5 Health Care
The Organization shall ensure that health care coverage for foreign professionals, students and trainees is in accordance with the Management of Students and Trainees in Canada - Manual for Executing Agencies.
27. Conflict of Interest
It is a term of this Agreement that no current or former public office holder, member of the House of Commons, member of the Senate or public servant of the Government of Canada who is not in compliance with the Canadian Conflict of Interest Act, 2006, c. 9, s. 2, the Conflict of Interest Code for Members of the House of Commons, the Ethics and Conflict of Interest Code for Senators, the Values and Ethics Code for the Public Service and the Values and Ethics Code for the Public Sector will derive a direct benefit from the Agreement that is not otherwise available to the general public.
28. Intellectual Property
28.1 All Intellectual property rights are vested to the Organization.
28.2 The Organization hereby grants Canada a worldwide, perpetual, irrevocable, non-exclusive, non-commercial, free of charge and royalty-free license authorizing to reproduce, disseminate and translate said Work to achieve the objectives of the programs targeted by DFATD.
28.3 The Organization shall forward at its expense a worldwide, perpetual, irrevocable, non-exclusive, non-commercial, free of charge and royalty-free license to the persons designated in the inventory list referred to in Article 13 of the General Terms and Conditions, allowing them to exercise all of the Intellectual property rights in the Work and inter alia, but without limiting the generality of the above, authorizing them to:
- do the acts reserved to the owner by the Applicable national law or, if there is no law in a country where the license is exploited, the acts reserved to the owner in the applicable law in Canada;
- grant a free of charge and royalty-free sublicense to any person, authorizing the sub-licensee to do any or all of the acts mentioned in paragraph (a).
28.4 Moreover, in terms of any Work licensed under this Article, the Organization:
- represents and warrants that the Work, and the exercise of the Intellectual property rights granted under this Agreement, in no way infringe upon the Intellectual property rights of others or upon the legislation in force;
- indemnifies DFATD from all costs, expenses and damages arising from any breach of all warranties given under this Agreement;
- will incorporate, in all Works created using the Contribution provided by DFATD, under this Agreement, in a format deemed acceptable by DFATD, a statement recognizing that the Work was produced using the Contribution provided by DFATD and specifying that the Organization is solely responsible for the content of this Work.
28.5 If the Organization is involved in a claim, either in or out of court, brought by a third party relating to the infringement of its Intellectual property rights, the Organization must immediately notify DFATD in writing.
28.6 The obligations contained in this Agreement must be reproduced in all Sub-Agreements and Subcontracts.
28.7 Unless otherwise specified in the Agreement, the Organization shall deliver to DFATD, prior to the final or last payment of the Contribution to the Organization, an inventory and one (1) electronic and two (2) hard copies of any Work referred to in paragraph 28.3 of this Article.
28.8 Article 28 shall remain in force after the expiration of this Agreement.
The Organization shall plan and implement the Project in a manner that promotes sustainable development and ensures the protection of the environment to the greatest extent possible.
Where for any reason DFATD determines that the amount of the Contribution disbursed exceeds the amount to which the Organization is entitled or that the Organization is not entitled to the Contribution, the Organization shall repay DFATD in accordance with Articles 31 and 32 below.
31. Repayment and Recovery of the Contribution
The Organization shall repay DFATD, within the time specified in the notice requesting such repayments, the amount of the Contribution disbursed or the amount of the overpayment, as the case may be, together with interest at the Interest Rate, from the date of the notice to the day of the payment to DFATD in full. Any such amount is a debt due to Her Majesty and is recoverable as such.
32. Right of Set-Off
DFATD reserves the right to set off against any amount payable to the Organization and any amount which the Organization owes to Her Majesty. This Article does not restrict any right of set-off given by law or by any provision of the Agreement or of any other agreements between Her Majesty and the Organization.
This Agreement is binding on the Parties and their successors and permitted assigns.
Any provision of this Agreement prohibited by law or otherwise ineffective will be ineffective only to the extent of such prohibition or ineffectiveness and will be severable without invalidating or otherwise affecting the remaining provisions of the Agreement.
35. Flow-Through Funds
For payment of Flow-Through Funds, the Organization shall enter into Sub-Agreements with Ultimate Recipients whose proposals have been approved for funding by the Organization.
The Sub-Agreement shall, at a minimum, contain the following provisions:
- A description of the Sub- Project, including activities, goal and purpose, expected impacts, outcomes and outputs, and if applicable, Environmental Analysis and Gender Equality;
- A clear description of roles and responsibilities, including financial roles and responsibilities;
- Monitoring and reporting provisions ensuring the fulfilment of the Organization’s monitoring and reporting obligations under this Agreement;
- Requirement that the Ultimate Recipient retain books, records, and any supporting documents relating to the Sub- Project, including Eligible Costs, for the duration of the term of the Sub- Project and for three (3) years following the termination of the Agreement, and for the Organization and DFATD to have access to such documentation for Sub- Project monitoring, auditing and evaluation purposes;
- Authorization for the Organization to provide DFATD with copies of any such reviews, evaluations or audit reports;
- DFATD’s right to access the Ultimate Recipient’s premises and any premises where the Project takes place, for monitoring and audit purposes;
- Detailed terms and conditions addressing the respective liabilities of the parties;
- Description of the Eligible Costs consistent with Article 1 – Eligible Costs Elements of Appendix C - Financial Terms;
- Publicity and public acknowledgment of the funding by DFATD, in accordance with this Agreement;
- A requirement for the Ultimate Recipient to report to the Organization immediately any government assistance to be received for the Sub- Project;
- Default and remedies, including automatic termination in the event that this Agreement is terminated;
- Insertion of a Sub- Project completion date consistent with the terms of the Agreement.
- A clause relating to the interdiction to fund terrorist activities and/or terrorist groups in accordance with sub-Article 10.6 of the Articles of Agreement.
36. Capacity Building of the Beneficiary of the Project on Financial Management
To improve Project implementation, DFATD may conduct capacity building on financial management activities for the Beneficiary of the Project after the signature of the Agreement. The objective of the activities is to review the terms and conditions of the Agreement with the Organization, and to ensure that the Organization's financial management of the Project can be done efficiently and in accordance with the requirements of the Agreement. The Organization agrees to allow for the activities and to provide DFATD’s authorized representatives with the facilities, personnel, and any information required for the purposes of the activities, at no costs.
- Date Modified: