Common use of Funding and Payment Clause in Contracts

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA. 13.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA it does so at its own risk. There is no obligation on the ESFA to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s Allocation may be varied by the ESFA in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 The ESFA restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will be without prejudice to any claims or rights, which the ESFA may have against the Contractor and will not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“"the Contractor’s 's Allocation”") and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA.Department.‌ 13.3 In the event that the Contractor exceeds its Contractor’s 's Allocation without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s 's Allocation unless this has been specifically authorised by the ESFA Department in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s 's Allocation may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s 's Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation.variation.‌ 13.5 Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s 's Allocation for that Learning Programme. 13.6 The ESFA Department restricts delivery of the Contract against the Contractor’s 's Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s 's Allocation as available between the following periods; periods:‌ 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date 31 March 2022; and 13.6.7 1 April 2022 and 31 March 2022 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly.2023; and 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will be without prejudice to any claims or rights, which the ESFA may have against the Contractor 13.6.8 1 April 2023 and will not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.31 March 2024; and

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“"the Contractor’s 's Allocation”") and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFADepartment. 13.3 In the event that the Contractor exceeds its Contractor’s 's Allocation without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s 's Allocation unless this has been specifically authorised by the ESFA Department in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s 's Allocation may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s 's Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s 's Allocation for that Learning Programme. 13.6 The ESFA Department restricts delivery of the Contract against the Contractor’s 's Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s 's Allocation as available between the following periods;: 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date 31 March 2022; and 13.6.7 1 April 2022 and 31 March 2022 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly.2023; and 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will be without prejudice to any claims or rights, which the ESFA may have against the Contractor 13.6.8 1 April 2023 and will not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.31 March 2024; and

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA. 13.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA it does so at its own risk. There is no obligation on the ESFA to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s Allocation may be varied by the ESFA in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 The ESFA restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 2021 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will shall be without prejudice to any claims or rights, which the ESFA may have against the Contractor and will shall not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contracthereunder. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment recover from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding finding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 Subject to Clause 13.2 and in 14.1 In consideration of the Contractor delivering Services to be provided by the Services in accordance with Clause 4 (Service Delivery)Contractor, the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s AllocationMaximum Contract Value”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the ContractContract and the Funding Rules. 13.2 14.2 Payment will not be made in accordance with Clause 4 (Service Delivery) 14.1 where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFADepartment. 13.3 14.3 In the event that the Contractor exceeds its Contractor’s Allocation Maximum Contract Value without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s Allocation Maximum Contract Value unless this has been specifically authorised by the ESFA Department in accordance with Clauses 13.414.4, 13.6 14.6 or otherwise. The 16-18 Non-Levy Apprenticeships funding and Adult Non-Levy Apprenticeships funding detailed in Appendix 1 must only be used to fund Apprenticeships and must not be used for new starts. 13.4 14.4 The Contractor’s Allocation Maximum Contract Value may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s AllocationMaximum Contract Value, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 14.5 Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, Contract it reserves the right in its absolute discretion to reduce the Contractor’s Allocation overall Maximum Contract Value for that Learning Apprenticeship Programme. 13.6 14.6 The ESFA restricts Department will restrict delivery of the this Contract against the Contractor’s Allocation Maximum Contract Value as detailed in Appendix 1 up to the Expiry Date as detailed in Appendix 1Date. Appendix 1 confirms the element Maximum Contract Value available up to 31 March 2025. Where the delivery of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 Services within this financial year fails to meet the minimum levels of performance over that period, period or results where the delivery in this period would result in the Contractor’s Allocation over that period overall Maximum Contract Value being exceeded then exceeded, the ESFA Department reserves the right, right at its absolute discretion, discretion to vary the Contractor’s Allocation Maximum Contract Value accordingly. 13.7 14.7 In accordance with the Technical Funding Guide, the Department will calculate on a monthly basis the payment of Funding due that month to the Contractor. 14.8 In delivering the Services to Apprentices starting onto an Apprenticeship at any time during this Contract on or after 1 May 2017 the ESFA Department reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding Funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA Department will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 14.9 The ESFA Department reserves the right to give three months’ notice to reduce the Contractor’s Allocation overall Maximum Contract Value for any Apprenticeship Programme without the need to give a reason. 13.9 14.10 Payment by the ESFA Department will be without prejudice to any claims or rights, which the ESFA Department may have against the Contractor and will not constitute any admission by the ESFA Department as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA Department shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract contract between the Contractor and the ESFADepartment. 13.10 14.11 Where the ESFA Department carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA Department and identifies errors in that evidence which it deems are material, The ESFA the Department reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out cost to procure an independent 100% audit of all or part of the Services by a deadline specified by the Department and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA Department reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) breach of the Contractcontract. The decision of the ESFA Department as to the amount of recovery under this clause is final. 13.11 14.12 Where the ESFADepartment, in accordance with Clause 13.1014.11, identifies errors it may at Its its discretion review the Contractor’s controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA Department will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breachbreach of contract. 13.12 14.13 The ESFA Department may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 40 (Entire Contract/Amendments). 13.13 14.14 All payments by the ESFA Department will be made via BACS. 13.14 14.15 The ESFA Department is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 14.16 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA Department and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 12.1 Subject to Clause 13.2 12.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery)4, the ESFA agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 12.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA. 13.3 12.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA it does so at its own risk. There is no obligation on the ESFA to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA in accordance with Clauses 13.4Clause 12.4, 13.6 12.6 or otherwise. 13.4 12.4 The Contractor’s Allocation may be varied by the ESFA in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 12.5 Where the ESFA identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 12.6 The ESFA restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 12.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 12.6.2 1 April 2018 and 31 July 2018; and 13.6.3 12.6.3 1 August 2018 and 31 March 2019; and 13.6.4 12.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 2020 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 12.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 12.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 12.9 Payment by the ESFA will shall be without prejudice to any claims or rights, which the ESFA may have against the Contractor and will shall not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contracthereunder. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 12.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, to carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment recover from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) 22 of the Contract. The decision of the ESFA as to the amount of recovery under this clause Clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 12.11 All payments by the ESFA will be made via BACS. 13.14 12.12 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 12.13 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFADepartment. 13.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA Department in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s Allocation may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 The ESFA Department restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and 31 March 2022; and 13.6.7 1 April 2022 and the Expiry Date Date. Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 2023 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA Department reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA Department reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA Department will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA Department reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA Department will be without prejudice to any claims or rights, which the ESFA Department may have against the Contractor and will not constitute any admission by the ESFA Department as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA Department shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFADepartment. 13.10 Where the ESFA Department carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA Department and identifies errors in that evidence which it deems are material, The ESFA Department reserves the right at its absolute discretion to require the Contractor to, or the ESFA Department may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA Department reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) breach of the Contractcontract. The decision of the ESFA Department as to the amount of recovery under this clause is final. 13.11 Where the ESFADepartment, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA Department will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breachbreach of contract. 13.12 The ESFA Department may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA Department will be made via BACS. 13.14 The ESFA Department is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA Department and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFADepartment. 13.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA Department in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s Allocation may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 The ESFA Department restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and 31 March 2022; and 13.6.7 1 April 2022 and 31 March 2023; and 13.6.8 1 April 2023 and the Expiry Date Date. Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 2024 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA Department reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA Department reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA Department will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA Department reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA Department will be without prejudice to any claims or rights, which the ESFA Department may have against the Contractor and will not constitute any admission by the ESFA Department as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA Department shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFADepartment. 13.10 Where the ESFA Department carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA Department and identifies errors in that evidence which it deems are material, The ESFA Department reserves the right at its absolute discretion to require the Contractor to, or the ESFA Department may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA Department reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) breach of the Contractcontract. The decision of the ESFA Department as to the amount of recovery under this clause is final. 13.11 Where the ESFADepartment, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA Department will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breachbreach of contract. 13.12 The ESFA Department may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA Department will be made via BACS. 13.14 The ESFA Department is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA Department and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA. 13.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA it does so at its own risk. There is no obligation on the ESFA to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s Allocation may be varied by the ESFA in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 The ESFA restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 2021 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will be without prejudice to any claims or rights, which the ESFA may have against the Contractor and will not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment recover from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 0 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 14.1. Subject to Clause 13.2 14.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s AllocationMaximum Contract Value”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract.. The Apprenticeships funding detailed in Appendix 1 must only be used to deliver apprenticeships and must not be used to fund new apprenticeship starts.‌ 13.2 14.2. Payment will not be made in accordance with Clause 4 (Service Delivery) 14.1 where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA.Department.‌ 13.3 14.3. In the event that the Contractor exceeds its Contractor’s Allocation Maximum Contract Value without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA in accordance with Clauses 13.4, 13.6 or otherwise.the 13.4 14.4. The Contractor’s Allocation Maximum Contract Value may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s AllocationMaximum Contract Value, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation.variation.‌ 13.5 14.5. Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, Contract it reserves the right in its absolute discretion to reduce the Contractor’s Allocation Maximum Contract Value for that Learning Programme. 13.6 14.6. The ESFA restricts Department will restrict delivery of the this Contract against the Contractor’s Allocation Maximum Contract Value as detailed in Appendix 1 up to the Expiry Date as detailed in Appendix 1Date. Appendix 1 confirms the element Maximum Contract Value available up to 31 March 2025. Where the delivery of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 Services within this financial year fails to meet the minimum levels of performance over that period, period or results where the delivery in this period would result in the Contractor’s Allocation over that period overall Maximum Contract Value being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will be without prejudice to any claims or rights, which the ESFA may have against the Contractor and will not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contract. Prior to any such paymentexceeded, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA Department reserves the right at its absolute discretion to require vary the Contractor toMaximum Contract Value accordingly.‌ 14.7. In accordance with the Technical Funding Guide, or the ESFA may (itself or via Department will calculate on a third party) at monthly basis the payment of Funding due that month to the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 Subject to Clause 13.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s Allocation”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. 13.2 Payment will not be made in accordance with Clause 4 (Service Delivery) where the ESFA has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFA. 13.3 In the event that the Contractor exceeds its Contractor’s Allocation without the prior express authorisation of the ESFA it does so at its own risk. There is no obligation on the ESFA to make any payment in excess of the Contractor’s Allocation unless this has been specifically authorised by the ESFA in accordance with Clauses 13.4, 13.6 or otherwise. 13.4 The Contractor’s Allocation may be varied by the ESFA in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s Allocation, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 Where the ESFA identifies that the Contractor is failing to deliver the value of learning of this Contract, it reserves the right in its absolute discretion to reduce the Contractor’s Allocation for that Learning Programme. 13.6 The ESFA restricts delivery of the Contract against the Contractor’s Allocation up to the Expiry Date as detailed in Appendix 1. Appendix 1 confirms the element of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 2021 fails to meet the minimum levels of performance over that period, or results in the Contractor’s Allocation over that period being exceeded then the ESFA reserves the right, at its absolute discretion, to vary the Contractor’s Allocation accordingly. 13.7 In delivering the Services to Apprentices starting an Apprenticeship at any time during this Contract the ESFA reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices recruited on an Apprenticeship from the date specified in the notice. The ESFA will not be liable to make payments in respect of any Apprentices recruited after the date specified in the notice. 13.8 The ESFA reserves the right to give three months’ notice to reduce the Contractor’s Allocation without the need to give a reason. 13.9 Payment by the ESFA will be without prejudice to any claims or rights, which the ESFA may have against the Contractor and will not constitute any admission by the ESFA as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFA. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment recover from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.

Funding and Payment. 13.1 14.1. Subject to Clause 13.2 14.2 and in consideration of the Contractor delivering the Services in accordance with Clause 4 (Service Delivery), the ESFA Department agrees to pay the Contractor the amounts set out in Appendix 1 (“the Contractor’s AllocationMaximum Contract Value”) and such payments are to be made in accordance with the Funding Rules, on condition that the Contractor delivers the Services in accordance with the terms and conditions of the Contract. The Apprenticeships funding detailed in Appendix 1 must only be used to deliver apprenticeships and must not be used to fund new apprenticeship starts. 13.2 14.2. Payment will not be made in accordance with Clause 4 (Service Delivery) 14.1 where the ESFA Department has reasonably concluded that the Contractor is at serious risk of failure to deliver the Services following a review of the quality of the Services by the ESFADepartment. 13.3 14.3. In the event that the Contractor exceeds its Contractor’s Allocation Maximum Contract Value without the prior express authorisation of the ESFA Department it does so at its own risk. There is no obligation on the ESFA Department to make any payment in excess of the Contractor’s Allocation Maximum Contract Value unless this has been specifically authorised by the ESFA Department in accordance with Clauses 13.4Clause 14.4, 13.6 14.6 or otherwise. 13.4 14.4. The Contractor’s Allocation Maximum Contract Value may be varied by the ESFA Department in accordance with the Funding Rules. Any such variation may result in a reduction or an increase in the Contractor’s AllocationMaximum Contract Value, in accordance with the Funding Rules. Any such variation will take effect only when notified by the ESFA Department and Appendix 1 shall be updated accordingly to reflect the variation. 13.5 14.5. Where the ESFA Department identifies that the Contractor is failing to deliver the value of learning of this Contract, Contract it reserves the right in its absolute discretion to reduce the Contractor’s Allocation Maximum Contract Value for that Learning Programme. 13.6 14.6. The ESFA restricts Department will restrict delivery of the this Contract against the Contractor’s Allocation Maximum Contract Value as detailed in Appendix 1 up to the Expiry Date as detailed in Appendix 1Date. Appendix 1 confirms the element Maximum Contract Value available up to 31 March 2024. Where the delivery of the Contractor’s Allocation as available between the following periods; 13.6.1 the Service Commencement Date and 31 March 2018; and 13.6.2 1 April 2018 and 31 July 2018; and 13.6.3 1 August 2018 and 31 March 2019; and 13.6.4 1 April 2019 and 31 March 2020; and 13.6.5 1 April 2020 and 31 March 2021; and 13.6.6 1 April 2021 and the Expiry Date Where the Contractor’s delivery between the Service Commencement Date and 31 March 2022 Services within this financial year fails to meet the minimum levels of performance over that period, period or results where the delivery in this period would result in the Contractor’s Allocation over that period overall Maximum Contract Value being exceeded then exceeded, the ESFA Department reserves the right, right at its absolute discretion, discretion to vary the Contractor’s Allocation Maximum Contract Value accordingly. 13.7 14.7. In delivering the Services to Apprentices Learners starting an Apprenticeship at any time during this Contract on a Learning Programme on or after 1 May 2017 the ESFA Department reserves the right to give at least 8 weeks’ notice in writing of its intention to cease funding for any new Apprentices Learners recruited on an Apprenticeship a Learning Programme from the date specified in the notice. The ESFA Department will not be liable to make payments in respect of any Apprentices Learners recruited after the date specified in the notice. 13.8 14.8. The ESFA Department reserves the right to give three months’ notice to reduce the Contractor’s Allocation Maximum Contract Value without the need to give a reason. 13.9 14.9. Payment by the ESFA Department will be without prejudice to any claims or rights, which the ESFA Department may have against the Contractor and will not constitute any admission by the ESFA Department as to the performance by the Contractor of its obligations under the Contract. Prior to any such payment, the ESFA Department shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against the Contractor, arising from this Contract or any other Contract between the Contractor and the ESFADepartment. 13.10 Where the ESFA carries out a review, investigation or audit of a sample of the evidence which the Contractor is required to provide under the Contract to support the payments made by the ESFA and identifies errors in that evidence which it deems are material, The ESFA reserves the right at its absolute discretion to require the Contractor to, or the ESFA may (itself or via a third party) at the Contractor’s cost, carry out 100% audit of all or part of the Services and/or to require the Contractor to repay Funding equivalent to the full amount of the Funding that has been wrongly claimed or paid. If only a sample of the Services has been audited, the ESFA reserves the right to calculate an error rate based on the said sample and claim repayment from the Contractor of an extrapolated amount based on the error rate identified and the total value of the Contract. Such amounts may be recovered by making adjustments to data submitted by the Contractor under the Contract, or by raising an invoice for payment by the Contractor, or making deductions from future payments due to the Contractor under the Contract. Failure to settle such amounts by the Contractor will constitute a Serious Breach under Clause 23 (Breach) of the Contract. The decision of the ESFA as to the amount of recovery under this clause is final. 13.11 Where the ESFA, in accordance with Clause 13.10, identifies errors it may at Its discretion review the controls and processes to gain assurance the errors will not occur again. Where further assurance work is required this will be at the Contractor's cost (or the ESFA will procure and recharge to the Contractor at its sole discretion). Where a full funding audit results in a “qualified” rating this will constitute a Minor Breach. 13.12 The ESFA may implement a reduction in funding as set out in the Funding Rules through a notification and not a variation pursuant to Clause 43 (Entire Contract/Amendments). 13.13 All payments by the ESFA will be made via BACS. 13.14 The ESFA is generally unable to recover any Value Added Tax charged. The maximum sum payable under this Contract, as set out in Appendix 1 includes the cost of the service and any other VAT or taxes to be charged, where they apply. 13.15 Under the provision of Item 5A to Group 6 of Schedule 9 of the VAT Act 1994, the supply of education or vocational training funded by the ESFA and the supply by the person providing that education or vocational training, of any goods or services essential to that provision, is considered to be an exempt supply for VAT purposes.