1. Definitions
- Limelight: Limelight Foundation, a foundation under Dutch law (stichting) established in Amsterdam, the Netherlands, Dutch trade register no. 82336350.
- Grantee (or Grantee Partner): the party granted a Donation.
- Donation: the donation from Limelight, for the amount and period set out in the Letter.
- Letter: the letter, including its Annexes, which sets out the Donation and related obligations.
- Project: the project of Grantee set out in its proposal with financial overview, included as Annex 1.
- Written, in writing: by digital or paper message or letter, including by email.
2. Donation Payment and Use
- Limelight shall pay the Donation to Grantee in accordance with the schedule in Annex 2, by transfer to the bank account of Grantee specified in Annex 2.
- Grantee is responsible for any taxes or levies payable by Grantee as a result of the Donation.
- Grantee shall only use the Donation for and in accordance with the Project, not for any other purpose or in any other manner.
- If an amount of the Donation paid out to Grantee is unused after Project’s completion, Grantee shall notify Limelight about this in writing, and Limelight shall have the right to request repayment of this amount.
3. Reporting
- Grantee shall send Limelight periodic reports on or before the due dates specified in Annex 2.
- Limelight may request additional information in writing about a report, and may request Grantee to amend a report to include such information.
4. Information
- During the Donation period, Grantee shall update Limelight in writing as soon as possible in case of changes in:
- the Project’s setup or implementation;
- Grantee’s scope of activities;
- Grantee’s board, supervisory board, (executive) directors or ownership/control;
- Grantee’s legal or charitable organisation status;
- other internal or external (e.g. political or legal) circumstances that impact the Project or Grantee’s organisation.
- During the Donation period, Grantee shall provide Limelight with the information as requested in writing by Limelight. Limelight shall not request information which would be unreasonable to seek from Grantee.
- Grantee confirms that it provided, before Limelight’s grant of the Donation, all information that may reasonably be considered relevant for Limelight’s decision to grant the Donation, both by Grantee’s own accord and at Limelight’s request.
5. Financial Records
- Grantee shall keep clear and up-to-date financial records which show its income and expenses.
- Grantee’s financial records shall comply with generally accepted accounting practices and the financial administrative requirements under Grantee’s jurisdiction.
- Grantee shall preserve its financial records for a period of five years after the end of the Donation period.
6. Evaluation and Audit Rights
- During the Donation period and until two years after its end, Limelight has the right (i) to carry out an evaluation of the Donation, and (ii) to audit Grantee’s use of the Donation and/or Grantee’s financial records. Limelight shall only use this right if it has serious concerns that Grantee did not or does not comply with the terms of the Donation.
- If Limelight wishes to carry out an evaluation/audit, it shall send written notice to Grantee stating the reason for this, and Grantee must cooperate with the evaluation or audit. Limelight shall bear the costs of such evaluation or audit.
- In case of an evaluation, the parties shall jointly agree on the evaluation’s terms of reference and on one or more independent third party evaluators. If the parties fail to agree on these matters within 30 days, Limelight may determine the terms of reference and the independent third party evaluator by itself.
- In case of an audit, Limelight shall inform Grantee in advance about the party carrying out the audit.
7. Suspension
- Limelight has the right to suspend payment of the Donation if Limelight has serious concerns about the Project, use of the Donation, Grantee’s organisation, Grantee’s reports, Grantee’s failure to provide information requested by Limelight, or other circumstances.
- If Limelight uses its right to suspend payment of the Donation, it shall send written notice to Grantee within a reasonable period after the suspension, stating its reasons for suspension and its conditions for continuing the Donation.
8. Termination
- Limelight has the right to terminate the Donation by written notice with immediate effect, if:
- Limelight has suspended payment of the Donation and Grantee has not satisfied, or it is reasonably clear that Grantee shall not satisfy, Limelight’s conditions for continuing the Donation within 60 days after Limelight’s written notice about the conditions;
- Grantee has breached an obligation under the Letter or these general conditions and has not remedied its breach within 30 days after written notice of default;
- Grantee loses its status of charitable organisation and/or not-for profit entity;
- Grantee applies for, or is granted, bankruptcy or suspension of payments;
- other exceptional, material circumstances occur due to which Limelight cannot reasonably be requested to continue the Donation.
- In case of termination of the Donation, Grantee loses the right to any unpaid amounts of the Donation, and Limelight shall have the right to request repayment of the Donation amounts received by Grantee.
9. Communications
- Grantee and Limelight may disclose the grant of the Donation, its amount, duration and purpose in public communications including promotional materials.
- Grantee and Limelight shall keep confidential all other non-public information about the Donation and each other.
- Grantee and Limelight shall comply with each other’s reasonable instructions concerning communications about Limelight, Grantee and the Donation.
- Limelight may request Grantee to provide (excerpts from) texts, publications, photographs or other content of Grantee for display on Limelight’s website, presentations, annual reports and other promotional material. Grantee consents to Limelight’s free and unrestricted use of the content provided for this purpose, and to Limelight’s translation of this content into English or Dutch. Grantee may request similar information from Limelight.
10. Liability
- Limelight is not liable for any damages of Grantee of any nature whatsoever, except insofar such damages are caused by Limelight’s intent or deliberate recklessness (opzet of bewuste roekeloosheid).
- Grantee indemnifies Limelight against claims from third parties and all related costs, insofar such claims are caused by Grantee’s intent or deliberate recklessness.
11. Other
- Grantee confirms that it shall comply with the laws and regulations governing its organisation.
- The Letter and Donation do not create or imply any obligation of Limelight to provide Grantee any other funding.
12. Legal Relationship
- The relationship between Grantee and Limelight is exclusively governed by the Letter and these general conditions. Any general conditions of Grantee do not apply and are rejected.
- In case of conflicting provisions in the Letter (including Annexes) and these general conditions, the Letter takes precedence.
- Changes to the Letter and these general conditions are valid only if agreed explicitly and in writing.
13. Governing Law and Jurisdiction
- Dutch law governs the Letter, these general conditions and all related rights and obligations.
- The district court of Amsterdam, the Netherlands has exclusive jurisdiction to settle disputes in connection with the Letter and these general conditions.
