Dementia Active Licensing Agreement

Parties


1. Dementia Active CIC, a community interest company operating at Dementia Active CIC, Lawton Rd, Carterton. OX18 3JY.
(“Dementia Active CIC”, “we”, “us”, or “our”), which provides session spaces for the members of
Dementia Active, the charity of the same name (“Dementia Active Charity”); and
2. [Licensee Name], a company / charity / sole trader / self-employed person of [insert address]
(“Licensee”, “you”, or “your”).
Together, the “Parties”.

1. Purpose of this Agreement
1.1 This Agreement sets out the terms under which the Licensee is authorised to provide agreed session
places, activities, support, or services on behalf of Dementia Active CIC for the members of Dementia
Active Charity.
1.2 The purpose of the arrangement is to enable Dementia Active CIC to provide structured session
spaces for the members of Dementia Active Charity, while allowing the Licensee to deliver those
sessions and receive an agreed share of donations, grant funding, and local fundraising income
connected to those sessions.
1.3 This Agreement is not intended to create an employment relationship, agency relationship,
partnership, franchise, or joint venture between the Parties.
2. Licence to Deliver Sessions
2.1 Dementia Active CIC, as the provider of session spaces for Dementia Active Charity, grants the
Licensee a non-exclusive, non-transferable licence to deliver those agreed session places to members of
Dementia Active Charity under this Agreement.
2.2 The Licensee may describe themselves as an approved Dementia Active delivery partner only while
this Agreement remains in force.
2.3 The Licensee must not use Dementia Active’s name, logo, branding, publicity materials, member
information, or reputation except with prior written permission from Dementia Active.
1
2.4 The Licensee must not represent that they are employed by Dementia Active or that they have
authority to bind Dementia Active to any contract, liability, grant, or commitment unless Dementia
Active has given written authority.
3. Sessions and Places
3.1 The Licensee will provide session places for Dementia Active Charity members as agreed between
the Parties in writing.
3.1A Dementia Active CIC provides the session spaces for Dementia Active Charity. The Licensee is
licensed to deliver those agreed session spaces in accordance with this Agreement.
3.1B The Licensee must follow the session plan, guidance, delivery model, standards, and reasonable
instructions provided by Dementia Active CIC, unless Dementia Active CIC agrees otherwise in writing.
3.2 The agreed sessions may include

3.3 Dementia Active may refer or signpost members to the Licensee’s sessions, subject to suitability, availability, risk assessment, safeguarding considerations, and member choice.
3.4 The Licensee is responsible for delivering the sessions safely, professionally, and in line with all applicable laws, regulations, safeguarding duties, insurance requirements, and good practice.
4. Member Donations and Payment Collection
4.1 All member donations connected to sessions under this Agreement must be collected through Dementia Active Charity and/or Dementia Active CIC’s approved collection systems. The Licensee must not collect member donations directly unless Dementia Active CIC has given prior written permission.
4.2 Where Dementia Active Charity or Dementia Active CIC receives donations from a member in connection with session places provided by the Licensee, Dementia Active CIC will pay the Licensee 90% of the donations actually received from that member for those sessions.
4.3 Dementia Active CIC and/or Dementia Active Charity will retain 10% of such donations to contribute towards administration, coordination, member support, governance, fundraising, and operating costs.
4.4 Payments will be calculated only on donations actually received by Dementia Active Charity or Dementia Active CIC. Dementia Active CIC is not required to pay the Licensee where a donation has been promised but not received.
4.5 Unless otherwise agreed in writing, payments to the Licensee will be made monthly in arrears following reconciliation of donations received.
4.6 The Licensee must provide appropriate bank details and, where applicable, valid invoices or payment requests.
4.7 Any members whose session places are funded by a local authority will be invoiced directly by Dementia Active CIC. The Licensee must not invoice local authorities directly for Dementia Active Charity member places unless Dementia Active CIC has agreed this in writing.
5. Grants
5.1 Where Dementia Active receives grant funding that is specifically connected to sessions delivered by the Licensee, the grant funding will be split 50% to Dementia Active and 50% to the Licensee, unless the grant terms state otherwise.
5.2 If the grant funder stipulates a different split, restriction, budget, eligible cost, reporting requirement, or payment structure, the funder’s terms will take priority.
5.3 The Licensee must comply with all relevant grant conditions, reporting obligations, evidence requirements, monitoring requirements, and spending restrictions notified by Dementia Active.
5.4 Grant funding will only be paid to the Licensee once received by Dementia Active and once any necessary funder conditions, reporting, or evidence requirements have been satisfied.
5.5 If a grant must be repaid due to the Licensee’s failure to comply with grant conditions, misrepresentation, misuse of funds, poor record keeping, or failure to deliver agreed sessions, the Licensee must reimburse Dementia Active for the relevant amount.
6. Local Fundraising
6.1 Where local fundraising income is received by Dementia Active and is clearly connected to session places or activities provided by the Licensee, Dementia Active will pay the Licensee 90% of the local fundraising income actually received.
6.2 Dementia Active will retain 10% of such local fundraising income to contribute towards administration, fundraising coordination, member support, governance, and operating costs.
6.3 Local fundraising income may include, for example, community fundraising, sponsored events, local business donations, collection pots, community group donations, or similar activity connected to the Licensee’s sessions.
6.4 The Licensee must not undertake fundraising in Dementia Active’s name without prior written approval from Dementia Active.
6.5 All fundraising activity must comply with applicable charity law, fundraising rules, data protection law, safeguarding standards, and any requirements of the Fundraising Regulator or relevant authority.
7. Records, Reporting, and Audit
7.1 The Licensee must keep accurate records of:
*session dates;
*attendance;
*number of Dementia Active member places provided;
*incidents, accidents, safeguarding concerns, or complaints;
*member feedback, where appropriate;
*expenditure linked to grant funding or fundraising income; and
*any other information reasonably requested by Dementia Active.
7.2 The Licensee must provide reports, evidence, receipts, attendance records, case studies, photographs, testimonials, or other information reasonably required by Dementia Active for grant reporting, impact measurement, safeguarding, governance, or fundraising purposes.
7.3 Dementia Active may review records relating to this Agreement on reasonable notice.
8. Safeguarding
8.1 The Licensee must maintain and follow appropriate safeguarding policies and procedures.
8.2 The Licensee must ensure that all staff, volunteers, contractors, and helpers involved in delivering sessions are suitable, appropriately trained, and, where relevant, DBS checked.
8.3 The Licensee must immediately notify Dementia Active of any safeguarding concern, allegation, incident, or risk involving a Dementia Active member.
8.4 The Licensee must cooperate fully with Dementia Active and any relevant statutory authority in relation to safeguarding matters.
9. Health, Safety, and Risk
9.1 The Licensee is responsible for health and safety at the sessions they deliver.
9.2 The Licensee must carry out and maintain suitable risk assessments for all session venues, activities, equipment, transport arrangements, and member needs where relevant.
9.3 The Licensee must promptly report to Dementia Active any accident, incident, near miss, complaint, or serious concern involving a Dementia Active member.
10. Insurance
10.1 The Licensee must maintain appropriate insurance for the activities they deliver, including where relevant:
*public liability insurance;
*employer’s liability insurance, if legally required;
*professional indemnity insurance, where appropriate;
*vehicle insurance, where transport is provided; and
*any other insurance reasonably required for the relevant activities.

10.2 The Licensee must provide evidence of insurance to Dementia Active on request.
11. Data Protection and Confidentiality
11.1 Each Party must comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018.
11.2 The Licensee must only use Dementia Active member information for the purposes of delivering agreed sessions and must not share it with third parties unless legally required or authorised in writing by Dementia Active.
11.3 The Licensee must keep confidential all personal, medical, financial, safeguarding, operational, and organisational information received in connection with this Agreement.
11.4 Confidentiality obligations continue after this Agreement ends.
12. Standards of Conduct
12.1 The Licensee must act professionally, respectfully, and in a way that protects the reputation and charitable purpose of Dementia Active.
12.2 The Licensee must not discriminate unlawfully or treat any member, carer, staff member, volunteer, donor, or supporter unfairly.
12.3 Dementia Active may immediately suspend referrals, payments, use of branding, or the Licensee’s approved status where there are serious concerns about safety, safeguarding, conduct, quality, fraud, financial irregularity, or reputational risk.
13. Payment Terms
13.1 Dementia Active will calculate amounts payable to the Licensee based on donations, grants, and local fundraising income actually received and allocated to the relevant sessions.
13.2 Payments will be made to the Licensee by bank transfer to the nominated account.
13.3 Dementia Active may deduct or withhold sums where:

*funds have not yet been received;
*funding is restricted by a grant or donor condition;
*records or reporting evidence have not been provided;
*there is a safeguarding, quality, or compliance concern;
*there is a dispute about entitlement;
*repayment may be required to a funder or donor; or 
*the Licensee has breached this Agreement.

13.4 The Licensee is responsible for their own tax, National Insurance, VAT, account VAT, accounting, and legal
obligations arising from payments received under this Agreement.

14. Term
14.1 This Agreement will begin on:-

15.2 Dementia Active may terminate this Agreement immediately by written notice if:

*the Licensee breaches safeguarding, health and safety, insurance, data protection, or grant requirements;
*Dementia Active reasonably believes members may be at risk;
*the Licensee damages or may damage Dementia Active’s reputation;
*the Licensee misuses Dementia Active’s name, branding, funds, data, or member relationships;
*the Licensee becomes insolvent, ceases trading, or is unable to deliver sessions; or
*there is suspected fraud, dishonesty, serious misconduct, or financial irregularity.
15.3 On termination, the Licensee must stop using Dementia Active’s name, branding, member data and approved partner status immediately.
15.4 Termination does not affect any rights, duties, payment calculations, confidentiality obligations, safeguarding duties, reporting requirements, or repayment obligations that have already arisen.
16. Liability and Indemnity
16.1 The Licensee is responsible for the acts, omissions, negligence, misconduct, or failures of its staff, volunteers, contractors, helpers, and representatives.
16.2 The Licensee agrees to indemnify Dementia Active against losses, claims, damages, costs, expenses, liabilities, repayments, or penalties arising from the Licensee’s breach of this Agreement, negligence, misconduct, safeguarding failure, misuse of funds, breach of data protection law, or failure to comply with grant or fundraising requirements.
16.3 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot legally be limited.
17. Branding, Partnership Identity, Publicity and Communications
17.1 The Licensee may state that they are working in partnership with Dementia Active for the purpose of delivering agreed sessions, activities, or member places under this Agreement.
17.2 The Licensee remains an independent organisation, charity, company, sole trader, or self-employed person. Nothing in this Agreement requires the Licensee to give up, reduce, or obscure their own charitable, business, professional, community, or organisational identity.
17.3 Dementia Active may use the Licensee’s name, logo, branding, photographs, agreed publicity wording, and partnership information in Dementia Active’s communications, website, fundraising materials, grant applications, reports, newsletters, and social media, provided this is done respectfully and in connection with the partnership.
17.4 The Licensee may use Dementia Active’s name, logo, branding, agreed publicity wording, and partnership information on the Licensee’s website, social media, printed materials, newsletters, and local promotional activity, provided this is done respectfully and only in connection with the partnership.
17.5 Both Parties agree to support reasonable mutual publicity, including social media posts, shared updates, impact stories, member activity promotion, fundraising promotion, and recognition of the partnership.
17.6 Neither Party may use the other Party’s name, logo, branding, or reputation in a way that is misleading, damaging, political, discriminatory, offensive, unlawful, or outside the purpose of this Agreement.
17.7 Where practical, the Parties should agree key wording, logos, and promotional materials in advance. Either Party may ask the other to amend or remove publicity material that is inaccurate, inappropriate, outdated, or damaging to reputation.
17.8 Photographs, videos, testimonials, stories, or case studies involving Dementia Active members must only be used with appropriate written consent.
18. Information Collection Systems
18.1 The Licensee agrees to use Dementia Active’s information collection systems where required by Dementia Active. This may include systems for referrals, attendance, member information, session monitoring, donations, outcomes, impact reporting, safeguarding records, grant evidence, and
fundraising records.
18.2 The Licensee must enter information accurately, promptly, and securely into Dementia Active’s systems where this is required for the delivery, monitoring, safeguarding, funding, or evaluation of sessions.
18.3 The Licensee must ensure that only authorised staff, volunteers, contractors, or representatives access Dementia Active’s information collection systems.
18.4 The Licensee must follow Dementia Active’s reasonable instructions, policies, and procedures for using information collection systems, including data protection, confidentiality, password security, consent, safeguarding, and record retention requirements.
18.5 The Licensee must not copy, export, download, share, or use information from Dementia Active’s systems for any purpose outside this Agreement unless authorised in writing by Dementia Active or required by law.
18. Disputes
18.1 The Parties will try to resolve any dispute through good faith discussions.
18.2 If a dispute cannot be resolved informally, it should be escalated to senior representatives of both Parties.
18.3 The Parties may agree to mediation before taking legal action, except where urgent action is needed to protect members, funds, confidential information, or reputation.
19. Governing Law
19.1 This Agreement is governed by the laws of England and Wales.
19.2 The courts of England and Wales will have jurisdiction over any dispute arising from this Agreement.
20. Entire Agreement
20.1 This Agreement forms the entire agreement between the Parties in relation to the subject matter and replaces any previous discussions, proposals, or understandings.
20.2 Any change to this Agreement must be agreed in writing by both Parties.

Schedule 2: Payment Summary

Member donations received through Dementia Active Charity or Dementia Active CIC for Licensee sessions 90% Licensee / 10% Dementia Active

All member donations must be collected through Dementia Active; based only on funds actually received. Local authority funded member places to be invoiced by
Dementia Active CIC. Licensee sessions 90% Licensee / 10% Dementia Active net of VAT.

Licensee must not invoice local authorities directly unless agreed in writing.

Grants connected to Licensee sessions. 50% Licensee /50% Dementia Active
Unless grant terms state otherwise.

Local fundraising connected to Licensee sessions 90% Licensee / 10% Dementia Active. Based only on funds actually received.