בס”ד

These Terms and Conditions apply to all Recipients of Grants from the Charity
(whether an individual or a corporate entity, except where stated otherwise),
and references to “you” or “your” should be construed accordingly.

The following Terms and Conditions will govern the relationship between
Amud Hatzdokoh Trust (the Charity) and the Recipient of a Grant provided by the Charity.

Definitions

The following words have been given the meanings as specified below:

“Approved Recipient”

Means any individual and/or organisation who the Charity has approved as an
appropriate recipient of charitable funds as allowed by the Charity Commission of the UK
in line with the interpretation of the Charity.

“Commencement Date”

Means the date on which these Terms and Conditions are accepted by the Recipient.

“Grant”

Means grants provided by the Charity whether paid in monies and sums of any currency,
food stamp, voucher or by any other means (to include each and every organisation and
individual payment, or payment in kind, made by the Charity to the Recipient).

“Grant Purpose”

Means the reason for which Grant(s) are made to the Recipients:

• Advancement of Education as defined as charitable by the Charity Commission of the
  United Kingdom, within Israel, United States of America and Europe;
• Relief of Poverty as defined as charitable by the Charity Commission of the
  United Kingdom, within Israel, United States of America and Europe; or
• For any other charitable purpose defined as charitable by the Charity Commission of the
  United Kingdom.

“HMRC”

Means Her Majesty’s Revenue & Customs which is a non-ministerial department of the UK
responsible for the collection of taxes.

“Political Activity”

Means any activity that aims to promote or oppose a change in the law or Government policy.

“Recipient”

Means any individual or corporate entity, registered with the Charity and in receipt of a Grant or Grants from the Charity.

“Terms and Conditions”

Means the rules that govern the Grants, actions of donors and the actions of the trustees of the Charity including,
but not limited to, information specific to the Charity.

“the Charity”

Means Amud Hatzdokoh Trust, a charity registered with the Charity Commission under Charity Number 1122777,
with its registered office at 85d Cazenove Road, London, N16 6BB, with its registered objectives as the
Advancement of the Orthodox Jewish Faith and Religious Education, the Relief of Poverty, Sickness and
Infirmity amongst members of the Jewish Faith and other charitable purposes.

“The Charity Commission”

Means the non-ministerial government department that regulates registered charities in England and Wales
and maintains the Central Register of Charities. The Charity Commission answers directly to the UK Parliament
rather than to Government ministers.

The headings in these Terms and Conditions are inserted for convenience only and shall not affect
its construction or its interpretation.

Unless the context otherwise requires, a reference to one gender shall include reference to other genders.
Unless the context otherwise requires, words in the singular shall include the plural and, in the plural,
shall include the singular.

Purpose of Grants

The Charity hereby agrees to consider making a Grant(s) to the Recipient, and when doing so
the Recipient will abide by these Terms and Conditions.

The Recipient shall use the Grant(s) solely, wholly and exclusively in accordance with these
Terms and Conditions and only for the Grant Purpose.

The Recipient shall not use the Grant(s) for any other purpose, other than that of the Grant Purpose,
such as purposes including but not limited to:

• to pay for any expenditure commitments of the Recipient arising before the Commencement Date,
  without the prior written consent of the Charity;
• to pay for a political activity or for furthering the interests of a particular political party;
• procuring or opposing changes in the laws, legislation, policy or decisions of governmental authorities
  of the UK or any other country;
• promoting an individual’s own theory of education by propaganda; and
• any intervention or participation in any political campaign on behalf of (or in opposition to) any candidate
  for public office including providing financial support to a political party or the political theories of a group
  or an individual or allowing the Recipient to be used as a vehicle for the expression of the political views
  of its directors or staff.

Payment of the Grants

The Grant(s) shall be made available to the Recipient by the Charity, at the sole discretion of the Charity.
The Charity may, at its sole discretion, provide a Grant(s) to the Recipient by either:

• making a BACS transfer directly to the Recipient’s Bank Account (in any currency);
• providing a cheque made out in the name of the Recipient;
• providing the Recipient with a Food Stamp allowing the recipient to purchase pre-determined items at a list
  of pre-determined stores; or
• providing the Recipient with a pre-paid debit card allowing the Recipient to purchase pre-determined items
  at a list of pre-determined stores.

The Recipient is responsible for the accuracy of the bank details that are provided to the Charity for receipt of Grants and,
should any mistake occur resulting in a loss of funds, the onus will fall on the Recipient to evidence that the mistake was
made by the Charity in order to claim a replacement Grant.

The Recipient acknowledges and accepts that until such time as the Recipient provides such evidence,
the Charity will have no liability to the Recipient.

Withholding, Recovery and Repayment of the Grant(s)

The Charity may at its discretion withhold or suspend payment of the Grant(s) and/or require repayment of all
or part of the Grant(s) where:

• in the opinion of the Charity, the Recipient has used any of the Grant(s) for a purpose or purposes other than the Grant Purpose;
• in the opinion of the Charity, the Recipient has provided the Charity with any materially misleading or inaccurate information;
• the Recipient has ceased to operate within the parameters outlined in the Charity’s Grant Making Policy, as updated or amended from time to time;
• the Recipient has failed to comply with any of these Terms and Conditions;
• the funds from which the Grant has been provided are reclaimed or returned unpaid;
• there are changes to the regulatory environment within which the Charity operates or changes to tax or other legislation
  applicable to the Charity; or
• for any other reason the Charity may deem reasonable.

The Recipient shall indemnify the Charity against all liabilities (including tax liabilities), reasonable costs and expenses,
damages and losses suffered or incurred by the Charity as a result of the breach on the part of the Recipient of these Terms and Conditions.

By agreeing to these Terms and Conditions, the Recipient agrees that if the Charity made any miscalculations and/or accidentally
and/or unintentionally withheld any funds that should rightfully have been transferred to the Recipient, any such amounts become
and remain the property of the Charity for so long as they remain undiscovered and/or unclaimed by the Recipient and vice versa.

The Recipient acknowledges and accepts that until such time as it remains undiscovered and/or unclaimed by the Recipient,
the Charity will have no liability to the Recipient.

Monitoring and Reporting

The Recipient shall ensure and, where necessary, closely monitor the use of the Grant(s) provided by the Charity
to ensure that the Grant Purpose is being met and that these Terms and Conditions are adhered to.

The Recipient shall ensure that appropriate internal controls are in place to protect the Grant(s) from improper use,
including misappropriation, terrorism, bribery and money laundering, including but not limited to any purpose not defined
as charitable by the Charity Commission. In particular, the Recipient shall comply with applicable local and international laws,
including anti-bribery provisions.

The Recipient shall ensure that all requests for information made by the Charity to the Recipient shall be responded to by the
Recipient within 14 normal business days (as defined within the borders of England and Wales) of the request being sent by the Charity.

The Recipient acknowledges that the Charity has the legal right to review and track the spending of any pre-paid cards issued by the Charity.
Should it appear that any suspicious transactions, or those of a type not in accordance with the rules of the Charity, have occurred,
the Charity has a right to block or cancel the card.

Payment of the Grant(s) is conditional on the appropriate use of the monies for the Grant Purpose and on compliance
with these Terms & Conditions.

Should any part of the Grant(s) remain unspent or no longer required for the Grant Purpose, the Recipient shall ensure that
any such part is returned to the Charity or, if agreed in writing with the Charity, the Recipient shall be entitled to retain
the unspent monies to be used for a purpose agreed between the Charity and the Recipient.

The Recipient shall ensure that they update the Charity within 14 days of any change in status that may result in the Recipient
no longer being eligible for receipt of Grants under UK law.

Accounts and Records

The Recipient shall ensure that receipts for any Grant(s) received are provided to the Charity, as well as maintaining complete
and accurate records of, and supporting documentation for, its use of the Grant(s), and ensure that they are spent in accordance
with these Terms and Conditions as well as the rules of the Charity Commission of the United Kingdom or any other regulation or
government institution that will have effect on charitable donations.

Such records shall be retained by the Recipient for inspection by the Charity for 6 years from the end of the financial year
to which the records relate and provide such information about the expenditure of the Grant(s) as the Charity reasonably requests.

Where appropriate and requested to do so by the Charity, the Recipient must acknowledge the Grant(s) in its annual report and/or
accounts for the financial year in which the Grant(s) were used, and supply one copy of the relevant report and/or accounts to
the Charity within one week following publication.

Data Protection

Any information provided to the Recipient, in whatever form (including without limitation, in written, oral, visual or electronic form
or on any magnetic or optical disk or memory and wherever located) relating to the Grant(s) are considered private and confidential
to the Charity without limitation.

Communication

The Recipient agrees not to make any press release, media announcement, public advertisement, or carry out any other public relations
activity or make any other public communication in respect of the Grant(s) or the relationship between the Charity and the Recipient
without the prior written consent of the Charity.

The Recipient agrees not to make any private announcement or private communication in respect of the Grant(s) or the relationship
between the Charity and the Recipient without the prior written consent of the Charity.

Force Majeure

Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its
obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation
has been delayed or failed to be performed.

Assignment

The Recipient may not, without the prior written consent of the Charity, assign, transfer, sub-contract, or in any other way transfer
to any third party the benefit and/or the burden of these Terms and Conditions or, except as contemplated as part of the Grant(s),
transfer or pay to any other person or charity any part of the Grant(s).

Limitation of Liability

The Charity’s aggregate liability under these Terms and Conditions is limited (to the extent permitted by law) to the payment
of the Grant(s) in accordance with these Terms and Conditions.

Updating Terms and Conditions

These Terms & Conditions may be updated from time to time and the Charity will only be required to notify the Recipient where
the Recipient has provided an email address.

Entire Agreement

These Terms and Conditions, as updated from time to time, form the entire agreement between the parties, and replace all previous
agreements and understandings between them, relating to its subject matter.

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.

The parties shall attempt to resolve any dispute arising out of or in connection with these Terms and Conditions by way of mediation.

Where mediation fails, any dispute arising out of or in connection with these Terms and Conditions, including any question regarding
their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules which Rules
are deemed to be incorporated by reference to this clause.

• The number of arbitrators shall be one.
• The seat, or legal place, of arbitration shall be London.
• The language to be used in the arbitral proceedings shall be English.
• The Arbitrator shall be appointed solely at the discretion of the Charity.

Commission

Any concerns relating to Commission and any other fees charged or received, shall be deemed permitted
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