These are GrantTree's standard terms for working with clients. We have written them to be clear, balanced and transparent, so both sides are protected fairly without unnecessary back-and-forth over standard clauses.
1.How these terms apply
1.1These terms apply when GrantTree agrees to do work for a Client and the relevant written agreement refers to them.
1.2The specific work, fees, timetable and commercial details will be set out separately. This may be in an Engagement Letter, quote, statement of work, email confirmation or another written agreement.
1.3Some services are also subject to Service Terms. Where the Engagement Letter applies Service Terms to a service, those Service Terms form part of the Agreement and are read together with these Engagement Terms. Words defined in these Engagement Terms have the same meaning in the Service Terms unless the Service Terms define them differently, and clause 15.3 sets out which document takes priority if they conflict.
2.Definitions
In these Engagement Terms:
"Agreement" means the contract made up of these Engagement Terms, the applicable Engagement Letter, and any applicable Service Terms.
"Client" means the company or organisation identified as the client in the Engagement Letter.
"Complimentary Support" means support GrantTree provides free of charge, such as grant matching, sharing funding opportunities, funding reviews, informal suggestions and other comments or assistance not paid for under a Scope of Works.
"Confidential Information" means information disclosed by a party to the other party that is marked confidential or would reasonably be considered confidential, including business, technical, financial and personal data.
"Engagement Letter" means the client-specific document or written agreement that records the scope, fees and commercial terms for the work. References to the Engagement Letter include any Supplemental Engagement Letter.
"Supplemental Engagement Letter" means a later written agreement that adds to or changes an existing Engagement Letter, for example for additional services or a new scope of work.
"Fees" means the fees payable to GrantTree for work agreed in an Engagement Letter, quote, email confirmation or other written agreement.
"GrantTree" means GrantTree Limited, company number 07403467.
"Permitted Purpose" means providing and receiving the Services and otherwise performing the Agreement, including Complimentary Support, together with each party's reasonable internal business administration connected with the relationship, such as record-keeping, quality and reporting.
"Scope of Works" means a section of the Engagement Letter or other written agreement that describes a specific service or piece of work, including its fees, commercial details and any variations stated for that work.
"Service Terms" means the reusable service-specific terms that apply to a particular service where that service is agreed in writing.
"Services" means the services described in the Engagement Letter or other written scope.
"Term Variation" means a variation to these Engagement Terms that is set out under the heading "Engagement Term Variations" in an Engagement Letter signed by both parties.
3.GrantTree's role
3.1GrantTree acts as a funding support provider. GrantTree helps clients identify, prepare for and pursue funding-related opportunities where those services are agreed.
3.2GrantTree may provide Complimentary Support at its discretion, based on the information available at the time. Complimentary Support is not a paid service, audit or formal professional opinion, and does not create a duty to monitor, search for or assess every possible opportunity, provide a complete funding review or funding strategy, or provide a continuous advisory service.
3.3Grant matching draws on the information the Client provides or GrantTree otherwise holds about the Client, GrantTree's grants database, and what GrantTree learns across its work about which opportunities suit which kinds of company. Where the Client receives grant matching, using the Client's information in this way is part of the Permitted Purpose. The results GrantTree shares with any other client will never include the Client's Confidential Information, will not identify the Client, and cannot reasonably be used to identify or attribute information to the Client.
3.4GrantTree will provide the Services with reasonable skill and care.
3.5GrantTree does not guarantee that any application, claim, award, relief, credit, grant, investment, funding or other outcome will be successful.
3.6GrantTree works with many clients, and some of them may operate in similar sectors or pursue the same funding opportunities. GrantTree may continue to act for those clients. GrantTree will protect each client's Confidential Information in line with section 8 and will never give one client access to another client's Confidential Information. GrantTree acts as an independent service provider and not as a fiduciary.
4.Client information and responsibility
4.1The Client is responsible for ensuring that all information it gives GrantTree is true, accurate, complete and not misleading.
4.2GrantTree may rely on the Client's information without auditing or independently verifying it, unless GrantTree expressly agrees in writing to carry out a specific verification exercise.
4.3The Client must review any final submission, application, claim, report or other deliverable within a reasonable timeframe, and must tell GrantTree promptly if anything is inaccurate, incomplete or misleading.
4.4Where GrantTree asks the Client to approve or sign off a final submission, application, claim, report or other deliverable, the Client is responsible for confirming that it is accurate, complete and a true representation of the relevant facts, work, costs, records and supporting information.
4.5GrantTree is not liable for loss, delay, rejection or reduced outcome caused by information supplied by or on behalf of the Client being inaccurate, incomplete, late or misleading, or by the Client not reviewing or signing off materials in good time.
5.Client cooperation
5.1The Client will provide information, access to records, answers to questions, attendance at calls and meetings, and other cooperation reasonably needed for GrantTree to provide the Services.
5.2Where deadlines are set by HMRC, a funding body, a grant scheme, a court, a regulator or another third party, the Client must cooperate in good time so GrantTree can meet those deadlines.
5.3If the Client's delay or failure to cooperate prevents or materially affects the Services, GrantTree may adjust the timetable, charge for additional work, or stop work until the issue is resolved.
5.4If a deadline is missed, or GrantTree is unable to complete or submit work, because the Client does not provide information, cooperation, approval or sign-off in good time, the Client remains responsible for any setup fee, minimum fee or other fixed fee that would have applied to that work, unless GrantTree caused the failure.
5.5GrantTree may complete identity, AML, credit, risk and compliance checks before starting or continuing Services. If GrantTree reasonably considers that those checks have not been satisfied, GrantTree may pause work, decline to start work, or terminate the relevant engagement. The Client will remain responsible for Fees for work already carried out and any non-refundable upfront fee stated in the Engagement Letter.
5.6GrantTree may pause work, decline to start or continue work, or decline to submit any application, claim or other material, where GrantTree reasonably considers that it is inaccurate, misleading, unsupported, unlawful, non-compliant with applicable rules, or otherwise inappropriate for GrantTree to support, or where GrantTree does not have the information, evidence, approvals or authority it reasonably needs. Where timing allows, GrantTree will explain the issue and give the Client a reasonable opportunity to resolve it. This does not remove the Client's obligation to pay Fees for work already carried out or any minimum, setup or other fixed fee stated in the Engagement Letter.
6.Exclusions and non-reliance
6.1GrantTree provides practical funding support within the agreed scope, including R&D tax credit claim support where agreed in an Engagement Letter. GrantTree does not act as the Client's accountant, auditor, solicitor, tax agent of record, insurer, regulated adviser, or provider of formal legal, accounting, tax, investment, financial promotion, credit broking or other specialist professional opinions. GrantTree also does not provide representation in, and is not responsible for, statutory reviews, appeals, tribunal proceedings, judicial review or other court or formal legal proceedings.
6.2Any comments GrantTree makes on such matters are practical observations given to support the Services and should not be relied on as specialist advice.
6.3The Client remains responsible for obtaining independent professional advice where needed.
6.4This section applies to all Services, including services covered by Service Terms.
7.Fees and payment
7.1The Client must pay the Fees for the work GrantTree agrees to carry out, however that work is agreed.
7.2GrantTree may issue pro forma invoices, VAT invoices or other payment requests. Where a pro forma invoice is issued, GrantTree will issue the corresponding VAT invoice once payment has been received.
7.3All Fees exclude VAT, which will be added to invoices where applicable.
7.4Unless the invoice or a written agreement says otherwise, invoices are payable within 21 days of the invoice date.
7.5If an invoice is overdue, GrantTree may pause work, decline to start further work, or withhold final materials until payment is made. GrantTree will give reasonable warning before doing this where timing and third-party deadlines allow.
7.6GrantTree may charge statutory interest and applicable debt recovery costs on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7.7Neither party may withhold or deduct amounts due to the other under the Agreement by way of set-off or counterclaim, except where required by law or agreed in writing. Amounts properly due must be paid in full, and any dispute or claim must be raised and resolved separately.
7.8Where work is charged by the hour, day or another time-based rate, the applicable rate is GrantTree's standard rate for that type of work at the time the work is carried out, unless a different rate is agreed in writing. GrantTree may update its standard rates from time to time. For ongoing time-based work, GrantTree will notify the Client of any material rate change before the new rate applies. The Client may choose not to instruct further time-based work after being notified of a rate change, but remains responsible for fees for work already carried out.
7.9Fees include GrantTree's ordinary costs of providing the Services. GrantTree will not charge the Client for expenses or disbursements unless the Client has agreed to them in writing in advance. Agreed expenses will be charged at cost, without mark-up, and GrantTree will provide receipts or other reasonable evidence on request.
7.10Where the Engagement Letter or Scope of Works lists an additional fee, or otherwise sets a separate fee for a specific service or deliverable, that fee is payable in addition to the main fees for that Scope of Works when the relevant service or deliverable is rendered, unless the Engagement Letter says otherwise.
7.11Fees, including setup fees and success fees, may be payable in stages or phases. Any staging is set out in the Engagement Letter.
8.Confidentiality (mutual NDA)
8.1Each party must keep the other party's Confidential Information confidential and use it only for the Permitted Purpose.
8.2A party may disclose Confidential Information to its professional advisers, insurers, officers, employees, contractors and subcontractors who need access for the Permitted Purpose and who are bound by confidentiality obligations.
8.3Confidentiality obligations do not apply to information that is already lawfully known, becomes public through no fault of the recipient, is lawfully obtained from a third party, or must be disclosed by law or a competent authority.
8.4These confidentiality obligations continue for 5 years after the relevant Agreement ends. Confidential Information that is a trade secret, personal data or commercially sensitive technical, financial or business information remains protected for as long as it remains confidential.
8.5When the engagement ends, each party will, on request, return or delete the other party's Confidential Information, except copies reasonably kept for legal, regulatory, insurance, record-keeping or claim-substantiation purposes, which remain protected under this section.
9.Intellectual property
9.1The Client retains ownership of information, materials and intellectual property it provides to GrantTree.
9.2GrantTree retains ownership of its templates, tools, know-how, methods, processes, working papers, drafting approaches and pre-existing intellectual property.
9.3Subject to payment of all applicable Fees, GrantTree grants the Client a non-exclusive, royalty-free licence to use final deliverables for the purpose for which they were prepared.
9.4The Client may not reuse GrantTree templates, methods or draft materials for unrelated purposes without GrantTree's written consent.
9.5GrantTree will never use the Client's intellectual property or innovations other than for the Permitted Purpose, and will never disclose them except as section 8 allows.
10.Publicity
10.1GrantTree may identify the Client by name and logo as a GrantTree client, for example in client lists, on its website and in marketing materials. The Client may withdraw this permission at any time by writing to GrantTree, and GrantTree will promptly stop new uses.
10.2GrantTree will not publish confidential details of the Client's work, or a case study describing the Client's work, without the Client's prior written consent.
11.Data protection
11.1Each party must comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
11.2Each party acts as an independent controller for the personal data it processes for its own purposes in connection with the Services, including GrantTree's own professional, compliance and record-keeping purposes. Unless a service says otherwise and sets out the required processing details, neither party acts as the other's processor.
11.3The Client must: have a lawful basis for providing personal data to GrantTree; provide it only where necessary for the Services or a related submission, application, claim or record-keeping requirement; use aggregated or anonymised data instead wherever possible; and give its own staff or other individuals any privacy information they need about the sharing of their data with GrantTree.
11.4GrantTree will protect personal data using appropriate technical and organisational measures, taking account of the nature of the Services and the information provided, and will ensure that people authorised to process it are bound by confidentiality.
11.5Each party will notify the other without undue delay after becoming aware of a personal data breach affecting personal data the other is responsible for, and will give reasonable cooperation on breaches, data subject requests and regulator enquiries.
11.6GrantTree will not transfer personal data outside the UK or EEA unless appropriate safeguards are in place or the transfer is otherwise permitted by data protection law.
12.Subcontractors, tools and systems
12.1GrantTree may use employees, contractors and subcontractors to provide the Services.
12.2GrantTree remains responsible for ensuring that its subcontractors comply with the obligations relevant to the Services.
12.3GrantTree uses secure technology tools and systems to help provide the Services, manage information, draft materials and analyse documents. GrantTree engages its technology providers on terms that require them to keep Client information confidential and to use it only to provide their services to GrantTree, and not for their own purposes. Where a tool would handle Client information that includes intellectual property or trade secrets, GrantTree only engages providers that confirm they will not use that information to train artificial intelligence models for themselves or any other party.
12.4GrantTree may use anonymised and aggregated information from its work to improve its services, tools and processes and to develop benchmarks and insights, provided that information does not identify, and cannot reasonably be used to identify or attribute information to, the Client or any individual, and this use is part of the Permitted Purpose. Nothing in this clause reduces GrantTree's obligations under sections 8, 9 and 11.
13.Termination
13.1Either party may terminate the Agreement by written notice if the other party commits a material breach that cannot be remedied, or fails to remedy a material breach within 21 days after written notice.
13.2Either party may terminate if the other party becomes insolvent, enters liquidation or administration, has a receiver appointed, or ceases or threatens to cease business.
13.3The parties may agree in writing to terminate an Agreement at any time.
13.4Either party may also end the overall engagement at any time by giving 1 month's written notice. Ending the engagement means no new work will be agreed. It does not affect work already agreed: any Scope of Works in progress, any remaining committed claims or similar committed work, accrued fees, success fees and the terms that apply to that work all continue until that work is completed or ends in line with its own terms.
13.5Termination does not affect accrued rights, unpaid Fees, contingent success fees, confidentiality obligations, intellectual property rights, data protection obligations, liability limits, or any term intended to survive termination.
14.Liability
14.1Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be limited or excluded.
14.2Each party is liable only for direct loss caused by its breach of the Agreement or negligence.
14.3Neither party is liable for loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, indirect loss, consequential loss, special loss or incidental loss.
14.4Funding outcomes depend on third-party decisions and many factors outside GrantTree's control. Subject to clause 14.1, GrantTree is not liable for the loss, reduction, withdrawal, clawback or non-receipt of any grant, award, tax relief, tax credit, rebate, investment or other funding outcome, however caused. Once a funding outcome has been received and the related Fees have been paid or become payable, any later loss, reduction, clawback or repayment of that funding does not entitle the Client to a refund or credit and does not reduce Fees still due. This clause does not prevent the Client from claiming the Fees it has paid for the relevant Scope of Works where GrantTree has breached the Agreement or been negligent, subject to clause 14.6.
14.5Complimentary Support is given in good faith to be helpful, but it is not paid-for advice. Subject to clause 14.1, GrantTree has no liability in connection with Complimentary Support, and the Client remains responsible for its own decisions and for obtaining paid or independent advice where needed.
14.6Subject to clause 14.1, each party's aggregate liability under or in connection with a Scope of Works, or other piece of work agreed in writing, will not exceed the Fees paid or payable by the Client for that Scope of Works or piece of work. Each Scope of Works is treated separately, so liability connected with one Scope of Works does not extend to Fees paid for any other work. This cap applies equally to both parties, but it does not limit the Client's obligation to pay agreed Fees, success fees, expenses, VAT, interest or other amounts properly due under the Agreement.
14.7GrantTree will have no liability for a claim unless the Client gives GrantTree written details of the claim as soon as reasonably practicable and, in any event, within 12 months after the Client first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, unless a longer period is required by law.
14.8The Client agrees to bring any claim relating to the Agreement only against GrantTree and not against any GrantTree director, shareholder, employee, contractor or agent personally.
14.9GrantTree maintains professional indemnity insurance and cyber insurance appropriate to the Services, and will provide summary details of its cover on request.
15.Changes and versions
15.1These Engagement Terms can be varied only by a Term Variation. Discussions, emails, quotes, statements of work and other written agreements may confirm the scope of work, fees, timetable or other commercial details, but they do not vary these Engagement Terms unless they include a Term Variation.
15.2Work may be agreed by email, quote, statement of work or other written agreement, and is governed by the version of these Engagement Terms most recently accepted by the Client when that work is agreed. Accepting a later Engagement Letter that refers to a newer version applies the newer version only to work agreed after that acceptance, and does not affect work already agreed, fees already incurred, or rights and liabilities arising before it took effect, unless the later Engagement Letter expressly states otherwise.
15.3If the documents that make up the Agreement are inconsistent, the order of priority is: (a) any variation stated in the Engagement Letter for a specific Scope of Works, which applies only to that Scope of Works; (b) any applicable Service Terms; (c) any Term Variations; and (d) these Engagement Terms. The Engagement Letter governs the agreed scope, fees and other commercial details. Term Variations vary these Engagement Terms only and do not vary any Service Terms.
16.General
16.1No waiver is effective unless given in writing.
16.2If any term is unlawful or unenforceable, the rest of the Agreement will continue in effect.
16.3Neither party may assign the Agreement without the other party's prior written consent, except that GrantTree may assign or transfer the Agreement as part of a business sale, reorganisation or group restructuring.
16.4The Agreement is not intended to benefit or be enforceable by any third party, except that GrantTree's directors, shareholders, employees, contractors and subcontractors may rely on the liability limitations and exclusions that protect GrantTree.
16.5The Agreement is the entire agreement between the parties for the relevant Services and supersedes previous discussions or arrangements about those Services. Nothing in this clause excludes liability for fraud.
16.6Neither party is liable for delay or failure caused by events beyond its reasonable control. If such an event continues for more than 60 consecutive days, either party may terminate by written notice, without affecting fees and costs accrued before termination.
16.7Notices must be in writing and sent by email. Notices to the Client must be sent to the billing and notices email stated in the Engagement Letter, or any other email address the Client notifies in writing. Notices to GrantTree must be sent to hello@granttree.co.uk or any other email address GrantTree notifies. Email notices are treated as received on the next working day after sending, unless the sender receives a delivery failure notice.
16.8The Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
16.9Each party confirms that it has the right, power and authority to enter into the Agreement, and that doing so does not breach any other agreement it has entered into.
