Terms and Conditions for Clients

These Terms and Conditions for Clients (the Terms) govern your access to and use of Tenderfy.io as a client, claimant or prospective claimant seeking proposals for R&D tax claim services.

Tenderfy.io is operated by Tenderfy R&D Tax Ltd, a company registered in England and Wales under company number 15821247, with registered office at 1 Kings Avenue, London, United Kingdom, N21 3NA (Tenderfy, we, us, our).

By creating an account, submitting a tender, publishing a tender, shortlisting a supplier, messaging a supplier, accepting a proposal or otherwise using the platform, you agree to these Terms on behalf of yourself and the organisation you represent.

1. Business-only use

1.1 The platform is intended for business use only. You must not use the platform as a consumer.

1.2 You confirm that you are at least 18 years old and have authority to bind the company, business, firm or organisation you register or represent on the platform.

1.3 You must ensure that all people who access the platform through your account comply with these Terms.

2. Definitions

In these Terms:

Adviser or Suppliermeans an independent R&D tax adviser, accountant, consultant, firm or other professional services provider approved by Tenderfy to view tenders and submit proposals.

Award means your acceptance, selection, appointment or proposed appointment of a Supplier for a tender or engagement, whether through the platform or otherwise following an introduction.

Client, Claimant, you or yourmeans the business user seeking proposals for R&D tax claim services.

Engagementmeans the direct contract or arrangement between you and a Supplier for R&D tax claim services.

Introduction means any identification of, access to, proposal from, communication with, shortlisting of, award to, or exchange of details with a Supplier through or because of the platform.

Platform means Tenderfy.io and any related website, dashboard, software, messaging system, tender workflow, proposal workflow, email notification, database, content and services operated by Tenderfy.

Proposal means a quote, bid, statement of work, expression of interest, fee proposal, response or offer submitted by a Supplier.

R&D Tax Claim Servicesmeans advice, preparation, review, support, submission assistance, additional information form support, claim notification support, HMRC enquiry support, amendment support or other services relating to UK research and development tax relief, R&D expenditure credit or connected corporation tax claim matters.

Tendermeans a request, brief, project listing, opportunity or related information submitted by you on the platform seeking R&D Tax Claim Services.

User Content means information, data, documents, tender details, project descriptions, financial information, technical information, messages, files, feedback and other material uploaded, submitted or transmitted by you through the platform.

3. Tenderfy's role

3.1 Tenderfy operates a business-to-business marketplace that enables Clients to publish tenders and receive proposals from approved Suppliers.

3.2 Tenderfy is not an R&D tax adviser, accountant, tax agent, law firm, HMRC agent, claims management company, broker of tax advice or regulated professional adviser.

3.3 Tenderfy does not provide tax, accounting, legal, financial, technical, R&D eligibility or HMRC submission advice.

3.4 Tenderfy is not a party to any Engagement between you and a Supplier. Any Engagement is a direct contract between you and the Supplier.

3.5 Tenderfy does not guarantee:

• that you will receive any proposals;
• that any proposal will meet your requirements;
• that any Supplier will accept your tender or agree to act for you;
• the quality, accuracy, suitability, availability, performance, solvency, conduct or regulatory status of any Supplier;
• that any R&D tax claim will be accepted by HMRC;
• that any tax benefit, payable credit, repayment, saving or outcome will be achieved.

3.6 You are responsible for carrying out your own due diligence on any Supplier before entering into an Engagement.

4. Account registration and security

4.1 You must provide accurate, complete and up-to-date account information.

4.2 Each account must be used for a single legal entity unless Tenderfy agrees otherwise in writing.

4.3 You are responsible for:

• keeping login details secure;
• all activity under your account;
• ensuring that only authorised personnel access your account;
• promptly notifying Tenderfy of suspected unauthorised access;
• keeping your company, billing and contact details up to date.

4.4 Tenderfy may require identity, company, authority, payment or security checks before allowing you to publish or continue using the platform.

5. Submitting and publishing tenders

5.1 You may submit a Tender through the platform in the form required by Tenderfy.

5.2 You are responsible for ensuring that your Tender is accurate, complete, lawful and not misleading.

5.3 Tenderfy may review, refuse, remove, amend, suspend, unpublish or reject a Tender where it reasonably believes that the Tender:

• is incomplete, inaccurate, misleading or inappropriate;
• relates to services outside the platform scope;
• creates legal, regulatory, reputational or operational risk;
• breaches these Terms;
• appears speculative, abusive, fraudulent or not genuinely intended to lead to an Engagement;
• includes content that should not be shared on the platform.

5.4 Tenderfy may choose the way in which tenders are displayed, categorised, ranked, promoted, notified or made available to Suppliers.

5.5 You must not include direct contact details in a Tender unless the platform expressly permits this.

6. Publication fee

6.1 To publish a Tender, you must pay a one-off publication fee of £299 plus VAT where applicable for each Tender.

6.2 The publication fee is collected at the point of publication through Stripe or another payment processor selected by Tenderfy.

6.3 The payment processor may apply its own terms, authentication steps, fraud checks and payment processing rules.

6.4 You must provide accurate billing and payment details. Tenderfy may withhold, suspend or remove publication of a Tender if payment fails, is reversed, is disputed, is subject to chargeback or appears fraudulent.

6.5 Unless stated otherwise, the publication fee covers publication of one Tender only and does not include tax advice, accounting advice, legal advice, claim review, adviser fees or any Supplier charges.

6.6 In addition to the publication fee, if a Supplier is awarded a Tender, enters into an Engagement with you, or otherwise provides R&D Tax Claim Services to you following an Introduction, Tenderfy charges the Supplier a commission based on the fees payable to, earned by or received by that Supplier in connection with the relevant Engagement or introduced relationship.

6.7 The Supplier commission is payable by the Supplier to Tenderfy. Tenderfy does not charge you an additional commission on Supplier fees, unless expressly agreed with you in writing.

6.8 You acknowledge that Suppliers may take their own commercial costs, including any commission payable to Tenderfy, into account when setting or negotiating their prices. You are responsible for reviewing, comparing, negotiating and agreeing Supplier fees before entering into an Engagement.

6.9 Tenderfy's receipt of commission from a Supplier does not make Tenderfy a party to the Engagement, does not make Tenderfy responsible for the Supplier's advice, work or conduct, and does not amount to an endorsement, warranty or guarantee of any Supplier or Proposal.

6.10 Supplier commission helps fund the operation, verification, support, development and administration of the marketplace.

7. Refunds and credits

7.1 The publication fee is non-refundable once the Tender is published.

7.2 Tenderfy may, at its discretion, provide a refund, partial refund or credit where:

• a verified technical failure prevented the Tender from being visible to Suppliers;
• Tenderfy rejects the Tender before publication after payment has been taken;
• Tenderfy is required by law to provide a refund;
• Tenderfy decides that a refund or credit is appropriate in exceptional circumstances.

7.3 Withdrawing, amending, cancelling, pausing or failing to award a Tender does not entitle you to a refund.

7.4 Material edits after publication may require a new publication fee if Tenderfy reasonably considers the edited Tender to be a new or substantially different opportunity.

8. What the platform provides

Subject to these Terms, payment of the publication fee and platform availability, Tenderfy may provide:

• publication of your Tender to approved Suppliers;
• visibility of proposals received through your dashboard;
• messaging, shortlisting and award tools;
• payment receipts and invoice records for Tenderfy fees;
• operational notifications relating to your Tender;
• support relating to use of the platform.

Tenderfy may change, suspend, improve, limit or remove platform features at any time.

9. Client responsibilities for R&D tax claims

9.1 You remain solely responsible for the accuracy, completeness, eligibility, validity and submission of any R&D tax claim, corporation tax return, amended return, claim notification form, additional information form, supporting report, technical narrative, cost schedule and other information provided to HMRC.

9.2 You must ensure that you understand, review and approve any claim or information submitted to HMRC on your behalf.

9.3 You are responsible for keeping adequate records to support any R&D tax claim.

9.4 Tenderfy does not verify the technical or financial basis of your R&D tax claim and does not check whether your project, expenditure, company or claim is eligible.

9.5 You should obtain appropriate professional advice before submitting or approving any R&D tax claim.

10. Supplier proposals and engagements

10.1 Proposals are submitted by Suppliers, not Tenderfy.

10.2 A Proposal is not accepted unless you and the Supplier enter into an Engagement or otherwise agree appointment terms.

10.3 You are responsible for agreeing all Engagement terms directly with the Supplier, including scope, fees, payment terms, deliverables, timetable, responsibilities, insurance, confidentiality, data protection and termination.

10.4 Before appointing a Supplier, you should consider requesting and reviewing:

• professional qualifications and experience;
• R&D tax claim experience relevant to your sector;
• professional indemnity insurance;
• anti-money laundering supervision status, where relevant;
• HMRC agent registration or agent services account status, where relevant;
• professional body membership, where relevant;
• complaint history, references and engagement terms;
• the Supplier's own privacy notice.

10.5 Tenderfy may facilitate introductions, messaging and records, but does not supervise or control the Supplier's advice or work.

11. No off-platform circumvention

11.1 You must not use the platform to identify, contact, benchmark, solicit or engage a Supplier and then bypass Tenderfy's platform process or commercial model.

11.2 For 24 monthsafter an Introduction, you must not appoint, instruct, contract with, pay, receive services from or otherwise engage an introduced Supplier outside Tenderfy's platform workflow for R&D Tax Claim Services, unless Tenderfy agrees in writing.

11.3 This restriction applies to you and your group companies, connected companies, directors, shareholders, employees, consultants, agents and any person acting on your behalf.

11.4 If you breach this clause, Tenderfy may suspend your account, remove your tenders, recover its losses, recover reasonable enforcement costs and seek injunctive or other equitable relief where appropriate.

12. Acceptable use

You must not:

• use the platform for unlawful, fraudulent, misleading or abusive purposes;
• misrepresent your identity, company, authority, financial position, R&D activity or claim status;
• upload false, misleading, defamatory, infringing, confidential third-party or unlawful content;
• use the platform to obtain free advice without genuine intent to appoint a Supplier;
• scrape, copy, harvest or misuse platform data;
• interfere with platform security, operation or availability;
• reverse engineer or copy the platform;
• contact Suppliers for unrelated marketing or services;
• bypass payment, introduction, tender or award workflows;
• disclose another user's confidential information except as permitted by these Terms.

13. User Content and rights

13.1 You retain ownership of your User Content.

13.2 You grant Tenderfy a non-exclusive, worldwide, royalty-free licence to host, copy, process, display, transmit, share, store and use your User Content as reasonably necessary to operate, secure, improve, evidence and enforce the platform and these Terms.

13.3 You warrant that:

• you have the right and authority to upload and share your User Content;
• your User Content is accurate, complete and not misleading;
• your User Content does not infringe third-party rights;
• your User Content does not breach confidentiality obligations owed to third parties;
• your User Content is lawful and does not contain malware.

13.4 Tenderfy may use anonymised and aggregated platform data for analytics, benchmarking, research, product improvement and marketing, provided that it does not identify you or disclose your confidential information.

14. Confidentiality

14.1 Tender information may include commercially sensitive technical, financial and tax information. You should not upload highly sensitive trade secrets, source code, patentable detail or third-party confidential information unless necessary for the Tender and permitted by law and contract.

14.2 Tenderfy will take reasonable steps to make Tender information available only as described in these Terms and the Privacy and Cookie Policy.

14.3 You must keep confidential any non-public Supplier, proposal, pricing, platform or commercial information you receive through the platform.

14.4 You must use Supplier confidential information only to evaluate, shortlist, award and manage the relevant Engagement.

14.5 Confidentiality obligations do not apply to information that is public other than through breach, already lawfully known, independently developed without reference to confidential information, or required to be disclosed by law or regulator.

15. Data sharing with Suppliers

15.1 When you publish a Tender, the Tender brief and related information may be visible to approved Suppliers.

15.2 Tenderfy may withhold or mask direct contact details until shortlisting, award or another platform stage determined by Tenderfy.

15.3 If you shortlist, message, award or otherwise engage with a Supplier, Tenderfy may share additional details with that Supplier to enable the platform purpose.

15.4 Once you appoint a Supplier, the Supplier will process personal data as an independent controller for its own professional services unless a separate written agreement states otherwise.

15.5 Further information is set out in Tenderfy's Privacy and Cookie Policy.

16. Reviews, feedback and complaints

16.1 Tenderfy may allow Clients and Suppliers to leave feedback, ratings or reviews.

16.2 Feedback must be honest, fair, lawful and based on genuine experience.

16.3 Tenderfy may moderate, remove or refuse feedback where it appears false, abusive, defamatory, confidential, misleading, unlawful or irrelevant.

16.4 Complaints about Tenderfy should be sent to admin@tenderfy.io.

16.5 Complaints about Supplier work should first be raised with the Supplier under the Supplier's own engagement terms. Tenderfy may assist with communication but is not required to adjudicate professional, fee, negligence, tax or service disputes between you and a Supplier.

17. Suspension and termination

17.1 Tenderfy may suspend, restrict or terminate your account, remove content or block publication where it reasonably believes that:

• you have breached these Terms;
• your account creates security, legal, regulatory, reputational or operational risk;
• payment has failed or been disputed;
• you have misused the platform;
• you have attempted to circumvent Tenderfy;
• required verification or information is not provided;
• Tenderfy is required to do so by law, regulator or payment processor.

17.2 You may stop using the platform at any time, but accrued rights and obligations continue.

17.3 Termination does not affect payment obligations, confidentiality, non-circumvention, liability, data protection, intellectual property, dispute resolution or any other clause intended to survive termination.

18. Platform availability and changes

18.1 Tenderfy will use reasonable skill and care in operating the platform but does not guarantee uninterrupted, error-free or secure access.

18.2 The platform may be unavailable due to maintenance, upgrades, security work, failures, third-party services, internet issues or events outside Tenderfy's control.

18.3 Tenderfy may change the platform, fees, workflows, verification requirements, tender display rules or these Terms from time to time.

18.4 Where changes materially affect your rights or obligations, Tenderfy will take reasonable steps to notify you or require re-acceptance.

19. Fees, taxes and VAT

19.1 All Tenderfy fees are stated exclusive of VAT unless expressly stated otherwise.

19.2 You are responsible for any VAT, tax, duties, bank fees, card fees, currency conversion charges or other charges applicable to your use of the platform, except for taxes based on Tenderfy's own income.

19.3 You must not make any deduction, withholding, set-off or counterclaim against amounts due to Tenderfy unless required by law.

20. Disclaimers

20.1 The platform is provided on an as is and as available basis.

20.2 Tenderfy excludes all warranties, representations, conditions and terms to the fullest extent permitted by law, including implied warranties of satisfactory quality, fitness for purpose, professional outcome, accuracy, availability and non-infringement.

20.3 Nothing in these Terms excludes liability that cannot legally be excluded.

21. Liability

21.1 Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be limited or excluded by law.

21.2 Subject to clause 21.1, Tenderfy is not liable for:

• loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data;
• indirect, consequential or special loss;
• failed, reduced, delayed, amended, withdrawn or challenged R&D tax claims;
• HMRC enquiries, penalties, interest, refusals, repayments, adjustments or decisions;
• Supplier acts, omissions, advice, negligence, fees, insolvency, delay or misconduct;
• your failure to review or approve information submitted to HMRC;
• platform unavailability or third-party service failures.

21.3 Subject to clauses 21.1 and 21.2, Tenderfy's total aggregate liability to you arising out of or in connection with these Terms or the platform is limited to the greater of:

• the publication fees paid by you to Tenderfy in the 12 months before the event giving rise to the claim; or
• £500.

21.4 Your liability cap does not apply to payment obligations, non-circumvention, confidentiality breaches, misuse of confidential information, infringement of intellectual property rights, unlawful User Content, fraud, deliberate breach or indemnities.

22. Indemnity

You indemnify Tenderfy against losses, liabilities, damages, costs, expenses and claims arising from:

• your breach of these Terms;
• your User Content;
• your misuse of the platform;
• your breach of confidentiality, data protection, intellectual property or non-circumvention obligations;
• any dispute between you and a Supplier;
• any R&D tax claim or HMRC matter relating to you or your company, except to the extent caused by Tenderfy's breach of these Terms.

23. Notices

23.1 Tenderfy may give notices by email, dashboard notification, website notice or post using the contact details on your account.

23.2 Legal notices to Tenderfy should be sent to admin@tenderfy.io and by post to the registered office stated above.

23.3 You are responsible for keeping your contact details up to date.

24. Assignment

24.1 You may not assign, transfer, subcontract or deal with your rights or obligations under these Terms without Tenderfy's prior written consent.

24.2 Tenderfy may assign or transfer its rights and obligations to a group company, purchaser of its business or assets, or successor platform operator.

25. Severance

If any part of these Terms is found invalid, unlawful or unenforceable, that part will be treated as modified to the minimum extent necessary to make it valid, lawful and enforceable. If modification is not possible, that part will be deemed deleted. The remaining Terms will continue in force.

26. Entire agreement

These Terms, together with the Privacy and Cookie Policy and any payment terms presented at checkout, form the entire agreement between you and Tenderfy relating to your use of the platform as a Client.

27. Third-party rights

No person other than you and Tenderfy has rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999, unless these Terms expressly state otherwise.

28. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter or formation.