Terms and Conditions for Suppliers

These Terms and Conditions for Suppliers (the Agreement) govern your access to and use of Tenderfy.io as a supplier, adviser or professional services provider wishing to quote for R&D tax claim opportunities.

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 a supplier account, applying for approval, accessing a tender, submitting a proposal, messaging a client, accepting an award, entering into a client engagement or otherwise using the platform as a Supplier, you agree to this Agreement 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 firm, company, partnership, sole trader business or organisation you register or represent.

1.3 Each Supplier account must relate to a single legal entity unless Tenderfy agrees otherwise in writing.

2. Definitions

In this Agreement:

Awardmeans a Client's acceptance, selection, appointment or proposed appointment of a Supplier for a tender or engagement, whether through the platform or otherwise following an Introduction.

Client or Claimantmeans a UK company, business or authorised representative seeking proposals for R&D Tax Claim Services through the platform.

Client Agreement means any engagement letter, contract, terms of business, statement of work, proposal, fee agreement, side letter, renewal, variation, extension or other arrangement between you and an Introduced Client.

Commission means the commission payable by you to Tenderfy under this Agreement.

Commissionable Revenuemeans all amounts, fees, success fees, fixed fees, contingent fees, retainers, recurring fees, renewal fees, extension fees, milestone fees, referral fees, cancellation fees, settlement sums, expenses charged with margin, discounts taken as benefit, non-cash consideration, set-offs, credits and any other value or consideration invoiced, received, receivable, earned, credited to, set off against or otherwise obtained by you or a Connected Person in connection with R&D Tax Claim Services for an Introduced Client, excluding VAT properly charged to the Client.

Commission Period means the full lifetime of the Client Agreement with the Introduced Client, including all renewals, repeats, extensions, amendments, replacements, follow-on work, group company work and substantially similar arrangements connected to the original Introduction.

Connected Person means any director, shareholder, member, partner, employee, consultant, subcontractor, agent, affiliate, group company, successor entity or business operating under common control.

Group Company means any holding company, subsidiary, subsidiary undertaking, parent undertaking, associated company, commonly controlled entity or successor entity.

Introduction means any access to, disclosure of, identification of, matching with, tender from, proposal to, communication with, shortlisting by, award by, exchange of details with, or other connection to a Client through or because of the platform, whether by dashboard, tender, proposal, message, email, notification, integration, API or Tenderfy staff.

Introduced Clientmeans any Client introduced to you through or because of the platform, including that Client's Group Companies, Connected Persons, successors, assigns and entities under common control where the opportunity, work or relationship arises from or is connected to the original Introduction.

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 you.

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.

Supplier, Adviser, you or your means the supplier, adviser, accountant, consultant, firm or other professional services provider using the platform to view tenders or submit proposals.

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

3. Tenderfy's role

3.1 Tenderfy operates a business-to-business marketplace connecting Clients with independent 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 supervise, approve, warrant or take responsibility for your advice, services, claims, calculations, reports, submissions, client communications, professional standards or compliance obligations.

3.4 You contract directly with Clients. Tenderfy is not a party to any Client Agreement.

3.5 Tenderfy does not guarantee that you will receive access to tenders, submit proposals, win work, receive payment from Clients or achieve any level of revenue.

4. Supplier status

4.1 You act as an independent contractor and professional service provider.

4.2 Nothing in this Agreement creates a partnership, agency, employment, fiduciary relationship, joint venture, franchise, representative authority or exclusive relationship between you and Tenderfy.

4.3 You must not hold yourself out as being employed by, endorsed by, supervised by, regulated by or acting as agent for Tenderfy.

4.4 You are solely responsible for your personnel, subcontractors, taxes, insurance, professional obligations, regulatory obligations and services to Clients.

5. Registration, approval and verification

5.1 Supplier registration is free, but registration does not guarantee approval or continued access to tenders.

5.2 You must complete Tenderfy's verification process before you may submit proposals or access tender information beyond the level permitted by Tenderfy.

5.3 Verification may include checks on identity, company status, directors, beneficial owners, professional experience, professional body membership, anti-money laundering supervision, HMRC agent registration or agent services account status, professional indemnity insurance, sanctions, adverse media, complaints, references and other matters Tenderfy considers relevant.

5.4 You must provide accurate, complete and up-to-date verification information and promptly notify Tenderfy of any change.

5.5 Tenderfy may approve, reject, suspend, restrict, revoke or repeat verification at any time where it reasonably considers this appropriate.

5.6 You must not submit proposals while unverified, suspended or restricted.

6. Professional and regulatory standards

6.1 You must provide R&D Tax Claim Services with reasonable skill, care, diligence, integrity and professional competence.

6.2 You must comply with all laws, regulations, rules, standards, guidance and professional obligations applicable to your business and services, including where relevant:

• HMRC's Standard for Agents;
• mandatory HMRC tax adviser registration and agent services account requirements;
• anti-money laundering laws and supervision requirements;
• sanctions laws and financial crime controls;
• professional body rules and codes of conduct;
• professional indemnity insurance requirements;
• data protection and confidentiality obligations;
• rules relating to R&D claim notification, additional information forms, CT600/CT600L submissions, amended returns and HMRC enquiries.

6.3 You must maintain professional indemnity insurance appropriate to the nature and value of the services you provide, with cover of not less than £1,000,000 per claim unless Tenderfy agrees a different amount in writing.

6.4 You must not submit, encourage, support or facilitate any claim that you know or ought reasonably to know is false, misleading, unsupported, abusive or non-compliant.

6.5 You must ensure that each Client has the opportunity to review and approve any report, calculation, additional information form, claim notification, corporation tax return entry, amended return or other information before it is submitted to HMRC on the Client's behalf.

6.6 You must keep adequate records of your work, advice, evidence, calculations, Client approvals and communications.

7. Supplier profile and proposals

7.1 Your profile, credentials, proposal content, fees, experience, availability and service descriptions must be accurate, complete and not misleading.

7.2 You must not exaggerate claim success rates, imply guaranteed HMRC outcomes, misrepresent your relationship with HMRC or suggest that Tenderfy has approved the technical quality of your work.

7.3 Unless clearly stated otherwise in the Proposal, each Proposal must remain open for acceptance for at least 30 days from submission.

7.4 You are responsible for ensuring that Proposal fees, assumptions, exclusions, deliverables, timescales and responsibilities are clear.

7.5 Tenderfy may remove, hide or require changes to profiles or proposals that it reasonably considers inaccurate, misleading, inappropriate, unlawful or damaging to the platform.

8. Client engagements

8.1 Any Engagement is a direct contract between you and the Client.

8.2 You must ensure that each Client Agreement contains clear terms covering scope, fees, payment terms, deliverables, Client responsibilities, timetable, confidentiality, data protection, limitation of liability, complaints and termination.

8.3 You must not include terms in a Client Agreement that conflict with your payment, reporting, commission, audit, confidentiality, non-circumvention or data protection obligations to Tenderfy.

8.4 You are responsible for invoicing and collecting fees from Clients unless Tenderfy expressly agrees a different process in writing.

8.5 Tenderfy is not responsible for Client non-payment, insolvency, delay, misconduct, inaccurate information or failure to cooperate.

9. Commission

9.1 In return for access to introduced opportunities and the platform, you must pay Tenderfy Commission equal to 10% of Commissionable Revenue.

9.2 Commission is payable on all Commissionable Revenue from each Introduced Client during the Commission Period.

9.3 Commission applies whether the Client Agreement is entered into on-platform or off-platform, before or after account closure, directly or indirectly, and whether the work is performed by you or by a Connected Person.

9.4 Commission applies to all R&D Tax Claim Services for an Introduced Client, including:

• the initial tendered project;
• repeat R&D tax claims;
• renewal or extension work;
• amended claims;
• HMRC enquiry support;
• claim notification and additional information form support;
• group company work;
• replacement or restructured arrangements;
• work transferred to a Connected Person;
• work arising from a referral, recommendation, introduction or relationship connected to the original Introduction.

9.5 Commission is calculated on Commissionable Revenue excluding VAT properly charged to the Client.

9.6 You must not structure fees, discounts, credits, referrals, subcontracts, group arrangements or payment flows to avoid or reduce Commission.

9.7 Commission obligations survive expiry, suspension or termination of this Agreement and continue for the Commission Period.

10. Commission reporting and payment

10.1 You must notify Tenderfy within 7 days after any of the following events:

• a Client indicates an intention to appoint you;
• you enter into a Client Agreement with an Introduced Client;
• you invoice or become entitled to invoice an Introduced Client;
• you receive payment, credit, set-off or other value from an Introduced Client;
• a Client Agreement is renewed, extended, varied, replaced, terminated or disputed.

10.2 You must provide Tenderfy with reasonable details of each Client Agreement and Commissionable Revenue, including Client name, project, date, fee basis, invoice dates, amounts invoiced, amounts received, VAT and expected further fees.

10.3 Tenderfy may require monthly revenue reports and may require nil returns where no Commissionable Revenue has arisen.

10.4 Unless Tenderfy agrees otherwise, Commission is invoiced monthly and payable within 14 days of the invoice date.

10.5 If you fail to report Commissionable Revenue, Tenderfy may invoice Commission based on information available to it and may adjust the invoice when further information is provided.

10.6 If a Client fee is refunded, credited or written off in good faith and not as part of an avoidance arrangement, Tenderfy may issue an appropriate Commission credit or adjustment.

10.7 Failure to report or pay Commission is a material breach of this Agreement.

11. Late payment and recovery costs

11.1 Tenderfy may charge interest on overdue Commission at 4% per year above the Bank of England base rate, calculated daily from the due date until payment.

11.2 You must reimburse Tenderfy for reasonable costs incurred in recovering unpaid Commission, including legal fees, debt collection costs, audit costs and enforcement costs.

11.3 You must not withhold, deduct, set off or counterclaim against Commission unless required by law or agreed by Tenderfy in writing.

12. Audit and records

12.1 You must keep complete and accurate records relating to Introduced Clients, Client Agreements, invoices, receipts, credits, fee arrangements and Commissionable Revenue for at least 6 years.

12.2 Tenderfy may, on reasonable notice, request records reasonably necessary to verify Commission, including engagement letters, statements of work, proposals, invoices, credit notes, payment records, accounting ledgers, CRM records, correspondence and bank records limited to Introduced Client payments.

12.3 You must cooperate with reasonable audit requests and provide information promptly.

12.4 Tenderfy may appoint an accountant, auditor or legal adviser to assist with an audit, subject to reasonable confidentiality obligations.

12.5 If an audit identifies underreported Commission of more than 5%for the audited period, you must pay the underreported Commission, interest and Tenderfy's reasonable audit costs.

12.6 Refusal to cooperate with an audit is a material breach.

13. Non-circumvention

13.1 You must not bypass, avoid, reduce or attempt to avoid Tenderfy's Commission or platform protections.

13.2 You must not, without Tenderfy's prior written consent:

• contact a Client off-platform before the platform permits contact;
• enter into an off-platform arrangement with an Introduced Client to avoid Commission;
• route work through a Connected Person to avoid Commission;
• ask a Client to cancel, withdraw, relist or reissue a Tender to avoid Commission;
• provide R&D Tax Claim Services to an Introduced Client under a different entity, brand, subcontractor or referral route to avoid Commission;
• use Client contact details, tender information or platform information for unrelated marketing or services.

13.3 The non-circumvention obligations apply during this Agreement and for 24 months after the latest Introduction, communication, Tender access, Proposal submission, Award, Client Agreement, invoice, payment or other platform-connected interaction with the relevant Client.

13.4 The obligation to pay Commission continues separately for the full Commission Period.

13.5 You acknowledge that breach of this clause may cause Tenderfy loss that is difficult to quantify. Tenderfy may recover unpaid Commission, interest, audit costs, enforcement costs and other losses, and may seek injunctive or equitable relief where appropriate.

14. Confidentiality and tender information

14.1 Tender information may include confidential technical, financial, commercial, tax and business information.

14.2 You must use Client and Tender information only to assess, quote for, win and deliver the relevant Engagement.

14.3 You must not disclose, copy, exploit, reverse engineer, publish, market to, sell, transfer or use Tender information for any unrelated purpose.

14.4 You must restrict access to confidential information to personnel, subcontractors and professional advisers who need to know and are bound by confidentiality obligations.

14.5 You must promptly notify Tenderfy and the relevant Client of any unauthorised disclosure, loss or misuse of confidential information.

14.6 Confidentiality obligations survive termination.

15. Data protection

15.1 You must comply with UK data protection laws when using the platform and when processing Client personal data.

15.2 Tenderfy acts as an independent controller for platform account, tender, proposal, messaging, verification, billing, security and analytics data.

15.3 Once you are appointed by a Client, you will usually act as an independent controller for personal data processed in connection with your professional services unless a separate written agreement states otherwise.

15.4 You must provide your own privacy notice to Clients where required.

15.5 You must implement appropriate technical and organisational measures to protect personal data.

15.6 You must notify Tenderfy promptly of any personal data breach affecting platform data, Client data obtained through the platform or Tenderfy data.

15.7 You must not transfer personal data outside the UK except in compliance with UK data protection laws.

16. Subcontracting

16.1 You must not subcontract material R&D Tax Claim Services for an Introduced Client without informing the Client and ensuring appropriate contractual protections.

16.2 You remain responsible for all acts and omissions of your personnel, agents, contractors and subcontractors.

16.3 Subcontracting does not reduce or avoid Commission.

17. Complaints and regulatory matters

17.1 You must maintain a fair and prompt complaints process.

17.2 You must notify Tenderfy promptly if:

• you receive a material Client complaint connected to the platform;
• you become subject to regulatory, HMRC, professional body, AML, sanctions or disciplinary investigation;
• your professional indemnity insurance is cancelled, refused, restricted or materially changed;
• your HMRC agent registration, AML supervision, professional membership or verification status changes;
• you become insolvent or unable to perform services.

17.3 Tenderfy may suspend or restrict your access while it investigates complaints or regulatory concerns.

18. Reviews and feedback

18.1 Tenderfy may allow Clients to leave reviews, ratings or feedback.

18.2 Tenderfy may moderate, remove or refuse feedback where it reasonably considers it false, abusive, defamatory, confidential, misleading, unlawful or irrelevant.

18.3 You must not manipulate reviews, pressure Clients to leave misleading reviews or retaliate against Clients for honest feedback.

19. Intellectual property

19.1 Tenderfy and its licensors own all intellectual property rights in the platform, brand, software, data structure, workflows, content and materials made available by Tenderfy.

19.2 You must not copy, reproduce, modify, scrape, reverse engineer, resell, sublicense or create derivative works from the platform except as permitted by Tenderfy.

19.3 You retain ownership of your pre-existing materials and work product created for Clients, subject to your Client Agreements.

19.4 You grant Tenderfy a non-exclusive, worldwide, royalty-free licence to use your profile, logo, proposal metadata and anonymised performance data for platform operation, analytics, benchmarking, trust, safety and marketing, provided this does not disclose confidential Client information.

20. Acceptable use

You must not:

• use the platform unlawfully, fraudulently or abusively;
• misrepresent your identity, authority, experience, qualifications, regulatory status, insurance, fees or services;
• submit false, misleading or unsupported proposals;
• access tenders for purposes other than genuine quoting;
• scrape, harvest, copy or misuse platform or Client data;
• upload malware or interfere with platform security;
• contact Clients for unrelated marketing or services;
• circumvent Tenderfy's Commission model;
• use the platform to facilitate non-compliant R&D tax claims;
• breach confidentiality, data protection or intellectual property obligations.

21. Suspension and termination

21.1 Tenderfy may suspend, restrict or terminate your account where it reasonably believes that:

• you have breached this Agreement;
• you have failed verification or no longer meet approval requirements;
• you have failed to report or pay Commission;
• you have attempted to circumvent Tenderfy;
• you present legal, regulatory, security, reputational or commercial risk;
• you have received repeated or serious complaints;
• you are insolvent or unable to perform services;
• Tenderfy is required to act by law, regulator, payment processor or professional concern.

21.2 You may close your account by giving written notice to Tenderfy, but closure does not affect accrued rights or obligations.

21.3 Termination does not affect Commission, reporting, audit, payment, confidentiality, non-circumvention, data protection, indemnity, liability, intellectual property, dispute resolution or any clause intended to survive termination.

22. No warranty

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

22.2 Tenderfy does not warrant that the platform will be uninterrupted, error-free, secure, profitable or suitable for your business.

22.3 Tenderfy does not guarantee access to tenders, proposal volumes, Awards, Client quality, Client payment or revenue.

23. Liability

23.1 Nothing in this Agreement 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.

23.2 Subject to clause 23.1, Tenderfy is not liable for:

• loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data;
• indirect, consequential or special loss;
• Client non-payment, insolvency, delay, misconduct or inaccurate information;
• failed, reduced, delayed, challenged or refused R&D tax claims;
• HMRC enquiries, penalties, interest, refusals, repayments, adjustments or decisions;
• platform unavailability or third-party service failures.

23.3 Subject to clauses 23.1 and 23.2, Tenderfy's total aggregate liability to you arising out of or in connection with this Agreement or the platform is limited to the greater of:

• Commission paid by you to Tenderfy in the 12 months before the event giving rise to the claim; or
• £1,000.

23.4 Your liability cap does not apply to payment obligations, unpaid Commission, reporting failures, audit failures, non-circumvention, confidentiality breaches, data protection breaches, intellectual property infringement, fraud, dishonesty, deliberate breach or indemnities.

24. Indemnity

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

• your breach of this Agreement;
• your services, advice, proposals, Client Agreements or R&D tax claim work;
• your failure to comply with law, regulation, HMRC requirements, professional standards or AML obligations;
• your failure to report or pay Commission;
• your non-circumvention or avoidance arrangements;
• complaints, disputes or claims by Clients relating to your acts or omissions;
• your breach of confidentiality, data protection or intellectual property obligations;
• acts or omissions of your personnel, contractors, subcontractors, agents or Connected Persons.

25. Changes to this Agreement

25.1 Tenderfy may update this Agreement from time to time.

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

25.3 Continued use of the platform after an updated Agreement takes effect constitutes acceptance of the updated Agreement.

26. Notices

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

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

26.3 You must keep your contact details up to date.

27. Assignment

27.1 You may not assign, transfer, subcontract or deal with your rights or obligations under this Agreement without Tenderfy's prior written consent.

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

28. Severance

If any part of this Agreement 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 Agreement will continue in force.

29. Entire agreement

This Agreement, together with the Privacy and Cookie Policy and any verification or payment terms presented on the platform, forms the entire agreement between you and Tenderfy relating to your use of the platform as a Supplier.

30. Third-party rights

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

31. Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it, its 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 this Agreement, its subject matter or formation.