Service Agreement.

These Service Agreement terms apply to every engagement between FedOP Service (“FedOP,” “we,” “us”) and the applicant or organisation engaging our professional services (“Client,” “you,” “your”). They are activated by, and qualified by, the signed engagement letter issued for each individual engagement. In case of any conflict, the signed engagement letter prevails.

1. Definitions

In these Service Agreement terms and in any engagement letter:

• “Engagement” — the professional services relationship between you and FedOP created when both parties have signed an engagement letter.
• “Engagement letter” — the written scope that defines the services, deliverables, fees, timeline and responsibilities for a specific Engagement. The engagement letter is incorporated into and forms part of these Service Agreement terms.
• “Deliverables” — the documents, plans, applications, narratives, budgets and other work product FedOP produces for you under an Engagement.
• “Confidential Information” — any non-public information shared by one party with the other in connection with the Engagement, including your identity, project, financial information, business plans and any information you share with us.
• “Funder” — the funding organisation, government department, foundation or other entity to whom your application is submitted.
• “Working Days” — Monday to Friday, excluding public holidays in the jurisdiction of FedOP's lead licensed partner.

2. Engagement letter

Every Engagement starts with a written engagement letter that describes:

• The services being delivered (for example, opportunity research, eligibility guidance, proposal development, document review, submission support or a combination).
• The deliverables we will produce and the timeline for each, including review windows and submission deadlines.
• The professional fee, the payment schedule and any expenses or disbursements that will be charged at cost with prior approval.
• Your responsibilities — including the timely provision of information, source documents and decisions on eligibility, narrative direction and submission strategy.
• The named consultant who will lead the Engagement and the support team.
• Any milestones, deliverable acceptance criteria and grounds for revision within the agreed scope.
• The fee basis — fixed fee, percentage of funded amount, or hybrid — and how any variable amount is calculated.

Work begins only after both parties have signed the engagement letter. Estimates, proposals, intake responses and conversations prior to the signed engagement letter are non-binding.

3. Our services

FedOP provides professional consulting and application-support services. Specifically, we help you to:

• Identify suitable funding opportunities matched to your profile, sector and goals.
• Assess your eligibility against the Funder's published criteria.
• Prepare your application materials — narrative, budget, supporting documents and annexes — to a professional standard.
• Navigate submission portals and respond to completeness checks.
• Monitor application status, respond to Funder queries and keep you informed through to the Funder's decision.

We do not provide the funding itself; we do not decide who is awarded funding; we do not act as a Funder, an intermediary that holds funds on your behalf, or a legal, accounting or tax adviser (unless explicitly engaged in those capacities in writing). Our role is professional application support.

4. Fees and payment

Fees are set out in the engagement letter. The precise fee basis is always agreed in writing before work begins. Smaller or fixed-fee engagements are available depending on scope and complexity.

4.1 What the fee covers

• Time and expertise of the named consultant and support team.
• Document preparation, drafting, quality review and revision within the agreed scope.
• Portal navigation and submission support.
• Coordination with any third-party experts explicitly named in the engagement letter.

4.2 What the fee does not cover

• Government fees, application fees or filing charges payable to the Funder (passed through at cost).
• Third-party disbursements such as certified translations, courier, notarisation or legal opinions (passed through at cost with prior written approval).
• Premium services outside the agreed scope, such as independent legal review or audit-grade financial modelling.

4.3 Payment schedule

Invoices are issued on the schedule set out in the engagement letter (for example, 50% on signing and 50% on submission, or monthly in arrears). Invoices are payable within the period stated in the engagement letter (typically 14 or 30 days). Late payment may pause work and may accrue interest at the rate permitted by applicable law.

4.4 What the fee never is

Our fee is never contingent on a funding outcome, never payable by or to any Funder, never routed through any third party on our behalf, and never takes any form of equity, royalty or revenue share in your project. Engaging FedOP does not influence, increase or replace the Funder's award decision.

5. Cancellations and refunds

Cancellation terms are set out in the engagement letter and summarised in our Refund Policy. In summary:

• Either party may cancel an Engagement for convenience on written notice (typically 14 days).
• Fees for work performed up to the cancellation date remain payable; unearned advance fees are refunded.
• If we materially fail to deliver a service we agreed to, and you have given us reasonable opportunity to remedy, you may be entitled to a partial or full refund for the affected deliverable.

6. Client responsibilities

You agree to:

• Provide accurate, complete and timely information that we need to deliver the services.
• Make decisions on eligibility, narrative direction and submission strategy within the agreed timelines.
• Review drafts and provide consolidated feedback within the agreed windows so we can meet Funder deadlines.
• Pay invoices when due.
• Confirm in writing that you have the right to share any third-party information (for example, a co-applicant's data, a partner's financial statements) that we need to include in your application.
• Comply with the Funder's published eligibility rules and any conflict-of-interest disclosure obligations.

Where delays are caused by missing or late Client information, FedOP is not responsible for missed Funder deadlines.

7. Confidentiality

Each party agrees to:

• Keep the other party's Confidential Information confidential.
• Use Confidential Information only for the purpose of the Engagement.
• Not disclose Confidential Information to any third party except (a) named consultants on the Engagement, (b) service providers bound by the same obligations, or (c) where required by law.
• Protect Confidential Information with at least the same standard of care it uses to protect its own confidential information of similar importance, and never less than reasonable care.

These confidentiality obligations survive termination of the Engagement and continue for five (5) years after the Engagement closes, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

We may share your information with the Funder where you have authorised submission, with a licensed partner where an Engagement requires partner involvement, or with a competent authority where required by law. Each such recipient is bound by confidentiality obligations at least as protective as these.

8. Data protection

We process personal information in connection with the Engagement in accordance with our Privacy Policy and Data Protection pages, which are incorporated into these Service Agreement terms.

9. Intellectual property

You retain ownership of the underlying information you provide to us, and of any pre-existing materials you bring to the Engagement (“Client IP”). We retain ownership of our methodologies, templates, questionnaires, scoring matrices and tools developed independently of any Engagement (“FedOP IP”).

On full payment of all fees due under the engagement letter, the Deliverables produced specifically for you become your property, on a worldwide, royalty-free, non-exclusive basis, for the purpose for which they were prepared. The underlying FedOP IP embedded in the Deliverables remains ours, and you receive a non-exclusive licence to use it solely as part of the Deliverables.

10. Outcomes and funder decisions

All funding decisions are made by the relevant Funder, not by FedOP. We do not and cannot guarantee any particular outcome. Our Engagement is to prepare the strongest possible application on your behalf and to support you professionally through the process. Past success of a Funder's programme for one applicant does not guarantee any outcome for another.

11. Disclaimer of warranties

Except as expressly stated in the engagement letter, all services and Deliverables are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, FedOP disclaims all representations, warranties and conditions of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, except where such disclaimer is prohibited by applicable law.

12. Limitation of liability

To the maximum extent permitted by applicable law, FedOP's total aggregate liability under any Engagement is limited to the professional fees actually paid by you for that Engagement in the 12 months immediately preceding the event giving rise to the claim.

FedOP is not liable for any indirect, incidental, special, indirect or consequential damages, including lost profits, lost opportunities, reputational harm, or damages claimed by a third party, even if FedOP has been advised of the possibility of such damages.

Nothing in these terms excludes or limits any liability that cannot be excluded or limited under applicable law (including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence).

13. Indemnity

You agree to indemnify FedOP and its licensed partners against any losses, damages or costs (including reasonable legal fees) suffered or incurred as a result of:

• Your breach of these Service Agreement terms.
• Your breach of the engagement letter.
• Your misuse of our services.
• Information you provided to us that infringes a third party's rights or breaches a duty of confidentiality you owe to a third party.
• Your submission of an application that contains material misrepresentations or omissions.

14. Termination

Either party may terminate an Engagement for convenience on written notice (typically 14 days). Either party may terminate immediately for material breach, insolvency, regulatory disqualification, or conduct that brings the other party's reputation into serious disrepute.

On termination:

• Fees for work performed up to the termination date remain payable.
• Unearned advance fees for work not yet performed are refundable.
• Confidential Information is returned or destroyed as you request, except where we are required to retain it by law.
• Provisions that by their nature should survive termination — including confidentiality, IP allocation, limitation of liability, indemnity, dispute resolution — continue to apply.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural events, government action, war, civil unrest, internet or utility failure, pandemic, labour disruption or a Funder's unilateral change to its programme. The affected party will notify the other as soon as practicable, and the parties will work in good faith to reschedule the affected milestones. If a force-majeure event continues for more than 30 days, either party may terminate the Engagement on written notice.

16. Anti-bribery and sanctions

Each party agrees to comply with all applicable anti-bribery, anti-money-laundering and sanctions laws (including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and OFAC sanctions). FedOP will not pay, offer or accept any bribe, kickback or improper payment to or from any person in connection with an Engagement or any application.

17. Independent contractors

The relationship between you and FedOP is that of independent contractors. Nothing in these terms creates a partnership, joint venture, agency, employment or fiduciary relationship. Neither party has authority to bind the other.

18. Notices

Notices under these terms must be in writing and delivered by email to the address recorded in the engagement letter. Notice is deemed received on the next business day after sending, provided the sender does not receive a delivery failure notice.

19. Dispute resolution

The parties will attempt to resolve any dispute amicably within 30 days of written notice of the dispute. If no resolution is reached, the dispute will be referred to mediation under the rules of the relevant mediation body in the jurisdiction of the lead licensed partner. If mediation does not resolve the dispute within a further 30 days, either party may commence formal proceedings in the competent courts of that jurisdiction.

Nothing prevents either party from seeking urgent injunctive relief in a competent court to protect a right that would be lost or seriously prejudiced by the time mediation completed.

20. Governing law

These Service Agreement terms are governed by and construed in accordance with the laws of the jurisdiction in which FedOP's lead licensed partner is registered, without regard to conflict-of-laws principles.

21. Severability and waiver

If any provision of these terms is held by a competent authority to be invalid or unenforceable, the remaining provisions continue in full force. Failure or delay by either party to exercise a right does not waive that right.

22. Assignment

Neither party may assign or transfer an Engagement without the other's prior written consent, except that FedOP may assign to an affiliate or to a successor in connection with a corporate reorganisation.

23. Entire agreement

The engagement letter and these Service Agreement terms together constitute the entire agreement between the parties on the subject matter and supersede any prior discussions, representations or agreements. Any amendment must be in writing and signed by both parties.

24. Acceptance

By signing the engagement letter (or, where applicable, by instructing us in writing to begin work), you confirm that you have read these Service Agreement terms, agree to be bound by them, and have the authority to enter into the Engagement on your own behalf or on behalf of the organisation you represent.