Framework agreement

Grant Mastermind Partner Framework Agreement

Version 2.1 · 9 October 2026

Parties

ONE PERCENT NETWORK LLC, a New Mexico (USA) limited liability company, business ID 0008028669, of 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, USA, trading as Grant Mastermind ("OPN").

The firm, accountancy, advisory practice or company identified in the acceptance record of this agreement ("the Firm"), which contracts in the course of its business or profession and not as a consumer.

This agreement, its annexes and each accepted Order Sheet form a single contract.

1. Terms used in this agreement

• End Client: the Firm's client applying for funding (association, foundation, company, sole trader or other).
• Application File: one End Client's application to one specific call.
• Full draft: a complete version of the narrative, the budget and the official forms listed in clause 3.1, ready for the round of changes. It may leave blank only what depends on data or documents still awaited from the Firm or the End Client, flagged as such.
• Order Sheet: the document in Annex 2 by which the Firm orders an Application File and OPN accepts it, with a fixed price and fixed deadlines.
• Fit Report: the report that checks the End Client against the call, requirement by requirement, quoting the rules.
• Funder: the public authority, foundation, company or body that runs the call.

2. What this agreement is

2.1. This agreement sets the common rules. It has no monthly fee, no minimum term and no minimum volume.

2.2. The Firm may send OPN basic information about its client portfolio to receive a free bulletin of calls. The bulletin is for information only, is not a Fit Report, does not trigger clause 6 and may change or stop at any time.

2.3. Each Application File is ordered with its own Order Sheet. Without an Order Sheet accepted by both parties there is no order and nothing to pay.

3. The two services

3.1. Ready to file

1. Finding or confirming the call, and the Fit Report.
2. Project narrative, tailored to the type of End Client, its project and its budget if it has one.
3. Budget in the format the call requires.
4. Official forms and annexes.
5. List of documents the End Client must supply.
6. One round of changes: within 2 working days of receiving the full draft, the Firm sends OPN a single email with all its comments, and OPN makes the changes once, within 2 working days of that email. If no email arrives in time, OPN makes the changes as soon as it can and clauses 5 and 6 no longer depend on them. Any later change is made by the Firm or ordered on a new Order Sheet.

Final review, signature and filing are for the Firm or the End Client.

3.2. Turnkey

Everything in Ready to file, plus:

1. Filing on the Funder's official portal with the electronic certificate the End Client provides, under clause 9, only where the call rules and the portal allow it.
2. Delivery of the registration receipt to the Firm.

3.3. Neither service includes, unless ordered on a new Order Sheet: monitoring notices, requests to remedy defects or for corrections or information, appeals against the decision, reformulations, acceptance of the grant, carrying out the project, or reporting on the grant awarded. From delivery of the Application File or of the filing receipt, all of that is for the Firm or the End Client. OPN does not monitor the Funder's notification inbox or the End Client's, even where it filed the application.

3.4. OPN writes in English and Spanish, and in other languages only where the Order Sheet says so.

3.5. OPN does not give legal or tax advice and does not become anyone's legal representative by filing or handling an Application File.

3.6. OPN's success fee (clause 10.1A) is charged to the Firm, never to the End Client. What the Firm charges its End Client is for the Firm to decide. OPN's contacts, deliverables and the filing receipt always go to the Firm.

3.7. OPN does the work with professional diligence and does not guarantee any result from the Funder, such as admission, score or award. Its only commitment of result is clause 6.1.

4. How an Application File is ordered

4.1. The Firm requests the Application File, giving the End Client (by a reference, with no unnecessary data), the call if it already knows it, and the service.

4.2. Requirements first. Before any Order Sheet, OPN sends the Firm, in a single email where possible, every requirement the call sets for applying and every document it asks for. The Firm answers each requirement yes or no and gives the registration number, code or link that allows OPN to verify it. Under Turnkey it also sends the document that proves each requirement. This step is free.

4.3. OPN checks each answer against the evidence received and tells the Firm, in the Fit Report, which requirements are verified and which are not. If a requirement is not met or cannot be verified, the Firm may still order the Application File only by accepting in writing that it applies at its own risk.

4.4. OPN may accept or decline any request without giving reasons. If it accepts, it sends the Order Sheet with the price, the estimated time under clause 5.2 and, for Turnkey, the filing route confirmed under clause 9.1.

4.5. The order exists once the Firm accepts the Order Sheet and pays the fixed fee (clause 10.2). OPN does not start work before payment. The price does not change afterwards, unless the Firm asks for something not in the Order Sheet; OPN then gives the additional price in writing and does that work once it is paid.

4.6. European cooperation programmes (Creative Europe, CERV, Interreg, LIFE and similar): priced separately in each Order Sheet.

5. Timing

5.1. Times are counted in working days: Monday to Friday, except from 24 December to 6 January inclusive. They start on the working day after OPN confirms by email that it has the payment and every document in clause 4.2. OPN sends that confirmation, or the list of what is missing, within 2 working days of receiving the documents. A deliverable is sent on a given day if OPN emails it to the Firm's address by 23:59 Central European Time (CET or CEST).

5.2. Estimated times. They are estimates, not deadlines, and no right arises from them other than under clause 6.1:

A Known End Client is one for whom OPN has prepared an Application File for the same Firm in the previous 12 months, whose documents are still valid and whose project is already in OPN's platform. Any other End Client, or a new project, counts as new. If OPN delivers sooner than estimated, or accepts an urgent order under clause 5.4, it charges nothing extra.

5.3. Times stop running from the moment OPN asks the Firm by email for documents, data or answers until the moment they arrive. If the Firm or the End Client changes the call, the project or its budget after the time has started, it starts again from the change.

5.4. Margin before the call closes. The guarantee in clause 6.1 applies only if OPN has received the payment and every document in clause 4.2, so that it can start the work, at least this number of working days before the call closes:

The date OPN received them is the one in its confirmation under clause 5.1. An order with less margin is urgent: OPN accepts it only if it has capacity, and clause 6.1 does not apply to it unless its Order Sheet says so expressly.

5.5. If the Fit Report concludes that the End Client does not meet the call, OPN suggests alternatives if there are any. If there are none, or the Firm does not want them, the request is closed at no cost.

6. Guarantees

6.1. Missing the call. OPN refunds the fixed fee of the Application File within 30 days if all of the following apply: the margin in clause 5.4 was met; under Turnkey, OPN had in time everything in clause 8.2; and OPN did not send the full draft at least 1 working day before the call closes (Ready to file) or did not file before the call closes (Turnkey). It does not apply where the delay is caused by events under clause 16.7, by the Funder changing the rules, forms or portal of the call, or by waiting time under clause 5.3 that used up the margin.

6.2. Requirements. OPN checks the requirements against the evidence the Firm provides (clause 4.3), but that evidence and its accuracy are for the Firm and the End Client. OPN makes no refund if the Funder excludes, rejects or does not admit the application, for whatever reason, including an order placed at the Firm's own risk under clause 4.3.

6.3. Award. The Funder decides on the award and the score (clause 3.7).

6.4. The refund in clause 6.1 is the Firm's sole and exclusive remedy for missing a call, whatever the legal basis of the claim. This does not limit liability that the governing law does not allow to be limited (clause 16.3).

7. Out of scope

7.1. OPN does not accept orders for Horizon Europe, EIC, consortium-based R&D calls or Erasmus+.

8. Filing under Turnkey

8.1. OPN files only the final version that the Firm approves in writing, with the End Client's agreement, including the self-declarations and any other statement signed with the application. The End Client is the author of, and responsible for, the content filed.

8.2. Before the deadline. OPN is responsible for filing on time only if OPN has received, at least 2 working days before the call closes, all of the following: the Firm's written approval of the final version, with the End Client's agreement; the End Client's certificate in working order, with its password; and every document on the list. If anything reaches OPN later, OPN will try to file but is not responsible for the delay.

8.3. After filing. OPN hands the receipt to the Firm and its work on the Application File ends there. Notices, requests and any later step are for the Firm or the End Client, including their deadlines.

8.4. Outages or errors of the Funder's portal, expiry or revocation of the certificate, a certificate without enough powers to file for the End Client, and changes to the call rules are not attributable to OPN. OPN tells the Firm as soon as it knows, uses any other filing channel the Funder offers and, if the Funder extends the deadline, files within the extension.

8.5. If OPN does not file before the call closes although it had everything in clause 8.2 in time, the Firm is entitled to the refund under clause 6.1 on the conditions stated there. Under clause 6.4, that refund is the Firm's only remedy.

8.6. Portal failure that makes filing impossible. If a technical failure on the Funder's side makes it impossible to file the application and its forms before the call closes, despite OPN having everything in clause 8.2: (a) OPN gives the Firm the evidence it has gathered of the failure; (b) neither OPN nor the Firm is liable to the other for the failure, which is force majeure under clause 16.7; and (c) the fixed fee is not refunded, but is kept as a credit so that the same End Client can apply to another call within 12 months.

9. The End Client's certificate

9.1. Prior check. Before accepting a Turnkey order, OPN checks the call rules and the portal to see whether filing with the End Client's certificate is possible, and records it in the Order Sheet with the source. If it is not, OPN offers Ready to file or declines the order.

9.2. Authorisation. The Firm declares that it holds written authorisation from the organisation that holds the certificate for OPN to use and keep it under this clause 9 (template in Annex 3), and gives OPN a copy on request. Without that authorisation OPN does not use the certificate.

9.3. Permitted use. OPN uses the certificate only to: (a) file the applications for that organisation ordered on an Order Sheet, each in the final version approved under clause 8.1; (b) obtain their receipts; and (c) check the status, notices and decisions of the applications it filed for that organisation, without any obligation to do so. Any other use is prohibited, including signing other documents, acting in other procedures or viewing other data of the organisation.

9.4. Safekeeping. OPN receives the certificate through an encrypted channel, with the password through a different channel; stores it encrypted, separate from other data and accessible only to the OPN staff handling that Application File; does not install it on shared devices; and logs each use (date, time and procedure). The log is given to the Firm at the end or on request.

9.5. Incidents. If OPN suspects that the certificate or its keys have been exposed, it tells the Firm within 24 hours so that the organisation can revoke it.

9.6. Custody and deletion. OPN keeps the certificate under clause 9.4 for periods of 12 months, renewed automatically at the end of each period. OPN deletes all copies of the certificate and its password, or returns them if so requested, within 5 working days of the earliest of: a request from the Firm or the organisation, who may withdraw the authorisation at any time; the expiry or revocation of the certificate; or the Firm leaving this agreement. OPN confirms the deletion in writing.

9.7. Risk of sharing. Whatever is signed with the certificate is attributed to its holder, and the certification provider may revoke a shared certificate or refuse liability for it. The Firm declares that it has told the organisation of that risk and that, to its knowledge, the certificate's terms of use do not prohibit that use. OPN is liable only for damage caused by a use of the certificate by OPN or its staff that breaches this clause 9, within the limits of clause 16.

9.8. How OPN files. OPN files by signing in to the Funder's portal with the End Client's certificate. Where the portal allows it, OPN files as the representative of the End Client recorded in the certificate and, where the portal has a field for whoever prepared or submitted the application, it enters "Grant Mastermind (One Percent Network LLC)", unless the Firm asks otherwise in the Order Sheet. Filing in this way does not make OPN the End Client's legal representative.

10. Price, invoicing and taxes

10.1. The price of each Application File has two parts, both in euros and excluding indirect taxes: (a) a fixed fee of €500 for Ready to file or €700 for Turnkey, paid in advance under clause 10.2; and (b) a success fee of 1% of the grant actually awarded to the End Client, under clause 10.1A. The Order Sheet may set a different price for a specific Application File.

10.1A. Success fee.

1. It is due only if the Funder awards the grant, and is calculated on the amount awarded in the final decision, never on the amount applied for. If the amount awarded is later increased, the fee is calculated on the higher amount. Nothing is due if the application is refused, not admitted or withdrawn.
2. The Firm tells OPN in writing of the decision within 15 days of its notification, attaching it, and of any later change to the amount awarded. OPN may also learn of it from a public source.
3. OPN invoices the success fee when it learns of the decision, attaching the decision. The Firm pays it, through the link sent with the invoice, within 30 days of the date of the decision, or within 7 days of the invoice if that is later. This does not depend on whether, when or how much the End Client pays the Firm, and the Firm owes it also if it charges its End Client nothing.
4. If the grant is later reduced, revoked or repaid, in whole or in part, the success fee already due is not refunded or reduced.
5. OPN has no obligation to follow the call, the decision or the payment of the grant. On request, the Firm gives OPN the decision and evidence of the payments that make the fee due. If OPN learns of an award from a public source and the Firm has not reported it under (b), the success fee is due as if it had been reported on time, with late-payment interest under clause 10.8 from the date it would have fallen due.

10.2. OPN invoices each Application File when the Firm accepts its Order Sheet. The Firm pays the fixed fee in advance, by bank transfer or card (clause 4.5). The Firm bears its own bank and card charges, so that OPN receives the full invoiced amount. Before the first invoice to a Firm established in the United States, OPN gives the Firm the US tax form that applies to OPN.

10.3. While any amount is outstanding, OPN does not start or continue work on any Application File and does not file; any delay this causes is not OPN's responsibility.

10.4. Indirect taxes.

• European Union and United Kingdom: the Firm gives a valid VAT number. Invoices are issued without VAT and the Firm accounts for it under the reverse charge. If the number is invalid, the Firm bears the tax and any surcharges.
• Other countries: before the first invoice OPN states in writing how the tax is declared there. If the law requires OPN to charge the tax, it is added to the invoice.

10.5. On joining, the Firm gives its tax identification and reports any change: VAT number (EU), VAT number (UK) or the one that applies in its country, stating whether it is registered for indirect tax.

10.6. Withholding. Any withholding tax that the law of the Firm's country requires on payments to OPN is a matter for the Firm: the Firm pays the additional amount needed for OPN to receive the full invoiced amount, and gives OPN the withholding certificate within 30 days.

10.7. Before the first invoice, OPN tells the Firm in writing whether OPN has an office, staff, agent or other permanent establishment in the Firm's country. If it has one, or if that changes, OPN's invoices to that Firm carry the taxes that apply there.

10.8. Late payment. Any amount not paid when due accrues, without notice, interest from the due date at 1% per month, or at the highest rate the governing law allows if that is lower, and the Firm pays OPN's reasonable costs of recovery. While any invoice is overdue, OPN may stop accepting new orders.

10.9. OPN may change its prices at any time. Application Files already accepted keep the price in their Order Sheet.

11. Cancellation and leaving

11.1. The Firm may leave this agreement at any time by email, without notice period or penalty.

11.2. When it leaves, orders in progress are completed under this agreement, which continues to apply to them, unless the Firm cancels them. Success fees for applications already filed remain due under clause 10.1A after the Firm leaves.

11.3. The Firm may cancel an order at any time in writing. The fixed fee is not refunded on cancellation, except where clause 6.1 applies. If OPN has not been able to start the work because the basic documents in clause 4.2 (articles of association or founding document, project outline and estimated budget) have not reached it, the fixed fee is kept as a credit that the Firm can use for another Application File, for the same or another End Client, within 12 months of the payment.

11.4. OPN may end this agreement with 30 days' notice. Orders already accepted are completed.

11.5. Either party may terminate immediately if the other breaches an essential obligation and does not remedy it within 15 days of being notified.

11.6. On termination, OPN applies Annex 1 to the data and clause 9.6 to certificates.

12. OPN's commitments

12.1. Work with professional diligence and within the deadlines in clause 5.

12.2. White label. Not make itself known to the End Client or contact them. Questions for the End Client go through the Firm.

12.3. Write each Application File for its End Client, without reusing text between End Clients applying to the same call, and keep an internal record that shows this (Annex 1, section I).

12.4. Attach to each draft a note listing the artificial intelligence tools used, what they were used for and the sources consulted.

12.5. Not use documents or data of the Firm or its End Clients for its own purposes, including training or improving tools or models, even in anonymised form, unless expressly agreed in writing.

13. The Firm's commitments

13.1. Send accurate and complete documents. The Firm and the End Client alone answer for the truth, accuracy and completeness of the information and documents supplied and of every statement, self-declaration and commitment filed with the application. OPN does not check them against third-party sources and is not liable for errors, omissions or falsehoods in them or for their consequences, including exclusion, revocation or repayment of the grant, and penalties imposed by the Funder.

13.2. Before sending data of an End Client (including for the bulletin), hold that End Client's written authorisation for OPN and the sub-processors in Annex 1 to process it, including transfer to the USA, and have informed it of this. Annex 3 contains a template.

13.3. Review and approve every draft. Under Ready to file, file the application by its own means or the End Client's.

13.4. Disclose, or have the End Client disclose, the use of artificial intelligence or outside drafting where the call requires it, using the note in clause 12.4.

13.5. Not charge OPN's price to the grant where the call rules do not allow it.

13.6. Not send special-category data (health, disability, ethnic origin, religion and the rest of Article 9 GDPR) or criminal-offence data unless the call requires it, and in that case flag it in the Order Sheet.

13.7. The Firm complies with the rules of its profession and country that apply to it as an intermediary, including any lobbying register and any limit on success fees. OPN does not contact the Funder's staff or officials to influence a decision. If a call or country requires registration for the filing itself, OPN may decline the Order Sheet.

13.8. Where its data protection law requires it, make the filings with its supervisory authority, using the information OPN provides.

13.9. Whatever arises from the application once filed and from the grant (accepting it, carrying out the project, reporting, keeping records, repayment and penalties) is an obligation of the End Client as applicant or beneficiary under the rules of the call. OPN takes no part in it and answers for none of it.

14. Artificial intelligence

14.1. OPN uses artificial intelligence tools under human review, and every Application File is finished by a person. The provider is listed in Annex 1. Where a call requires that use to be disclosed, the applicant discloses it (clause 13.4).

15. Ownership of deliverables and the Firm's clients

15.1. Once the Application File is paid, the Firm and its End Client may use, modify and file the delivered texts without restriction. OPN keeps its methods, templates and tools.

15.2. OPN will not offer its services to the Firm's End Clients during this agreement or for 12 months after the Firm leaves.

16. Liability

16.1. OPN's liability arising from or in connection with an Application File, whatever its legal basis, is capped at the price of that Application File in its Order Sheet. OPN's total liability under this agreement is capped at the total the Firm has paid OPN in the 12 months before the event giving rise to the claim. These caps apply to the extent the governing law and the standard contractual clauses in Annex 1 allow (clause 16.3).

16.2. OPN is not liable for indirect or consequential loss, loss of profit, loss of opportunity, grants not obtained, reduced, revoked or required to be repaid, interest or penalties imposed by the Funder, or harm to reputation.

16.3. The limits and exclusions in this clause 16 and in clause 6.4 apply only to the extent the governing law allows. They do not apply to liability for wilful misconduct, to any other liability that the governing law does not allow to be limited or excluded, or to the Firm's payment obligations.

16.4. The Firm must notify OPN in writing of any claim within 60 days of becoming aware of the facts, with the documents that support it. A request for the refund under clause 6.1 must be made within that period, or the refund is not due. For any other claim, later notice does not extinguish it, but OPN is not liable for any loss or cost that timely notice would have avoided. This clause does not change any limitation period set by law.

16.5. The Firm shall indemnify and hold OPN harmless from any claim by the End Client or any other third party, and from the reasonable legal costs of defending it, to the extent the claim arises from: (a) the Firm's relationship with its End Client; (b) information or documents supplied by the Firm or the End Client; or (c) a breach by the Firm of clause 9.2 or clause 13. Where the claim is caused in part by OPN's breach of this agreement, OPN bears that part only, within the limits of this clause 16. OPN tells the Firm of the claim promptly and does not settle it without the Firm's consent, which the Firm will not unreasonably withhold.

16.6. This agreement creates rights and obligations only between OPN and the Firm. The End Client is not a party to it and has no claim against OPN under it; the Firm alone answers to its End Client for the service it provides to it.

16.7. Neither party is liable for a failure caused by events that could not be foreseen or that, if foreseen, were unavoidable, including outages of the Funder's portal, of the internet or of essential providers. This does not excuse payment obligations.

16.8. Except as expressly stated in this agreement, OPN gives no warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or result. The price reflects the allocation of risk in this clause 16.

17. Confidentiality

17.1. Each party keeps the other's information, and the End Clients', confidential during this agreement and for five years afterwards, unless it is or becomes public without breach, was already known to the recipient, is developed independently, or a law or court order requires disclosure.

18. Data protection

18.1. For End Clients' personal data, OPN acts as processor (or sub-processor) for the Firm under Annex 1, which includes the safeguards for international transfers. In case of conflict, Annex 1 prevails.

19. Notices

19.1. Notices are given by email to the address the Firm gives on joining and, to OPN, to [email protected]. They take effect on receipt.

20. Electronic acceptance

20.1. The Firm accepts this agreement and each Order Sheet online, by typing the name and position of a person with authority to bind it. That acceptance is its signature and has the same effect as a handwritten one.

20.2. OPN keeps a record of each acceptance (name, position, legal name, date and time in UTC, IP address and the SHA-256 hash of the text and version accepted) and emails the Firm a copy with that record.

21. Governing law and disputes

21.1. This agreement is governed by the laws of the State of New Mexico, USA, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to this agreement, including its existence, validity or termination, shall be finally resolved by arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules, before a sole arbitrator. The International Expedited Procedures apply where those Rules provide for them. The place of arbitration is Albuquerque, New Mexico, USA; the language is English; hearings, if any, may be held by video. The award is final and binding. This arbitration agreement is governed by the US Federal Arbitration Act.

21.2. Notwithstanding the above, either party may bring an action to collect undisputed unpaid amounts in the competent courts of the defendant's domicile, and either party may seek interim relief from any competent court. Judgment on the award may be entered in any court having jurisdiction.

21.3. Disputes about the standard transfer clauses in Annex 1 are governed by what those clauses provide.

21.4. To the extent the law allows, each party waives trial by jury and any class or collective action.

22. Versions, language and changes

22.1. The English text of this agreement, its annexes and the Order Sheets is the only binding version; any translation is for convenience. The Firm confirms that the person accepting understands English.

22.2. OPN may amend this agreement with 30 days' notice by email. A Firm that does not agree may leave before the change takes effect. Orders already accepted keep the version they had.

22.3. If any clause is void, the rest remains in force and the parties will replace it with one of similar effect.

22.4. This agreement and the Order Sheets are the whole agreement between the parties on their subject matter; the Firm's own terms or purchase orders have no effect. The Firm may not assign this agreement without OPN's written consent; OPN may assign it to the successor of its business by notice to the Firm.

22.5. The parties are independent contractors. Failing to enforce a right is not a waiver of it. Headings are for convenience only. Clauses 9.6, 10, 15, 16, 17 and 21 survive termination.

22.6. The Firm confirms that it is not subject to sanctions of the United States, the European Union or the United Kingdom. OPN may end this agreement at once if providing the service would breach sanctions or export control laws.

Annexes

1. Annex 1 · Data Processing Agreement, with the list of sub-processors and the transfer safeguards by country.
2. Annex 2 · Order Sheet template, one per Application File.
3. Annex 3 · Template engagement letter between the Firm and its client (authorisation to use a sub-processor and, for Turnkey, to share and keep the certificate). It is a template for the Firm: OPN is not a party to that document.