THE DEVELOPMENT OFFICE — SUPPLEMENTAL SERVICE TERMS
Success-Fee Fundraising Services Agreement
These Supplemental Service Terms (this “Supplement“) govern the Client’s use of The Development Office, the AI fundraising copilot service offered by Egeria Corporation dba OpenGrants (“OpenGrants,” “we,” “our,” or “us“). This Supplement is entered into by and between OpenGrants and the organization identified in the applicable order form, onboarding flow, or signature block below (“Client,” “you,” or “your“).
This Supplement is supplemental to, and incorporates by reference, the OpenGrants Terms of Service, the OpenGrants Privacy Policy, and the Supplemental Terms Applicable to Clients, each as published at https://opengrants.io/opengrants-legal/ and as updated from time to time (collectively, the “OpenGrants Agreements“). The OpenGrants Agreements govern this Supplement. In the event of a direct conflict between this Supplement and the OpenGrants Agreements with respect to The Development Office service specifically, this Supplement controls; in all other respects, the OpenGrants Agreements control.
By accessing or using The Development Office, you agree to this Supplement and the OpenGrants Agreements. If you are entering into this Supplement on behalf of an entity, you represent and warrant that you have authority to bind that entity.
1. Definitions
1.1 “Service” means The Development Office, OpenGrants’ AI-powered fundraising copilot, including funding-mix diagnosis, opportunity discovery and matching, fundraising planning, drafting of grant applications, sponsorship pitches and donor outreach, deadline tracking, pipeline management, and related strategy and execution support, whether delivered through software, AI systems, or OpenGrants personnel.
1.2 “Funds Raised” means the gross amount of funding actually received by Client (or by a fiscal sponsor or affiliate on Client’s behalf) that is Attributable to the Service, from any of the following sources: (a) grants and cooperative agreements, whether federal, state, local, tribal, or private; (b) major gifts and individual donations; (c) small-dollar and recurring donor contributions raised through campaigns developed or managed via the Service; and (d) corporate sponsorships and partnership revenue. Funds Raised are measured on a cash-received basis. For multi-year or installment-based awards, Funds Raised includes each disbursement as and when received.
1.3 “Attributable to the Service” means funding for which the Service materially contributed to the identification, matching, strategy, drafting, preparation, solicitation, submission, pitch, or stewardship of the opportunity or donor relationship, including: (a) any opportunity surfaced to Client through the Service that Client subsequently pursued; (b) any application, proposal, pitch, campaign, or outreach drafted in whole or in part through the Service; and (c) any donor or funder relationship initiated or materially advanced through the Service. Funding is presumed Attributable to the Service if the related opportunity or contact appears in Client’s Service pipeline records.
1.4 “Success Fee” means the fee described in Section 3.
1.5 “Quarter” means each calendar quarter (January–March, April–June, July–September, October–December).
1.6 “Tail Period” means the twelve (12) months immediately following termination or expiration of this Supplement.
2. The Service
2.1 Scope. OpenGrants will provide the Service substantially as described at the Service’s product page and in any applicable order form, generally consisting of: (a) Diagnose — assessment of Client’s mission, capacity, budget, and goals to determine an appropriate funding mix; (b) Discover — matching Client against OpenGrants’ database of funding opportunities and funders; (c) Plan — delivery of a timebound fundraising plan; (d) Execute — drafting and preparation of applications, pitches, campaigns, and outreach, together with deadline and pipeline management; and (e) Win & Repeat — results tracking and ongoing strategy refinement.
2.2 Client Responsibilities. Client will: (a) provide accurate, complete, and current information about its organization, eligibility, finances, and programs; (b) review, approve, and remain solely responsible for the content of all applications, proposals, pitches, and communications submitted in its name; (c) execute all submissions, registrations, and funder communications requiring Client signature or authorization; and (d) maintain any registrations required to receive funding (e.g., SAM.gov, state charity registrations).
2.3 AI Disclosure; No Guarantee. Portions of the Service are performed by artificial intelligence systems. Client acknowledges that all AI-generated work product requires Client review before submission. OpenGrants does not guarantee that Client will receive any funding. All decisions regarding awards, gifts, and sponsorships are made solely by third-party funders and donors.
3. Fees — 5% of Funds Raised
3.1 Success Fee Only. Client will pay OpenGrants a Success Fee equal to five percent (5%) of all Funds Raised. There are no retainers, subscription fees, hourly charges, or upfront costs for the Service unless separately agreed in writing. If Client raises no funds, Client owes no Success Fee.
3.2 When Earned. The Success Fee is earned upon Client’s (or its fiscal sponsor’s) receipt of Funds Raised, and accrues with respect to each disbursement of multi-year or installment awards as received.
3.3 Tail. The Success Fee applies to Funds Raised received during the term of this Supplement and during the Tail Period, where such funds are Attributable to the Service performed during the term (including awards granted, pledges made, or applications submitted prior to termination).
3.4 Source of Payment; Funder Restrictions. Certain funders — including many federal and state agencies — restrict or prohibit the payment of contingent or success-based fees from grant or award funds. Where applicable law, regulation, or funder terms prohibit payment of the Success Fee from awarded funds, Client remains obligated to pay the Success Fee from other, unrestricted funds. Client is responsible for understanding and complying with the cost-allowability rules applicable to its awards, and nothing in this Supplement requires Client to charge the Success Fee to a restricted funding source.
4. Reporting, Audit, and Quarterly Invoicing
4.1 Quarterly Reporting. Within fifteen (15) days after the end of each Quarter, Client will report to OpenGrants all Funds Raised received during that Quarter, including funder/donor name, amount, receipt date, and associated opportunity or campaign. OpenGrants may provide a reporting template or in-product mechanism for this purpose.
4.2 Audit and Reconciliation. Following the close of each Quarter, OpenGrants will conduct an audit and reconciliation of Funds Raised for that Quarter, using Client’s reports, Service pipeline records, award notifications, and other reasonably available information. Client will cooperate in good faith with each audit, including by providing, upon reasonable request, award letters, gift acknowledgments, sponsorship agreements, bank or payment-processor records, or other documentation reasonably sufficient to verify Funds Raised. OpenGrants will treat all such records as Client confidential information under the OpenGrants Agreements.
4.3 Quarterly Invoice. Upon completion of each quarterly audit, OpenGrants will issue an invoice equal to five percent (5%) of the Funds Raised received during that Quarter. Each invoice will itemize the Funds Raised on which it is based.
4.4 Payment Terms. Invoices are due net thirty (30) days from the invoice date, payable by the method specified in the invoice. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client is responsible for reasonable costs of collection. All fees are exclusive of applicable taxes, which are Client’s responsibility (excluding taxes on OpenGrants’ income).
4.5 Disputes. Client must notify OpenGrants in writing of any good-faith invoice dispute within fifteen (15) days of the invoice date, with reasonable detail. The parties will work in good faith to resolve disputes promptly; undisputed amounts remain payable when due.
4.6 Underreporting. If an audit reveals that Client failed to report Funds Raised, the corresponding Success Fee will be added to the next quarterly invoice. If unreported Funds Raised for any Quarter exceed ten percent (10%) of the amounts Client reported, Client will also reimburse OpenGrants’ reasonable audit costs for that Quarter.
5. Term and Termination
5.1 Term. This Supplement begins on the date Client first accepts it or first uses the Service, and continues until terminated as set forth below.
5.2 Termination for Convenience. Either party may terminate this Supplement on thirty (30) days’ written notice.
5.3 Termination for Cause. Either party may terminate immediately on written notice if the other party materially breaches this Supplement or the OpenGrants Agreements and fails to cure within fifteen (15) days of notice.
5.4 Effect of Termination. Upon termination: (a) Client’s access to the Service ends; (b) all accrued and unpaid Success Fees become due; and (c) Sections 1, 3.3 (Tail), 3.4, 4, 5.4, and 6 survive, and the quarterly reporting, audit, and invoicing process under Section 4 continues through the end of the Tail Period with respect to tail-eligible Funds Raised.
6. General
6.1 Relationship to OpenGrants Agreements. All provisions of the OpenGrants Agreements — including, without limitation, those governing intellectual property, confidentiality, privacy, disclaimers of warranties, limitations of liability, indemnification, dispute resolution, governing law, and modifications to terms — apply to this Supplement and to Client’s use of the Service as if fully set forth herein.
6.2 Independent Contractor. OpenGrants is an independent contractor. Nothing in this Supplement creates a partnership, joint venture, agency, fiduciary, or employment relationship. OpenGrants is not a registered fundraising counsel, commercial fundraiser, broker-dealer, or law firm, and nothing in the Service constitutes legal, tax, or investment advice. Client is responsible for any charitable-solicitation or fundraising-counsel registrations applicable to Client in its jurisdictions.
6.3 Entire Agreement. This Supplement, together with the OpenGrants Agreements and any applicable order form, constitutes the entire agreement between the parties regarding The Development Office and supersedes all prior discussions regarding its subject matter.
6.4 Notices. Notices to OpenGrants must be sent to [email protected]. Notices to Client will be sent to the email address associated with Client’s account.