Legal

Success Fee Route Module

Module to the Service Agreement. Contract package 2026.6, 26 October 2026. The Dutch version is leading.

This Module applies to every application Eucade writes for you on an open call or in Joint R&D. It is read together with the Service Agreement and the General Terms. The Dutch text is leading and is available at eucade.eu/module-succesfee-route; this English version is provided for information. How the route works in plain words: Pricing.

Recital. Under the success fee route, Client pays a limited fixed amount up front and, only if a grant is awarded, a fee that depends on the amount awarded. Eucade’s obligation remains solely an obligation of best efforts (clause 5.1 of the Service Agreement); the success fee is a pricing arrangement and not a warranty or expectation of award. Eucade acquires no claim to the grant funds themselves (clause 3.2 of the Service Agreement).

S1 — Application, order of precedence and choice of route

S1.1 This Module applies to every engagement in the open-call track and the Joint R&D track, subject to S1.3; the applicable Part is recorded in the Engagement Letter (Article 1(b)). Together with the Service Agreement, the Engagement Letter and Eucade’s General Terms, it then constitutes one agreement. For that engagement, this Module replaces clauses 3.1, 3.5, 4.2 and 5.3 of the Service Agreement and supplements clauses 4.1, 4.3, 4.4 and 4.5, as identified per clause below. All other provisions of the Service Agreement and the General Terms remain in full force, including clauses 3.2 (payment from general assets), 3.3 (VAT), 3.4 (no eligible costs) and 5.5 (formal defects and admissibility) of the Service Agreement. For engagements under this Module, furthermore: (i) where the Service Agreement or the General Terms refer to the Fee, the fees under this Module are meant; (ii) work is deemed to have commenced upon Eucade’s dispatch of the kick-off confirmation or, if earlier, the first demonstrable act of performance; (iii) S6.4 replaces the second and third sentences of clause 4.3 of the Service Agreement; (iv) where clause 5.5(f) of the Service Agreement refers to the cap in clause 5.3, the cap in S9.1 is meant; (v) the refunds in S6.2, S6.5, S7.4 and S8.2 are exceptions to clause 12.2 of the General Terms.

S1.2 In the event of conflict between this Module and the Service Agreement, the Engagement Letter or the General Terms, this Module prevails, save for the subjects for which Article 1 of the Engagement Letter gives precedence to the Engagement Letter.

S1.3 Part A of this Module applies to an application in the open-call track (cascade/FSTP) in which Client is the sole applicant. Part B applies to every application that Client makes together with one or more other organisations, whatever their legal form: joint transnational calls such as Eurostars, and cascade calls in which Client applies together with one or more other organisations. This Module does not apply to an application outside the open-call track in which Client is the sole applicant. For such a cascade call, Part B is read with the following adjustments: the national funding body of a Partner means the funding body or consortium coordinator awarding the support to that Partner; the national award, the national award decision and the national grant agreement of a Partner mean the award, the award decision and the Grant Agreement of that Partner respectively; where the funding body or consortium coordinator awards the support for the joint application to one applicant that distributes it among the applicants, the Awarded Amount of each Partner is the share due to it under the award or, failing that, under the submitted budget, each Partner with such a share is a Funded Partner, and the award to and the Grant Agreement of that applicant count as those of each Partner and the first payment to that applicant as the first payment to each Partner; approval at international level means the award to the joint application; and the provisions on the national follow-up application do not apply. Parts C (common provisions) and D (final provisions) apply to both tracks. This Module does not apply to engagements in the Scale-up Track.

S1.4 Selection. Eucade offers the success fee route only after its own assessment of the engagement and may decline that route without stating reasons (freedom of contract; see also clause 3.4 of the General Terms). In that assessment Eucade considers in any event: whether no knock-out criterion in the Match Report or the Joint Report has failed and the knock-out criteria still open in it have been closed in the Application Plan; the published success rate of the call or programme, or the rate derived from the previous round; whether the Application Plan concludes with the advice to proceed with the application; the call maximum; and the time remaining until the deadline or cut-off. If, before signature and in Eucade’s judgement, the engagement does not meet these criteria, Eucade declines the engagement. After signature, Eucade may decline the success fee route only at the moments referred to in S4.4 and S4.7. Where a Match Report or Joint Report offers the success fee route while a knock-out criterion is still open, that offer is subject to the Application Plan. This assessment is an internal consideration of Eucade for its own pricing; it contains no warranty, undertaking or expectation of award towards Client. Clause 5.1 of the Service Agreement and clause 4.1 of the General Terms remain in full force.

S1.5 Own funds. Client pays all fees under this Module, including the Success Fee, from its own funds, outside the project budget. Client shall not include those fees in the budget or the cost reporting of the project and shall not charge them to the grant (clauses 3.2 and 3.4 of the Service Agreement). Whether the Success Fee is payable does not depend on the manner in which or the pace at which Client spends the grant funds.

S2 — Definitions

S2.1 In this Module: (a) “Awarded Amount” means the amount of financial support in cash that the funding body (in cascade funding: the consortium coordinator awarding the support) awards for the project as a non-repayable grant to Client (Part A) or to a Partner (Part B), as evidenced by the signed Grant Agreement, the award decision or the national grant agreement, before deduction of any retention or set-off by the funding body; where the programme awards support in phases and a later phase depends on a separate selection or evaluation, the Awarded Amount comprises only the phase for which Client was selected at the award, and later phases do not count; it does not include support in kind, including coaching, mentoring, services, travel or events provided or paid for by the funding body itself, and vouchers or credits that entitle only to services; support paid out in money to Client or the Partner does count, even if it is called a voucher or reimbursement; nor does it include loans, repayable advances, the repayable part of a partly repayable aid, guarantees, equity participations and tax facilities; (b) “Prepaid Amounts” means all amounts paid by Client under this Module, other than the Success Fee itself, interest and collection costs, plus any Application Plan Fee that counts as such under S3.1, S4.3(a) or clause 5.1 of the Application Plan Order; (c) “Total Amount” means the amount determined in S3.2 (Part A) or S4.5 (Part B); (d) “Success Fee” means the Total Amount less the Prepaid Amounts, as further set out in S3.3 and S4.6 respectively; (e) “Readiness Notice” means Eucade’s written notice to Client that the final application is ready for submission.

Part A — Open calls with a single applicant (cascade/FSTP)

S3 — Fee (replacing clause 3.1)

S3.1 This engagement is preceded by an Application Plan, ordered under an Application Plan Order for the Target Call or for another call or cut-off recommended in it; the Application Plan Fee paid for it counts in full as a Prepaid Amount, irrespective of when this Agreement is signed (clause 5.1 of the Application Plan Order). The fee under this Agreement consists of: (a) an entry fee of EUR 950 excluding VAT (the “Entry Fee”), due upon the Readiness Notice and in any event before submission, and payable within fourteen (14) days of the invoice date, and no later than three (3) working days before the deadline or cut-off of the Target Call where that moment falls earlier, via a payment link (Stripe) or bank transfer; Eucade shall, as a rule, invoice it no later than ten (10) working days before that deadline or cut-off; and (b) only if a grant is awarded to Client for the Target Call, the Success Fee. No direct-debit mandate is required. An Entry Fee paid is non-refundable, save as provided in S6.2 and in clauses 4.4 and 5.5 of the Service Agreement; upon termination before the Readiness Notice, S6.1 or S6.4 applies, and S1.1(ii) determines when work is deemed to have commenced.

S3.2 Total Amount. If a grant is awarded to Client for the Target Call, Eucade’s total fee for this engagement is ten per cent (10%) of the Awarded Amount, capped at EUR 15,000 excluding VAT (the “Total Amount”). In the event of a partial award, the partial Awarded Amount applies. In the event of a remedy under clause 5.5(b)(i) of the Service Agreement, the call or cut-off of the resubmission is deemed to be the Target Call. Multiple applications. Where Client has more than one application prepared under the success fee route, for different calls or cut-offs, each application is a separate engagement with its own Entry Fee, its own Total Amount and its own Success Fee; the Prepaid Amounts are set off per application. An Application Plan Fee counts once, against the application for the call or cut-off to which the Application Plan relates or, if there is no such application, against the first application for a call or cut-off recommended in it.

S3.3 Success Fee. The Success Fee is the Total Amount less the Prepaid Amounts. If the Total Amount is equal to or lower than the Prepaid Amounts, no Success Fee is payable and no refund is made. Example: with an Awarded Amount of EUR 90,000 and EUR 1,400 in Prepaid Amounts (Application Plan Fee EUR 450 and Entry Fee EUR 950), the Total Amount is EUR 9,000 and the Success Fee EUR 7,600; at EUR 150,000 or more, the Total Amount is EUR 15,000 and the Success Fee EUR 13,600; at EUR 12,000, the Total Amount is EUR 1,200 and no Success Fee is payable. All amounts exclude VAT.

S3.4 Invoicing and due date. Eucade invoices the Success Fee once Client has signed the Grant Agreement or, absent a Grant Agreement to be signed by Client, has received the award decision. The Success Fee is payable within thirty (30) days after Client has received the first payment under the Grant Agreement, and in any event no later than ninety (90) days after that signature or receipt, whichever occurs first. By way of derogation from the first sentence of clause 6.2 of the General Terms, this due date applies instead of the fourteen-day term; upon its expiry Client is in default by operation of law.

Part B — Applications with more than one applicant (Joint R&D and cascade)

S4 — Client, Partners and fee (replacing clause 3.1)

S4.1 Client is the participant that enters into this Agreement with Eucade, as a rule the project’s main applicant, irrespective of the country in which Client is established, subject to S4.2. “Partner” means each participant in the consortium, including Client, as listed in the submitted application. The list in the Engagement Letter reflects the composition at signature; if the consortium changes afterwards, the list follows the submitted application. As the sole contracting party, Client is liable towards Eucade for payment of all amounts under this Module, including amounts calculated on the grant of another Partner. Client arranges the allocation of those amounts among the Partners in the consortium agreement, to which Eucade is not a party (clause 1.4 of the Service Agreement).

S4.2 Accession by a Partner. A Partner may accede for its own share by co-signing this Module. It is then jointly and severally liable alongside Client for the amounts relating to it, namely the Writing Fee for that Partner and ten per cent (10%) of its Awarded Amount, capped at EUR 15,000 excluding VAT, less the Writing Fee paid for that Partner; Client’s obligations remain in full. Accession is not required, except in the following case. Where Client is established outside the European Union, the European Economic Area, Switzerland and the United Kingdom, Eucade offers the success fee route only if at least one Partner established in the European Union accedes by co-signing this Module and is jointly and severally liable alongside Client for all amounts under this Module.

S4.3 Fees. The fee consists of: (a) Plan Fee: EUR 450 excluding VAT per project, due upon signature of the Service Agreement. For this, Eucade first prepares an Application Plan for the project, with the content referred to in clause 1 of the Application Plan Order; clause 4.3 of the Application Plan Order applies mutatis mutandis. If Client has received an Application Plan for the same project under an Application Plan Order, the Plan Fee is not payable, the Application Plan Fee paid counts as a Prepaid Amount, and that Application Plan is the Application Plan within the meaning of S4.4, with the date of signature as the date of delivery; (b) Writing Fee: EUR 950 excluding VAT per Partner in the final application, due upon the Readiness Notice and in any event before submission (the “Writing Fee”). The Writing Fee is payable within fourteen (14) days of the invoice date, and no later than three (3) working days before the cut-off where that moment falls earlier; Eucade shall, as a rule, invoice it no later than ten (10) working days before the cut-off; (c) only for each Funded Partner (S4.5): the Success Fee. No direct-debit mandate is required.

S4.4 Go decision. After delivery of the Application Plan, Eucade confirms in writing whether it continues the engagement under the success fee route (the “Go Confirmation”); it does so only if the Application Plan concludes with the advice to proceed and the engagement meets S1.4. If no Go Confirmation follows within ten (10) working days of delivery, or if Client decides after receiving the Application Plan not to proceed, either Party may terminate this Agreement in writing; Client then owes only the Plan Fee. As long as no Go Confirmation has been given, Eucade is not obliged to perform further work. If no Go Confirmation has been given and the Agreement has not been terminated twenty (20) working days after delivery of the Application Plan, it ends by operation of law; Client then owes only the Plan Fee.

S4.5 Total Amount. “Funded Partner” means a Partner to which its national funding body awards a grant for the project. A Partner whose project has been approved or ranked at international level but which is not funded by its national funding body is not a Funded Partner; no Success Fee is payable in respect of its participation. The Total Amount is the sum, across all Funded Partners, of ten per cent (10%) of the Awarded Amount of each Funded Partner, capped at EUR 15,000 excluding VAT per Funded Partner.

S4.6 Success Fee and due date. The Success Fee is the Total Amount less the Prepaid Amounts; the second sentence of S3.3 applies mutatis mutandis. Eucade invoices Client, separately per Funded Partner, once its national award is known. The part of the Success Fee calculated on the Awarded Amount of a Funded Partner is payable within thirty (30) days after that Partner has received the first payment from its national funding body, and in any event no later than ninety (90) days after the signature of its national grant agreement or, absent a grant agreement to be signed by that Partner, after receipt of the national award decision; the last sentence of S3.4 applies mutatis mutandis. The Prepaid Amounts are set off against the part or parts that fall due first. Example: two Funded Partners with Awarded Amounts of EUR 80,000 and EUR 150,000 give a Total Amount of EUR 8,000 + EUR 15,000 = EUR 23,000; after deduction of EUR 2,350 in Prepaid Amounts (EUR 450 + 2 × EUR 950), the Success Fee is EUR 20,650. All amounts exclude VAT.

S4.7 Resubmission. If no Partner is funded and Client, with Eucade’s consent, has Eucade resubmit the application at the next cut-off of the same programme, the provisions of this Module apply to the resubmission, and all amounts paid under this Module up to that point are set off against the fees that become payable for the resubmission and then against the Success Fee. Eucade may decline a resubmission under the success fee route on the grounds of S1.4.

S4.8 VAT. Clause 3.3 of the Service Agreement applies to all amounts under this Module. If Client is a business established in the European Union outside the Netherlands with a valid VAT identification number, VAT is reverse-charged, including on the part of the fee calculated on the grant of another Partner.

Part C — Common provisions (Parts A and B)

S5 — Release and payment (replacing clause 3.5 and supplementing clause 4.5)

S5.1 Eucade carries out the submission preparation and makes the final application text available to Client in definitive form once the Entry Fee (Part A) or the Plan Fee and the Writing Fee (Part B) have been received. For as long as those amounts remain unpaid, Eucade is entitled to suspend performance of those obligations; the third and fourth sentences of clause 3.5 of the Service Agreement apply mutatis mutandis.

S5.2 For the purposes of clause 4.5 of the Service Agreement, payment in full of the Fee means payment in full of the amounts referred to in S5.1. In Part B, sharing the deliverables with the Partners to the extent needed for the application counts as use for the purpose of performing this Agreement.

S6 — Termination, non-submission and declining an award (replacing clause 4.2 and supplementing clauses 4.3 and 4.4)

S6.1 Client may terminate this Agreement in writing at any time before submission of the application. Upon termination after work has commenced, Client owes: in Part A, the Entry Fee; in Part B, the Plan Fee and, upon termination after the Go Confirmation, the Writing Fee for each Partner then envisaged in the consortium. In that case the Entry Fee and the Writing Fee fall due immediately. Upon termination before the Readiness Notice, Client owes nothing beyond these amounts, without prejudice to S6.3.

S6.2 Conversion Fee. If, after the Readiness Notice, Client does not submit the final application before the deadline or cut-off of the Target Call, all amounts payable up front under this Module remain payable and, to the extent not yet paid, fall due immediately: in Part A the Entry Fee, in Part B the Plan Fee and the Writing Fee for each Partner (the “Conversion Fee”). If the failure to submit results from a circumstance attributable to Eucade, the Entry Fee or the Writing Fee respectively is not payable and Eucade refunds any amount already paid within thirty (30) days; the Plan Fee and the Application Plan Fee remain payable. Upon termination by Client, S6.1 applies, with the same effect. In Part B, failing to submit, late submission or withdrawal of Client’s own national follow-up application does not fall under this clause. Not accepting an awarded grant does not fall under this clause but under S6.3. The Conversion Fee is payable within fourteen (14) days of the invoice date. It is the agreed price for the work performed and not a penalty; Client is under no obligation to submit the application. It replaces the Success Fee, without prejudice to S6.3.

S6.3 Tail. If a grant is awarded on an application submitted before the end of this Agreement, the Success Fee is payable irrespective of the time of award, with all Prepaid Amounts, including any Conversion Fee paid, being set off. The same applies if Client does not accept a grant awarded to it or does not sign the Grant Agreement within the period set for that purpose, other than for a reason attributable to Eucade: the Success Fee is then calculated on the Awarded Amount as if the grant had been accepted, may be invoiced by Eucade once the refusal or the expiry of that period is established, and is payable within thirty (30) days of the invoice date; the Parties designate the amount as the price they agree for that case, not as a penalty. In Part B, the preceding sentence concerns Client itself only. Furthermore, if, within twelve (12) months after the end of this Agreement, on whatever ground, an application that is based to a predominant extent on the deliverables is submitted by Client (or, in Part B, by a consortium in which Client participates), for the Target Call or for another call or cut-off, and a grant is awarded on that application to Client (or, in Part B, to a Partner), the Success Fee is payable in accordance with this Module, irrespective of the time of award, with all Prepaid Amounts, including any Conversion Fee paid, being set off. If within that period an application for the same project under the same call or programme is submitted, it is presumed to be based to a predominant extent on the deliverables; Client may furnish evidence to the contrary. This clause does not apply after termination under S4.4, after termination by Eucade under clause 4.4 of the Service Agreement or after a refund under clause 5.5(b)(ii) of the Service Agreement.

S6.4 Termination by Eucade for Client’s failure to perform (clause 4.3 of the Service Agreement): the amounts referred to in S6.1 are owed, fall due immediately and are non-refundable. If it becomes apparent after signature that the engagement fails a knock-out criterion of the Target Call because information provided by Client was incorrect or incomplete, this counts as a material failure to perform within the meaning of clause 4.3 of the Service Agreement.

S6.5 Termination by Eucade for compelling reasons (clause 4.4 of the Service Agreement): Eucade refunds the amounts paid under this Module pro rata to the part of the services not performed; no Success Fee or Conversion Fee is payable.

S7 — Information duty and access

S7.1 Client notifies Eucade in writing, in each case within ten (10) working days, of: (a) the outcome of the application, including an award, partial award, ranking or rejection, with a copy of the decision; (b) the signature of the Grant Agreement or, in Part B, the national award decision or the national grant agreement, with a copy of the provisions showing the Awarded Amount; (c) receipt of the first payment, with its date and amount; and (d) any intended or adopted decision to reduce, withdraw or recover the grant. Client may redact information in copies that is not relevant to determining the Success Fee.

S7.2 In Part B, the notifications under S7.1 apply to each Partner. Client gives Eucade access to the award letters of all Partners and ensures, including by a provision in the consortium agreement, that the Partners cooperate to that end.

S7.3 Eucade uses the information obtained solely to determine and collect the fees under this Module and treats it as confidential (clause 6.1 of the Service Agreement).

S7.4 If Client fails to comply with S7.1 or S7.2 within thirty (30) days of a written reminder, and it is established that the application has been awarded or, in Part B, approved at international level, Eucade may calculate the Success Fee as if the grant amount requested in the application had been awarded to Client or to each Partner respectively; that Success Fee is payable within fourteen (14) days of the invoice date. Client may furnish evidence to the contrary; if it shows a lower amount, Eucade refunds the excess received within thirty (30) days. In Part B this presumption does not apply to a Partner for which Client shows that its national funding body has decided not to fund it. Clause 6.4 of the General Terms does not apply to an invoice under this clause; Client may furnish evidence to the contrary up to six (6) months after the invoice date.

S8 — Reduction or recovery after award

S8.1 The Success Fee is calculated on the Awarded Amount. A later reduction, withdrawal or recovery of the grant, including at the final assessment, after an audit or as a result of the implementation of the project, does not affect the Success Fee, save as provided in S8.2.

S8.2 The Success Fee is recalculated on the amount that Client or the Partner concerned retains on balance after the reduction, and Eucade refunds the excess received within thirty (30) days, if and to the extent that: (a) the reduction, withdrawal or recovery results from a failure by Eucade to perform clause 1.1 or 5.2 of the Service Agreement; or (b) the Grant Agreement or the national award is withdrawn or terminated by the funding body, before or after a first payment, for a reason not attributable to Client or the Partner concerned; the Success Fee is then recalculated on the amounts that Client or that Partner has received on balance and may retain. A reduction of the grant without withdrawal or termination, including at the final assessment or after an audit, falls under S8.1. The second sentence of S3.3 continues to apply: Prepaid Amounts are not refunded.

S9 — Liability (replacing clause 5.3)

S9.1 Eucade’s total liability under or in connection with this Agreement is limited to the total of the fees paid and payable by Client under this Module, including the Success Fee, determined at the time the claim is submitted to Eucade in writing, except in cases of intent or deliberate recklessness on the part of Eucade. Clause 8.2 of the General Terms is read with this cap.

S9.2 For the purposes of clause 5.5 of the Service Agreement, the Fee paid by Client means the amounts paid under this Module.

Part D — Final provisions

S10 — Term and final provisions (supplementing clause 4.1)

S10.1 Supplementing clause 4.1 of the Service Agreement, this Agreement remains in force until all amounts under this Module have been paid or it is established that they will not become payable; S6.3, S7 and S8 continue to have effect for the periods referred to therein. A Success Fee or Conversion Fee that has already become payable remains payable after the end of this Agreement.

S10.2 This Module may be amended only in writing. Clauses 7 and 8 of the Service Agreement (governing law, competent court and language hierarchy) apply to this Module.

Accession by a Partner (optional, Part B, S4.2)

[NAME OF PARTNER], a [LEGAL FORM] under the laws of [COUNTRY], established at [ADDRESS], registered under number [REGISTRATION NUMBER], represented by [NAME OF REPRESENTATIVE], accedes to this Module in accordance with S4.2, [for its own share / for all amounts under this Module (mandatory where Client is established outside the EU, the EEA, Switzerland and the United Kingdom; only a Partner established in the EU)]. The Partner confirms that it received and accepts the Service Agreement, the General Terms and this Module before signature, and accepts the choice of Dutch law, the exclusive jurisdiction of the District Court of Rotterdam and the precedence of the Dutch text (clauses 7 and 8 of the Service Agreement).

For the Partner — Date: ______________________ Signature: ______________________

Accepted, Eucade — Date: ______________________ Signature: ______________________

Contract package 2026.6 — final, adopted for use and signature — 26 October 2026