Terms and conditions
1.1 The Help to Grow: Digital Scheme is a grant token scheme which supports the purchase and adoption for eligible SMEs in the UK of certain Eligible Software Products.
1.2 These Terms and Conditions must be accepted by SMEs wishing to participate in the Scheme by taking Grant Tokens towards the purchase of Eligible Software Products.
1.3 Grant Tokens under the Scheme will be offered to SMEs who meet certain eligibility requirements and have accepted these Terms and Conditions.
1.4 Once accepted by the SMEs, these Terms and Conditions shall form a legally binding contract with (Department for Business, Energy and Industrial Strategy) BEIS to the exclusion of any other terms that the SMEs may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.5 BEIS will administer the Scheme initially and will then appoint a Scheme Administrator who will support BEIS in the administration of the Scheme on behalf of BEIS, which may include applying eligibility criteria and issuing Grant Tokens, provided that the applicable terms and conditions are complied with.
1.6 The Scheme is funded by BEIS and any payments of grant funding under the Scheme may be processed and administered by the Scheme Administrator on behalf of BEIS.
- Definitions and Interpretation
2.1 Capitalised words and expressions used in these Terms and Conditions shall have the meanings given to them in Annex A - Defined terms to these Terms and Conditions.
2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.3 A reference to a party includes its successors and permitted assigns.
2.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.6 A reference to writing or written includes emails.
- SME Eligibility and Registration
3.1 SMEs meeting the SME Eligibility Criteria who wish to apply for a Grant Token shall apply to BEIS by following the registration procedure (as updated from time to time and available at guidance page .
3.2 In applying for a Grant Token, the SME confirms and warrants and undertakes that:
3.2.1 it meets the SME Eligibility Criteria;
3.2.2 it accepts these Terms and Conditions;
3.2.3 any information provided in support of its application is complete, true and accurate;
3.2.4 it will declare the value of the Grant Token in any future application for Small Amounts of Financial Assistance under Article 364.4 of the Trade and Cooperation Agreement (or application for De Minimis aid if the Northern Ireland Protocol applies); and
3.2.5 the individual who is making the application to BEIS on behalf of the SME is both an employee of the SME and at least eighteen (18) years old.
3.3 The SME shall provide all reasonable information and assistance to BEIS (and/or the Scheme Administrator at BEIS’ direction) in determining the SME’s eligibility to receive a Grant Token.
3.4 Following receipt of the SME’s application information, BEIS (and/or the Scheme Administrator at BEIS’ direction) may carry out any checks and investigations it deems reasonably necessary and shall determine at its discretion if the SME is eligible to receive a Grant Token. For the avoidance of doubt, BEIS may determine at any stage following the receipt of the SME’s application and for any reason to decline to issue the Grant Token to the SME.
3.5 The SME agrees and acknowledges that BEIS may choose not to enter into SME Terms and Conditions with any SME or (in accordance with Clause 5.3) may choose to withdraw the Scheme (in whole or in part) at any time. Neither BEIS, nor any Scheme Administrator shall (save to the extent expressly provided in these SME Terms and Conditions) be liable for any costs incurred by the SME through the application process or in connection with the Scheme. Neither BEIS nor the Scheme Administrator give any representation or warranty that any application will be accepted, or that any application will be responded to within any particular timescale.
3.6 The SME agrees and acknowledges that:
3.6.1 the SME Eligibility Criteria may be updated from time to time and the SME shall submit any additional information, in whatever form as reasonably requested by BEIS (and/or the Scheme Administrator), to demonstrate its continued eligibility;
3.6.2 BEIS (and/or the Scheme Administrator at BEIS’ direction) may undertake such checks as reasonably required to confirm ongoing eligibility of the SME;
3.6.3 the SME shall notify BEIS (and/or the Scheme Administrator at BEIS’ direction) as soon as reasonably practicable and in any event within seven (7) calendar days of any change in any information previously provided to BEIS (and/or the Scheme Administrator) to demonstrate its eligibility;
3.6.4 any provision of false information by the SME in connection with the Scheme may be fraud, which could lead to their Grant Token being rescinded and further action being taken against it, including, without limitation, any action to recover a sum equivalent to the value of any Grant Token issued to the SME; and
3.6.5 the Registered Vendor shall be permitted to share with BEIS (and/or the Scheme Administrator) any SME information reasonably requested by BEIS (and/or the Scheme Administrator) in connection with the identification and prevention of any fraudulent practices arising in connection with the Scheme.
3.7 In the event that the SME disputes any decision taken by BEIS (and/or the Scheme Administrator at BEIS’ direction) in relation to its application, it may follow the Appeals Process.
- Grant Token Rescission
4.1 BEIS may immediately rescind the Grant Token (and/or may seek to recover the value of the Grant Token) in any of the following events:
4.1.1 where the Eligible Software Product is resold by the SME in breach of these Terms and Conditions, or if a Grant Token is used in breach of any Grant Token restrictions;
4.1.2 where there is any change in the SME’s eligibility status;
4.1.3 where there is any breach of any kind of these Terms and Conditions;
4.1.4 where there is any actual or suspected fraud or misrepresentation on the part of the SME;
4.1.5 where a Grant Token is issued in error; and
4.1.6 where any self certification provided in relation to the Eligibility Criteria is subsequently found to be incorrect, inaccurate or untrue.
4.2 Where a Grant Token is rescinded, the SME may appeal the decision to rescind, subject to and in accordance with the Appeals Process.
4.3 Where a Grant Token is rescinded, the SME shall be responsible for all Software Licence Fees in respect of any Eligible Software Product from the date of the rescission of the Grant Token.
- Closure/Suspension and changes to the Scheme
5.1 Neither BEIS nor the Scheme Administrator give any representation or warranty as to the amounts of grant available to SMEs.
5.2 BEIS may update and amend these Terms and Conditions, and any other procedure, policy or criteria referred to herein by providing not less than fourteen (14) days prior notice via the Help to Grow Platform or otherwise in writing.
5.3 BEIS may amend or close the Scheme at any time (in whole or in respect of any SMEs) by providing not less than thirty (30) days’ notification to the affected SMEs via the Help to Grow Platform or otherwise in writing.
5.4 BEIS may suspend the Scheme (in whole or in respect of any SMEs) for any reason, at any time, without prior notice.
5.5 Registered Vendors may amend the product information and/or pricing of an Eligible Software Product from time to time with agreement from BEIS (and/or the Scheme Administrator). Any such updated information on Eligible Software Products shall be available on the Help to Grow Platform.
5.6 In the event of any change to or closure or suspension of the Scheme, any Grant Token which has been issued under it prior to such change, closure or suspension may be redeemed by the SME prior to the Grant Token Expiry Date in accordance with these Terms and Conditions.
- General SME Obligations
6.1 The SME shall provide any information, assistance or responses reasonably requested in connection with the Scheme by BEIS (and/or the Scheme Administrator) promptly and in any event within three (3) Working Days.
6.2 The SME warrants that:
6.2.1 it is duly authorised to enter into these Terms and Conditions and an authorised signatory has either signed or indicated acceptance of these Terms and Conditions electronically; and
6.2.2 it has all necessary certifications, consents and authorisations to take part in the Scheme and to purchase the Eligible Software Products and shall immediately notify BEIS (and/or the Scheme Administrator at BEIS’ direction) if it ceases to hold any of the same.
6.3 The SME agrees and acknowledges that BEIS (and/or the Scheme Administrator) may conduct spot checks at any time during the SME’s use of the Scheme and/or any Grant Token to investigate:
6.3.1 any suspicion of fraudulent activity;
6.3.2 any suspicion of false representation; and/or
6.3.3 any suspicion of changes to the SME that would be inconsistent with the SME Eligibility Criteria.
- Grant Token Application and Redemption
7.1 Following receipt of the application by the SME described at clause 3 above, if BEIS determine that the SME is eligible to receive a Grant Token, it shall issue the Grant Token to the SME via the Help to Grow Platform or otherwise in writing or by email.
7.2 The SME may redeem the Grant Token by accessing the website of a Registered Vendor via the Help to Grow Platform and following the instructions contained therein or otherwise provided in writing or by email.
7.3 The Grant Token is only permitted to be used within the Grant Token restrictions described at clause 8 below and otherwise notified to the SME via the Help to Grow Platform or in writing or by email.
- Grant Token Restrictions
8.1 BEIS shall determine the value of the Grant Token in its reasonable discretion and based on the Software Licence Fees published (together with any discounts or offers authorised by BEIS) by a Registered Vendor at or around the time that the Grant Token is issued.
8.2 Grant Tokens for an Eligible Software Product shall not be issued for sums in excess of:
8.2.1 £5,000; or
8.2.2 50% of the Software Licence Fees; or
8.2.3 for a period exceeding 12 months.
8.3 A Grant Token is not transferrable and may only be used once. A Grant Token shall only be valid for:
8.3.1 the validity period described in the Grant Token;
8.3.2 the Eligible Software Product and Registered Vendor described in the Grant Token;
8.3.3 the SME’s own business use; and
8.3.4 the Initial Period for any Eligible Software Product term only.
8.4 Where a Grant Token is issued for a subscription Software Licence Fee, it may be redeemed pro-rata across the Initial Period for which the Grant Token is issued.
- Purchasing Eligible Software Products
9.1 The SME may use the Help to Grow Platform to view a list of Eligible Software Products, descriptions and capability frameworks relating to the Eligible Software Products.
9.2 The SME agrees and acknowledges that it is for them to research the Eligible Software Products available through the Scheme and assess their fitness for purpose within the SME.
9.3 Neither BEIS nor the Scheme Administrator provide any advice, warranty or other assurance as to the information provided on the Help to Grow Platform about the Eligible Software Products or the potential efficiencies, savings available through use of any Eligible Software Product or the quality, fitness for purpose or otherwise of any Eligible Software Product or the Software Terms and Conditions.
9.4 All sales for the purchase of Eligible Software Products will be concluded by the SME directly with the Registered Vendor through the Registered Vendor website or via any other method specified directly with the Registered Vendor.
9.5 The SME agrees and acknowledges that it will need to enter into separate Software Terms and Conditions on purchasing the Eligible Software Product, which will be between the SME and Registered Vendor. The Software Terms and Conditions may include a right for the Registered Vendor to terminate a licence or take other action where a Grant Token is used by the SME fraudulently or otherwise in breach of these Terms and Conditions or the Software Terms and Conditions.
9.6 The SME agrees and acknowledges that any hardware purchases, or additional software or services (such as consultancy or maintenance services) are out of scope of the Scheme and any Grant Token may not be used for the purchase of any such additional hardware or services.
9.7 Neither BEIS nor the Scheme Administrator have any liability whatsoever for any losses or damages arising out of or in connection with:
9.7.1 the receipt or use of the Eligible Software Products;
9.7.2 the performance or otherwise of the Software Terms and Conditions; or
9.7.3 any other hardware, software or services purchased by the SME from a Registered Vendor.
9.8 The SME agrees and acknowledges that the Eligible Software Product is purchased for its own business uses only and it shall not resell or sub-licence any Software purchased used with Grant Token.
9.9 The SME shall promptly notify BEIS (and/or the Scheme Administrator) in the event that its licence for the Eligible Software Product is cancelled or terminated (for any reason) within the Initial Period.
- Software Licence Fees
10.1 The SME may be able to view pricing information for each Eligible Software Product on the Help to Grow Platform.
10.2 The SME agrees and acknowledges that is responsible for the remaining Software Licence Fees (beyond the value of the Grant Token) and is responsible for any ongoing liability to pay Software Licence Fees for subscriptions beyond the Initial Period. Neither BEIS nor the Scheme Administrator have any liability whatsoever in respect of any such ongoing commitments.
10.3 The SME agrees and acknowledges that the value of the Grant Token is calculated based on the Software Licence Fees for the SME requirement published at the time the Grant Token is issued. The SME will be responsible for any additional Software Licence Fees in the event that they request additional users from the Registered Vendor.
10.4 The SME agrees and acknowledges that the value of the Grant Token shall be calculated on the licence fees for Eligible Software Products before the application of VAT. The SME shall be responsible for the payment of any VAT properly due and payable in respect of any purchase of Eligible Software Products.
11. Complaints Procedure
11.1 The SME shall comply with the Complaints Procedure.
11.2 The SME should raise any complaints in connection with the Eligible Software Product or the Registered Vendor directly with the Registered Vendor.
12. Records and Audit
12.1 The SME shall keep Relevant Records for at least six (6) years following the purchase of any Eligible Software Product.
12.2 The SME will allow authorised representatives of BEIS and/or the Scheme Administrator at BEIS’ direction to take copies and audit the Relevant Records.
- Limitation of Liability
13.1 Neither BEIS nor the Scheme Administrator shall have any liability whatsoever for any indirect or consequential loss or damage incurred in connection with:
13.1.1 any delay or decision not to issue a Grant Token;
13.1.2 the SMEs use of the Eligible Software Product and/or the Software Terms and Conditions; or
13.1.3 any negligence or breach of the Software Terms and Conditions by the Registered Vendor.
13.2 It is the responsibility of the SME to:
13.2.1 determine if the Eligible Software Product is fit for the purpose for which the SME wishes to use it for;
13.2.2 review the Software Terms and Conditions; and
13.2.3 pay for any Software Licence Fees or other charges in excess of the value of the Grant Token, and if the SME fails to do so, neither BEIS nor the Scheme Administrator will be liable to the SME for any costs or losses incurred as a result.
13.3 Neither BEIS nor the Scheme Administrator shall be liable to the SME for any business losses or loss of rent howsoever caused.
13.4 Neither BEIS nor the Scheme Administrator shall be in breach of these Terms and Conditions nor liable for any delay in performing, or failure to perform, any of its obligations under them if such delay or failure results from events, circumstances or causes beyond its reasonable control.
13.5 Nothing in these Terms and Conditions will have the effect of excluding or limiting the liability of BEIS or the Scheme Administrator for death or personal injury caused by (respectively) the negligence of BEIS or the Scheme Administrator nor (respectively) any fraud or fraudulent misrepresentation by BEIS or the Scheme Administrator, or any other matter which, by law, may not be excluded or limited.
- Data Protection
14.1 BEIS and the SMEs will comply at all times with their respective obligations as data Controllers under the Data Protection Legislation.
14.2 When the Scheme Administrator is appointed by BEIS to administer the Scheme, the Scheme Administrator is expected to be a Processor and will comply with all relevant data processing requirements under the Data Protection Legislation.
14.3 The SMEs will be provided with a privacy notice prior to, or at the point that Personal Data is collected by BEIS or the Scheme Administrator, which will detail how and why Personal Data is being processing under the Scheme by BEIS or the Scheme Administrator and confirm other information required under relevant Data Protection Legislation.
15.1 For the purposes of this clause 15, the term “Disclosing Party” shall mean a party which discloses or makes available directly or indirectly its Confidential Information and “Recipient” shall mean the party which receives or obtains directly or indirectly Confidential Information.
15.2 The Recipient shall:
15.2.1 treat the Disclosing Party’s Confidential Information as confidential and keep it in secure custody (which is appropriate depending upon the form in which such materials are stored and the nature of the Confidential Information contained in those materials);
15.2.2 not disclose the Disclosing Party’s Confidential Information to any other person except as expressly set out in these Terms and Conditions or without obtaining the owner's prior written consent;
15.2.3 not use or exploit the Disclosing Party’s Confidential Information in any way except for the purposes anticipated under these Terms and Conditions; and
15.2.4 immediately notify the Disclosing Party if it suspects or becomes aware of any unauthorised access, copying, use or disclosure in any form of any of the Disclosing Party’s Confidential Information.
15.3 The Recipient shall be entitled to disclose the Confidential Information of the Disclosing Party:
15.3.1 where the Recipient is required to disclose the Confidential Information by Law, provided that clause 16 (FOIA and EIRs) shall apply to disclosures required under the FOIA or the EIRs;
15.3.2 to staff who are directly involved in the provision of the Scheme and need to know the Confidential Information to enable performance of the Scheme;
15.3.3 to its auditors;
15.3.4 to its professional advisers for the purposes of obtaining advice in relation to the Scheme; and
15.3.5 where the need for such disclosure arises out of or in connection with:
(i) any legal challenge or potential legal challenge against BEIS arising out of or in connection with the Scheme;
(ii) the examination and certification of BEIS’ accounts (provided that the disclosure is made on a confidential basis) or for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which SMEs are making use of any Eligible Software Product provided under the Scheme;
(iii) the conduct of a central government body review in respect of the Scheme; or
(iv) the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010 and the disclosure is being made to the Serious Fraud Office.
15.4 The SME acknowledges that, to the extent permitted under the Software Terms and Conditions, the Registered Vendor may share all information that it has obtained from the SME with BEIS (and/or the Scheme Administrator) where necessary for the purposes of administering the Scheme and/or to report on any fraudulent activity. For the avoidance of doubt, BEIS and the Scheme Administrator undertake to use and process SME information provided by the Vendor in accordance with its obligations under clauses 15 and 16 of these Terms and Conditions and Data Protection Legislation.
- FOIA and EIRs
16.1 The SME acknowledges that BEIS is subject to the requirements of the FOIA and the EIRs. The SME shall:
16.1.1 provide all necessary assistance and cooperation as reasonably requested by BEIS to enable the BEIS to comply with its obligations under the FOIA and EIRs;
16.1.2 transfer to BEIS all requests for information relating to the FOIA or EIRs with respect to the Scheme that it receives as soon as practicable and in any event within five (5) days of receipt (or such other period as BEIS may reasonably specify);
16.1.3 provide BEIS with a copy of all information belonging to BEIS requested in the request for information relating to the FOIA or EIRs, which is in its possession or control, in the form that BEIS requires within ten (10) days (or such other period as BEIS may reasonably specify) of BEIS’ request for such Information; and
16.1.4 not respond directly to a request for information relating to the FOIA or EIRs, unless authorised in writing to do so by BEIS.
16.2 The SME acknowledges that BEIS may be required under the FOIA and EIRs to disclose information (including Confidential Information) without consulting or obtaining consent from the SME.
16.3 BEIS shall take reasonable steps to notify the SME of a request for information (in accordance with the Cabinet Office's Freedom of Information Code of Practice issued under section 45 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in these Terms and Conditions) BEIS shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs.
- Subsidy Control
17.1 The Grant Token is provided as Small Amounts of Financial Assistance (or De Minimis aid for SMEs in scope of the Northern Ireland Protocol) to SMEs and the value of the Grant Token should be declared as such in any future application by the SME for state aid/subsidy.
17.2 After enactment of the Subsidy Control Bill 2021, these Terms and Conditions may be amended to reflect any new legal requirements for subsidies.
17.3 SMEs will be required to self-certify that they are eligible for Grant Tokens and that the receipt of a Grant Token will not put them in breach of this Small Amounts of Financial Assistance (or De Minimis aid for SMEs in scope of the Northern Ireland Protocol) subsidy.
17.4 Participation in the Scheme is made available in accordance with article 364.4 of the Trade and Cooperation Agreement, which enables the SME to receive up to a maximum level of subsidy (a “Small Amount of Financial Assistance”). The threshold is 325,000 Special Drawing Rights (approximately 330,000.00 at the time of drafting) over a period of three financial years. The SME warrants that it either:
17.4.1 has not received any Small Amount of Financial Assistance subsidy or De Minimis aid (whether from or attributable to BEIS or any other public authority) during the current and two previous fiscal years; or
17.4.2 has received one or more grants of De Minimis aid or Small Amounts of Financial Assistance subsidy during the current and two previous fiscal years, and that receipt of this Grant Token will not cause them to exceed the limit of 325,000 Special Drawing Rights over a period of three financial years.
17.5 Where the SME has operations based in Northern Ireland in goods or wholesale electricity, or is otherwise deemed to be in scope of Article 10 of the Northern Ireland Protocol, participation in the Scheme is made available in accordance with De Minimis aid which enables the SME to receive up to €200,000.00 euros over a period of three financial years. Where the Northern Ireland Protocol applies, the SME warrants that it has not exceeded this threshold.
18.1 Force Majeure. Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one (1) month, the party not affected may withdraw from the Scheme by giving one (1) month’s written notice to the affected party.
18.2.1 BEIS may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms and Conditions.
18.2.2 The SME may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms and Conditions without the prior written consent of BEIS.
18.3 Entire agreement. These Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 Severance. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision of these Terms and Conditions is deemed deleted under this clause 18.5 the Scheme Administrator or BEIS shall provide replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.6 Notices. Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be delivered by the contact name and contact address for the parties set out in the registration application for the Scheme.
18.7 Third party rights. Unless it expressly states otherwise, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
18.8 JurisdictionThe parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation of a contract.
18.9 Governing law. These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the Law of England and Wales.