Calzen Unlimited

Client agreement

Terms of Service

The business terms that apply when a customer accepts a Calzen quotation or instructs us to provide services.

Last updated: 19 August 2026

Application and entire agreement

  1. These Terms of Service apply to the provision of the services detailed in our quotation, proposal or order document (Services) by Calzen Limited, a company registered in England and Wales under company number 13322716, trading as Calzen Unlimited (we, us or Service Provider), to the business customer buying the Services (you or Customer).
  2. You are deemed to have accepted these Terms of Service when you accept our quotation, instruct us to begin, pay an invoice or when we begin performing the Services, whichever happens first. These Terms of Service and our quotation together form the Contract and are the entire agreement between us.
  3. You acknowledge that you have not relied on any statement, promise or representation made by or on our behalf unless it is set out in the Contract. These terms apply to the exclusion of other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

  1. A business day means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. Headings in these Terms of Service are for convenience only and do not affect their interpretation.
  3. Words in the singular include the plural and vice versa.

Services

  1. We will use reasonable care and skill in performing the Services and will comply with the quotation, including any specification, in all material respects. We may make changes necessary to comply with applicable law or a safety requirement and will notify you where this is necessary.
  2. We will use reasonable endeavours to complete the Services within the agreed time or the time stated in the quotation. Time is not of the essence in the performance of our obligations unless expressly agreed in writing.
  3. These Terms of Service also apply to goods supplied in connection with the Services unless we specify otherwise.

Your obligations

  1. You must obtain any permissions, consents or licences we reasonably need and give us timely access to all relevant information, materials, accounts, systems, people and other resources required to provide the Services.
  2. If you do not comply with clause 10, we may suspend or terminate the affected Services after giving you reasonable notice where practicable.
  3. We are not liable for delay or failure caused by your failure to meet the obligations in this section.

Fees

  1. The fees for the Services (Fees), including whether they are fixed, recurring or otherwise calculated, are set out in the quotation.
  2. In addition to the Fees, we may recover the cost of third-party services and materials reasonably required to perform the Services where those costs are stated in the quotation or approved by you.
  3. Additional services outside the quotation will be charged at our then current applicable rate or another rate agreed in writing. Clause 14 also applies to those additional services.
  4. The Fees are exclusive of VAT and any other applicable taxes or levies imposed by a competent authority, unless stated otherwise.

Cancellation and amendment

  1. We may withdraw, cancel or amend a quotation before it is accepted. Unless the quotation states otherwise, it expires seven days after its date.
  2. Either party may cancel an order before the quotation is accepted. This clause does not apply to coaching services where separate cancellation terms have been agreed.
  3. If you want to amend the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to accommodate the change, and additional costs will be added to the Fees and invoiced to you.
  4. If circumstances beyond our control require us to change the Services or how they are provided, we will notify you and use reasonable endeavours to keep the change to a minimum.
  5. Unless the quotation states otherwise, ongoing contracts operate on a four-week rolling basis. You may cancel by giving at least 30 days' written notice before the next billing cycle to avoid being charged for the following cycle. This clause does not apply to coaching services where separate cancellation terms have been agreed.

Payment

  1. We will invoice you on the dates stated in the quotation. Services will not begin until the relevant invoice has been paid in full unless we agree otherwise in writing.
  2. You must pay Fees within seven days of the invoice date unless different credit terms are agreed in writing.
  3. Time for payment is of the essence of the Contract.
  4. Without limiting another right or remedy, overdue amounts may carry interest at five per cent per year above the Bank of England base rate, calculated from the due date until payment in full.
  5. Payments must be made in full without deduction or withholding except as required by law. Neither party may use a credit, set-off or counterclaim to justify withholding an amount due.
  6. If you do not pay on time, we may suspend the Services and cancel future services ordered or arranged by you.
  7. We will issue a payment receipt at your request.
  8. Payments must be made in pounds sterling unless we agree otherwise in writing.
  9. Fees are non-refundable after the Services have begun, except where a refund is required by law or expressly agreed by us in writing. This does not affect any statutory rights that cannot lawfully be excluded.

Subcontracting and assignment

  1. We may assign, transfer, charge, subcontract or otherwise deal with our rights under these Terms of Service and may subcontract or delegate our obligations to a third party.
  2. You must not assign, transfer, charge, subcontract or otherwise deal with your rights or obligations under these Terms of Service without our prior written consent.

Termination

  1. We may terminate the Services immediately if you:
    • 33.1 commit a material breach of the Contract;
    • 33.2 fail to pay an amount due on its payment date;
    • 33.3 become, or in our reasonable opinion are about to become, subject to a bankruptcy order or another statutory provision for the relief of insolvent debtors;
    • 33.4 enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or another arrangement with creditors; or
    • 33.5 enter voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed over assets or undertakings, take steps towards an administration or winding-up process, convene a meeting of creditors, or become subject to proceedings relating to actual or possible insolvency.

Intellectual property

  1. Unless the quotation expressly states otherwise, we reserve all copyright and other intellectual property rights in materials, methods, templates and deliverables supplied in connection with the Services. We may take appropriate action to restrain or prevent infringement of those rights.

Liability and indemnity

  1. Our liability under the Contract, in breach of statutory duty, in tort, for misrepresentation or otherwise is limited as set out in this section.
  2. Our total aggregate liability is limited to the total Fees payable by you under the Contract.
  3. To the fullest extent permitted by law, we are not liable in connection with the Services or our other obligations for:
    • 37.1 indirect, special or consequential loss, damage, costs or expenses;
    • 37.2 loss of profits, anticipated profits, business, data, reputation or goodwill, business interruption or third-party claims;
    • 37.3 failure or delay caused by circumstances beyond our reasonable control;
    • 37.4 loss caused directly or indirectly by your failure or breach of your obligations; or
    • 37.5 loss arising from your choice of Services, how those Services meet your requirements, or your use of the Services or related goods.
  4. You must indemnify us against damages, costs, claims and expenses arising from loss or damage to equipment, including third-party equipment, caused by you or your agents or employees.
  5. Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

Data protection

  1. In supplying the Services, we may gain access to, transfer, store or process personal data relating to the Customer, its personnel or other individuals.
  2. Where we process personal data solely on your documented instructions to provide the Services, you are the controller and we are the processor for that processing. Each party remains a controller for personal data it uses for its own legitimate business administration and legal obligations.
  3. Personal Data, Processing, Controller, Processor and Data Subject have the meanings given by applicable UK data protection law.
  4. When acting as processor, we will process personal data only as reasonably required to provide the Services or as documented and agreed with you. We will not retain it longer than necessary for that processing or use it for an unrelated purpose.
  5. We will not disclose personal data to third parties except to personnel, agents, subcontractors or advisers who need it and are subject to suitable obligations, or where disclosure is required by law.
  6. We will maintain appropriate technical and organisational security measures for personal data processed on your behalf. More information is set out in our Privacy Policy. Privacy enquiries can be sent to info@calzen.co.uk.

Circumstances beyond a party's control

  1. Neither party is liable for failure or delay caused by circumstances beyond its reasonable control. This may include industrial action, civil unrest, fire, flood, storms, earthquakes, terrorism, war, governmental action or another event outside that party's control. If the delay continues for 90 days, either party may terminate the affected Services.

Communications

  1. Formal notices under the Contract must be in writing and signed by or on behalf of the party giving notice.
  2. A notice is deemed received:
    • 48.1 when delivered during the recipient's normal business hours, if delivered by courier, messenger or registered mail;
    • 48.2 when sent by email if a successful transmission report or return receipt is generated;
    • 48.3 on the fifth business day after posting by national ordinary mail; or
    • 48.4 on the tenth business day after posting by airmail.
  3. Notices must be sent to the most recent postal or email address notified by the receiving party.

No waiver

  1. A delay, act or omission by a party in exercising a right or remedy is not a waiver of that or another right or remedy and does not prevent its later exercise.

Severance

  1. If a provision is found unlawful, invalid or unenforceable, it will be severed to the extent required and the remaining provisions will remain valid and enforceable.

Law and jurisdiction

  1. The Contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising under or in connection with it, including non-contractual disputes or claims.

Company details

  1. Calzen Limited is registered in England and Wales under company number 13322716. Its registered office is 61 Bridge Street, Kington, London, United Kingdom, HR5 3DJ. Calzen Limited trades as Calzen Unlimited. You can contact us at info@calzen.co.uk.