Terms & Conditions

These Terms and Conditions (“Terms”) govern the provision of services by Kanzen Labs Ltd, a company registered in England and Wales (“Kanzen Labs”, “we”, “us”, “our”), with its registered address at Unit 3 Highlands Road, Solihull, B90 4ND, to its business clients (“Client”, “you”, “your”).

These Terms apply to all projects, engagements and services provided by Kanzen Labs on a project-by-project basis. By engaging our services, you agree to be bound by these Terms. Please read them carefully.

1. Definitions

In these Terms, the following definitions apply:

“Project” means the specific scope of work agreed between Kanzen Labs and the Client as set out in a Project Brief or written agreement.
“Project Brief” means the written document outlining the agreed scope, deliverables, timeline and fees for a Project.
“Services” means any formulation, manufacturing, compliance, regulatory, testing, validation or white label services provided by Kanzen Labs.
“Deliverables” means any formulations, products, reports, documentation or other outputs produced by Kanzen Labs in connection with a Project.
“Intellectual Property” means all patents, trade marks, design rights, copyright, know-how, trade secrets and any other intellectual property rights, whether registered or unregistered.

2. Engagement and Project scope

Each Project will be governed by a Project Brief agreed in writing between Kanzen Labs and the Client prior to commencement. The Project Brief will set out:

The scope of Services to be provided
Agreed deliverables and timelines
Fees and payment terms
Any specific technical, regulatory or commercial requirements

Any changes to the agreed scope must be requested in writing and agreed by both parties before additional work commences. Kanzen Labs reserves the right to charge additional fees for any out-of-scope work.

3. Formulation services

Where Kanzen Labs provides formulation services, the following terms apply:

All formulations are developed from first principles based on the Client’s brief. Kanzen Labs does not guarantee that any initial formulation will meet all requirements without iteration.
The number of formulation iterations included within a Project will be agreed in the Project Brief. Additional iterations may be subject to additional charges.
The Client is responsible for providing accurate and complete information regarding their target market, intended use, and any specific ingredient requirements or restrictions.
Kanzen Labs will use reasonable skill and care in formulation development but cannot guarantee specific performance outcomes where these depend on variables outside our control.

4. Manufacturing and production

Where Kanzen Labs provides manufacturing or production services, the following terms apply:

Minimum order quantities (MOQs) will be agreed in the Project Brief.
Production will only commence once the Client has approved the final formulation in writing.
Kanzen Labs will use Good Manufacturing Practice (GMP) standards in all production activities.
The Client accepts that minor batch-to-batch variations within industry-accepted tolerances are inherent in cosmetic manufacturing and do not constitute a defect.
Risk in goods passes to the Client upon dispatch from our facilities.

5. Compliance and regulatory services

Where Kanzen Labs provides compliance or regulatory services, the following terms apply:

Kanzen Labs will use reasonable skill and care to ensure that formulations and documentation meet applicable UK and EU regulatory requirements as understood at the time of the Project.
The Client acknowledges that regulatory frameworks are subject to change and that Kanzen Labs cannot be held liable for changes in regulation that occur after delivery of the relevant Services.
The Client remains ultimately responsible for ensuring that their products are compliant with all applicable laws and regulations in each market in which they are sold.
Kanzen Labs will prepare documentation including Cosmetic Product Safety Reports (CPSR) and Product Information Files (PIF) where agreed in the Project Brief. These documents are prepared in good faith but the Client should seek independent legal or regulatory advice where required.

6. Testing and validation

Where Kanzen Labs provides testing and validation services, the following terms apply:

All testing will be conducted in accordance with applicable industry standards and the specific protocols agreed in the Project Brief.
Test results are valid for the specific formulation and batch tested. Any changes to formulation or production process may require re-testing.
Kanzen Labs will provide written test reports as part of the agreed deliverables.
Kanzen Labs is not liable for product performance in market conditions that differ materially from those tested.

7. White label products

Where Kanzen Labs provides white label products, the following terms apply:

White label products are supplied on the basis that the Client accepts full responsibility for labelling, marketing claims and compliance in their territory.
The Client must not make any claims about white label products that have not been substantiated by testing or documentation provided by Kanzen Labs.
Kanzen Labs retains ownership of the base formulation unless otherwise agreed in writing.

8. Fees and payment

Fees for each Project will be as set out in the Project Brief.
Unless otherwise agreed, Kanzen Labs requires a deposit of [INSERT DEPOSIT PERCENTAGE, e.g. 50%] of the total Project fee before work commences.
The balance is due upon completion of the Project or delivery of the agreed Deliverables, unless a different schedule is agreed in writing.
Invoices are payable within [INSERT PAYMENT TERMS, e.g. 14 or 30] days of the invoice date.
Kanzen Labs reserves the right to charge interest on overdue invoices at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
All fees are exclusive of VAT, which will be charged at the applicable rate where relevant.

9. Intellectual property

Any Intellectual Property created by Kanzen Labs in the course of a Project (“Project IP”) shall remain the property of Kanzen Labs unless expressly transferred to the Client in writing.
Upon full payment of all fees due, Kanzen Labs grants the Client a non-exclusive licence to use the Project IP solely for the purposes of commercialising the agreed Deliverables.
Full assignment of Project IP to the Client may be agreed in writing and may be subject to additional fees.
The Client warrants that any materials, briefs or third-party ingredients provided to Kanzen Labs do not infringe any third-party Intellectual Property rights.
Kanzen Labs retains the right to reference the existence of a Project (but not confidential details) for business development purposes unless the Client requests otherwise in writing.

10. Confidentiality

Both parties agree to keep confidential any information disclosed by the other party in connection with a Project that is designated as confidential or that would reasonably be understood to be confidential.
This obligation does not apply to information that is or becomes publicly known through no fault of the receiving party, or that the receiving party is required to disclose by law.
Kanzen Labs will not disclose Client formulations, briefs or project details to third parties without the Client’s prior written consent.

11. Liability

Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or any other liability that cannot be excluded by law.
Subject to the above, Kanzen Labs’ total liability to the Client in connection with any Project shall not exceed the total fees paid by the Client for that Project.
Kanzen Labs shall not be liable for any indirect, consequential, special or incidental loss including loss of profit, revenue, business or reputation, even if advised of the possibility of such losses.
The Client is solely responsible for any claims, losses or liabilities arising from the commercialisation, marketing or sale of products produced using Kanzen Labs’ Services.

12. Termination

Either party may terminate a Project by giving [INSERT NOTICE PERIOD, e.g. 14 days] written notice to the other party.
In the event of termination by the Client, Kanzen Labs shall be entitled to invoice for all work completed up to the date of termination, plus any non-recoverable costs incurred.
Kanzen Labs may terminate a Project immediately and without liability if the Client is in material breach of these Terms and fails to remedy that breach within 7 days of written notice.

13. Force majeure

Neither party shall be liable for any delay or failure to perform their obligations under these Terms where such delay or failure arises from circumstances beyond their reasonable control, including but not limited to acts of God, supply chain disruption, regulatory changes, pandemics or industrial action. The affected party must notify the other as soon as reasonably practicable.

14. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.

15. General

These Terms, together with the relevant Project Brief, constitute the entire agreement between the parties in respect of each Project and supersede all prior discussions and agreements.
No variation to these Terms shall be effective unless agreed in writing by both parties.
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
A failure to exercise or delay in exercising a right or remedy does not constitute a waiver of that right or remedy.

16. Contact

For any queries relating to these Terms, please contact:

Kanzen Labs Ltd
Email: info@kanzenlabs.co.uk
Address: Unit 3 Highlands Road, Solihull, B90 4ND