Closing Clients System

Closing Clients System – Phase 1 Service Terms

Originally published: 28 July 2026

These terms are a contract between Longden & Longden Ltd (company number 14703564, VAT registration number GB517943273, registered in England & Wales at 124 City Road, London EC1V 2NX) and the person or business paying for the Closing Clients System (the "Client"). They take effect when the Client ticks the acceptance box at Stripe checkout and pays the Initial Payment.

Phase 1 use and the Phase 2 decision. Phase 1 pays for installation, testing and the agreed proof result, not permanent use of CCS-created email sequences. Once the Qualified Call milestone is met, we pause the campaigns we manage. If Client declines Phase 2 or does not accept and make its required first payment by the decision deadline, we end delivery and remove the CCS-created sequences under Sections 10 and 13. Client keeps its tools, accounts, domains, inboxes, lead data, replies and campaign records. Declining Phase 2 does not create any right to a Phase 1 refund. Sections 9 and 10 explain the refund and dispute provisions.

1. The Parties and When These Terms Start

Longden & Longden Ltd is a company registered in England & Wales under company number 14703564, VAT registration number GB517943273, with registered office at 124 City Road, London EC1V 2NX. In these terms we call ourselves "we", "us", or "Longden & Longden".

Client is the person or business paying for the Closing Clients System.

These terms start on the date Client ticks the acceptance box at Stripe checkout and pays the Initial Payment (the "Effective Date").

Applicable version. The version accepted by Client governs the engagement. Publishing a later version does not change an existing agreement. An existing agreement may be changed only through its applicable amendment process.

2. The Two Phases

These terms govern Phase 1 only. Phase 2 is a separate, optional purchase.

Phase 1 (Proof). Client pays the Initial Payment. Over the 74-day period following the onboarding call, subject to Section 7, we install and run the System (defined in Section 3), aiming to deliver the first Qualified Call from the ICP List. Phase 1 is designed to prove the System works before Client decides whether to purchase Phase 2.

Phase 2 options. The ownership and training option includes the six-month training and handover package described in Section 11. A separately offered done-for-you management option has its own scope, charges and terms; buying that option does not automatically include the training package or its guarantees. The Phase 2 option offered to Client, its services, price, payment schedule and any guarantee must be set out in the separate agreement supplied before Client accepts it (the "Phase 2 Agreement").

Phase 2 starts only when Client expressly accepts its agreement and makes the first payment required by it, as set out in Section 10. Delivery of a Qualified Call, access to existing accounts, or silence does not by itself start Phase 2 or create a Phase 2 payment obligation. When Phase 2 takes effect, its agreement governs that relationship in place of these terms, subject to provisions that expressly survive and are not replaced.

3. What We Do in Phase 1

In Phase 1 we install a cold email client acquisition system (the "System") inside Client's business. This includes:

  • Warming up Client's sending domains and inboxes over the first 14 days
  • Building the target prospect list together with Client during the onboarding call (the "ICP List")
  • Writing email sequences and setting up sending infrastructure
  • Running the System on Client's behalf, monitoring performance, and optimising

The goal of Phase 1 is to deliver Client's first Qualified Call (defined in Section 8). The Phase 1 permission to use CCS-created sequences is limited as set out in Section 13. It is not a permanent sequence licence or the Phase 2 handover.

4. What Client Must Do

Client must meet the requirements in this section. The Phase 1 guarantee is conditional on Client complying with the Non-Interference rules below. Client changes to or pauses of campaigns void that guarantee as set out in Section 9. Other failures, including delays in providing information, access or software payments, are dealt with under Sections 7, 9 and 15.

Getting Started

  • Attend the onboarding call within 5 working days of the Effective Date
  • Provide any information or materials we request within 1 business day of the request
  • Pay the software, inbox and domain providers directly when the agreed payments are due, and keep the required subscriptions and access active throughout Phase 1
  • Allow us to build and run the cold-traffic offer. Client has review rights, but final creative and positioning decisions rest with us. We will not do anything that damages Client's reputation.

Calendar Availability

  • Client's booking calendar has open slots such that any prospect from the ICP List can book a call within 3 working days of their booking request, at all times during Phase 1

Call Attendance and Recordings

  • Client attends every scheduled call, joining 5 minutes early.
  • Client must have a working call recorder, test it before calls begin, and record every sales call booked through the System. The recording must cover the full conversation and, where the prospect does not join, the waiting period from the scheduled start until at least 5 minutes after the scheduled start time. Client must remain available in the meeting throughout that waiting period.
  • If the prospect has not joined, Client must also attempt to contact them by email and/or phone before reporting a no-show.
  • Client reports the outcome of every call (attended, no-show or rescheduled) to us within 24 hours, keeps the original recording and relevant attendance/contact-attempt records securely for Phase 1 and any outstanding delivery dispute, and provides them securely on request so we can assess attendance and the qualification criteria in Section 8. Records must not be edited in a way that obscures what happened.
  • Client must inform prospects about recording, its verification purpose and sharing with us, obtain consent where required, and comply with applicable recording and data-protection rules. If recording is lawfully prevented or a technical failure occurs, Client must tell us promptly, preserve available platform attendance logs and other reliable evidence, and arrange a lawful recording method for future calls. This does not waive the requirement to maintain and use a working recorder.

Reply Handling and Optimisation

  • Client responds to every positive prospect reply within 4 business hours using the response scripts we provide during onboarding
  • Client provides any information or assistance we need for optimisation within 2 business days. We make all changes to the campaigns

Non-Interference

  • Client must not amend, pause, stop, delete or otherwise interfere with any campaign during Phase 1. This includes changes to the ICP List, offer, campaign copy, sending settings or infrastructure. The same restriction applies to anyone acting on Client's behalf, other than us.
  • All campaign changes and pauses must be carried out by us. Client must bring any requested change or concern to us and must not make the change themselves or instruct another person to do so.
  • If Client or anyone acting on Client's behalf, other than us, changes or pauses a campaign, the Phase 1 guarantee is void from that point. There is no permitted pause period. Section 9 explains the effect on refunds.
  • Client provides us with uninterrupted admin access to all campaign, CRM, and calendar platforms.

5. What Client Pays Us

Client pays an Initial Payment when accepting these terms. The amount is shown on the Stripe payment page. It pays for the Phase 1 work and proof engagement, subject to the guarantee and refund provisions in Section 9.

No Phase 2 fee becomes payable merely because the Qualified Call milestone is met or Client does not reply. Before Client accepts Phase 2, we supply the agreement for the offered option with its price, payment schedule and first required payment (the "Phase 2 Payment"). The Phase 2 Agreement takes effect only after Client expressly accepts it and makes that required first payment. It then governs any further fees due. Section 10 explains the decision and exit process.

All fees are exclusive of VAT, charged at the prevailing UK rate (our VAT number is stated in Section 1). Late payments of amounts actually due accrue statutory interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

6. What Client Pays Outside of Us (Software, Inboxes and Domains)

Standard Configuration and Estimated Costs

The System uses third-party software that Client pays for separately from our fees. The published estimate of $536.80 per month relates to the standard configuration with sending capacity of up to 2,000 emails per day. The estimated monthly breakdown is:

  • Lead scraping tool: $95.20 per month
  • Inbox provider: $290 per month
  • Lead Formatter: $49 per month
  • Instantly: $77.60 per month
  • Claude: $25 per month

Capacity describes the configured sending capability, not a promise that 2,000 emails will be sent or delivered every day. Actual sending is subject to warm-up, account health, provider limits and campaign requirements. This does not replace or reduce the Qualified Call guarantee in Section 9.

The figures are estimates in USD, not a fixed price or maximum total for every configuration. Vendor prices may change under their own terms. Client bears applicable vendor charges and any foreign-exchange or conversion costs. Any upfront domain purchases, renewals or different billing arrangements must be identified and agreed as described below.

Different Capacity or Configuration

Any sending capacity or setup above or different from the standard configuration, and its additional costs, will be discussed and agreed with Client on a recorded call before proceeding. This includes any upfront domain purchases and recurring inbox or software fees. We keep the call recording and transcript as a record of what was agreed. No separate written confirmation or signature is required for those agreed setup details and costs.

On the call, we will explain what Client will pay, which costs are one-off, which are recurring, and when payments are due. Any later changes we propose to the agreed setup or costs must also be agreed on a recorded call before proceeding. Section 18 confirms that this call agreement forms part of these terms.

Payment to Providers

Client pays the software, inbox and domain providers directly. Client must make the agreed payments when due and keep the required subscriptions active throughout Phase 1. We do not fund these costs for Client. If Client does not pay and this prevents us from doing the work, Sections 7, 9 and 15 apply.

Cancellation and Provider Refunds

Client is responsible for managing and cancelling their own provider subscriptions. Charges already due, non-cancellable commitments and any software, inbox or domain refunds are handled directly between Client and the provider under that provider's terms and applicable law. These costs are separate from our Initial Payment and its refund provisions in Section 9.

7. Timeline and Client-Caused Delays

We commit to delivering the first Qualified Call within 74 days of the onboarding call, subject to the provisions below. The planned schedule is:

  • Days 1–14: warm-up phase. We warm up Client's sending domains and inboxes.
  • Days 15–74: 60-day proof period. Campaigns are actively sending, generating positive replies and bookings.

If Client's failure to provide required information or access, pay the agreed provider charges, or meet another material requirement under Section 4 prevents or delays performance, we may pause the affected work. The delivery deadline is extended only to the extent of the delay actually caused by that failure. A failure unrelated to delivery does not extend the deadline.

We will notify Client in writing without undue delay, identifying the missing requirement, the work affected, when the obstruction began and the action needed to resolve it. We will keep a record of the resulting delay and confirm the revised deadline once it can be determined. A delay caused by us is not treated as a Client-caused delay.

When the obstruction is resolved, the remaining delivery period resumes; the full 74-day period does not start again. Our pause of the work does not, by itself, terminate the engagement or void the guarantee. This section does not give Client permission to change or pause campaigns and does not restore a guarantee voided by Client interference under Sections 4 and 9. Unresolved material failures are handled under Section 15.

8. What "Delivered" Means (Schedule A)

A Qualified Call means a live-scheduled sales call that meets all three of the following:

  • (a) booked via the installed System
  • (b) with a prospect from the ICP List
  • (c) attended by the prospect (i.e. the prospect joins the scheduled call)

Evidence of Attendance and Qualification

We assess whether a call meets points (a), (b) and (c) above using the original call recording, booking/source records, the agreed ICP List and other reliable supporting evidence. Client must identify the specific criterion it says was not met and provide the relevant records when disputing a call. Whether a prospect buys is not an additional qualification criterion.

No-Show Determination

A prospect no-show is confirmed only where the records establish that:

  • Client remained available in the meeting from the scheduled start until at least 5 minutes after the scheduled start time, and the prospect did not join during that period; and
  • Client attempted to reach the prospect by email and/or phone.

Client must supply the recording covering that waiting period and the contact-attempt records to support a disputed no-show. If Client did not attend, left before the five-minute wait was complete, or cannot provide reliable evidence of what happened, the call is unverified (undetermined), not automatically attended and not a confirmed no-show. A bare statement that the prospect did not attend is not sufficient.

If a recording is unavailable, we will consider reliable alternative evidence, including platform join/leave logs and contemporaneous contact records. If that evidence establishes attendance, qualification or a no-show, the call is assessed on those facts; the absence of a recording does not itself prove attendance or non-attendance. Unverified calls do not count toward the Deemed Attended backstop below. Any material failure to meet Section 4 and its effect on delivery or verification is handled under Sections 7, 9 and 15; one unverified call does not automatically void the entire guarantee.

Deemed Attended Backstop

If 3 or more sales calls meeting the booking and ICP requirements in points (a) and (b) above are booked from the ICP List by 3 distinct prospects within any 21-day window, and none have attended for reasons outside our control (prospect no-shows, prospect reschedules beyond the 21-day window, prospect cancellations), the Qualified Call milestone is deemed met on the date of the third booking. Section 10 applies from that date.

9. Our Guarantee and Refunds

We guarantee to deliver the first Qualified Call within 74 days of the onboarding call, provided Client complies with the Non-Interference rules in Section 4, with any extension limited to Client-caused delay under Section 7.

If the guarantee remains in effect and we fail to deliver a Qualified Call within that applicable period, and the failure is not caused by Client's material failure to meet Section 4 or pay the agreed provider charges under Section 6, we refund the Initial Payment in full and the engagement ends.

Campaign changes or pauses. If Client or anyone acting on Client's behalf, other than us, amends, pauses, stops, deletes or otherwise interferes with a campaign or its settings as described in Section 4, the Phase 1 guarantee is void from that point. There is no permitted pause period. Reversing a change or resuming a campaign does not automatically restore the guarantee. This consequence applies to this contractual guarantee; it does not remove refund rights that had already arisen independently before the interference, a refund due under Section 16, remedies for our own breach, or rights that cannot lawfully be excluded.

Other Client failures. Client's refusal or failure to provide required information, access or agreed software payments does not, by itself, entitle Client to a refund. Apart from campaign interference dealt with above, we cannot rely on a minor or unrelated failure to reject a guarantee claim. If we say another material Client failure prevented delivery or verification of the result, we must identify the failure and explain its effect using the relevant records. If that obstruction is resolved and the engagement has not been terminated, delivery and any guarantee still in effect continue subject to Section 7.

Any refund due under this guarantee will be issued within 14 days of eligibility being confirmed in writing. We will not unreasonably withhold or delay that confirmation and will explain any disputed decision in writing; Section 17 provides the dispute process.

Once a Qualified Call has been delivered, including through the Deemed Attended backstop in Section 8, no refund is due under this particular guarantee. This does not remove a refund due under Section 16 or remedies available for our own breach of the agreement, subject to any lawful contractual limits, or rights that cannot lawfully be excluded. A later Client failure does not extinguish a refund entitlement that had already arisen independently of that failure.

Declining Phase 2. The Client's decision not to proceed to Phase 2 does not entitle the Client to any refund, whether full or partial, of the Phase 1 Payment (the Initial Payment). The same applies to not replying or not making the required Phase 2 Payment. This rule does not cancel a refund entitlement that arose independently under this agreement or remove remedies for our own breach or rights that cannot lawfully be excluded.

10. The Phase 2 Decision and Ending Phase 1

Proof Complete: Campaigns Pause

When the Qualified Call milestone in Section 8 is met, our Phase 1 proof work is complete and we pause outbound sending in the campaigns we manage. We email Client a completion notice identifying the result and supporting records, the offered Phase 2 Agreement and price, the required Phase 2 Payment, and the decision deadline. The notice will explain that declining or missing the deadline ends delivery and results in removal of CCS Sequence Content as defined in Section 13.

Client has 5 working days to decide, beginning on the working day after the complete notice is received under Section 18. The decision period does not run from an earlier booking date. Campaigns remain paused during this period; we do not provide ongoing campaign delivery or Phase 2 services while Client decides. Existing replies, records and bookings remain available to Client, who remains responsible for handling them.

Choosing Whether to Continue

Client may accept Phase 2 through its stated acceptance process and make the required Phase 2 Payment, or decline by email. Silence is not acceptance. If Client expressly declines, or the decision deadline passes without both acceptance and the required payment, Phase 1 ends and we carry out the close-out below. We confirm the end of Phase 1 by email. Declining or not proceeding does not create a Phase 2 debt or a Phase 1 refund entitlement.

If Client disputes whether the Qualified Call milestone was met, it should explain the specific reason and provide the relevant records promptly. We will review the evidence and explain our position without unreasonable delay. A genuine, reasoned milestone dispute suspends the decision deadline and close-out until resolved; campaigns remain paused pending that review. We will not remove the sequences while that dispute remains unresolved. If the milestone has not been met, the outstanding Phase 1 obligations and any refund rights under Section 9 continue; a pause caused by our incorrect completion notice does not extend our delivery deadline. If the dispute is resolved with the milestone confirmed, we give a fresh complete notice and decision period. Neither silence nor the decision deadline extinguishes a valid claim or a right that cannot lawfully be excluded.

Close-Out If Client Does Not Enter Phase 2

Our further delivery, campaign management and support end. Client receives no Phase 2 training, SOP library, proprietary tool access, placement services or additional handover documentation. Client's own tools, accounts and subscriptions are not cancelled or removed by us.

Client expressly authorises us to keep the managed campaigns paused and promptly remove only the CCS Sequence Content installed in them. This does not authorise deleting accounts, domains, inboxes, contact or lead lists, prospect replies, sent-message records, campaign history, results or Client-supplied material. We must preserve those records when removing sequence content. If a platform cannot separate the reusable sequence content from those records, we must preserve the records and disable the affected sending rather than destroy them; the restriction on further use in Section 13 still applies.

Our remaining access is limited to this close-out and any agreed return of Client data, and ends when those tasks are complete. We must not bypass revoked access. If Client removes our access before close-out, Client must remove the CCS Sequence Content itself and confirm completion, while preserving the records listed above. Client remains responsible for its provider subscriptions and any cancellation of them.

If Client Wants to Return Later

A later request to join Phase 2 does not automatically restart campaigns. Removed sequences may need to be restored or rebuilt and the setup checked before sending resumes. This may delay restarting and disrupt campaign continuity. Any restart requires express agreement to the applicable Phase 2 terms and payment. This clause does not impose a restart fee, restart the Phase 1 guarantee period, or reset any previously agreed guarantee.

Once a Phase 2 Agreement has taken effect, its asset and termination provisions govern. The removal rule in this section is for not entering Phase 2; it does not authorise deletion merely because Client later cancels a paid Phase 2 service.

11. What the Phase 2 Training Option Unlocks

The following package is not included in Phase 1. It is supplied when Client accepts and makes the required payment for the ownership and training Phase 2 option, under that option's agreement. Its intellectual-property rights are governed by that agreement; access to our general materials does not by itself transfer ownership of them.

  • Six months of one-on-one coaching and training with the Longden & Longden team
  • Every SOP we have built over three years running this system
  • Our general and reusable template libraries (email sequence library, positive-reply script bank, objection handler bank, calendar and confirmation flow templates)
  • Proprietary AI tools that automate approximately 80% of the ongoing work
  • Deliverability management (keeping domains warm, avoiding spam filters, rotating inboxes)
  • Placement services (help hiring inbox managers, setters, or virtual assistants to run the system)
  • Same-day support access (WhatsApp/Slack) when performance dips or something breaks
  • Full handover documentation (infrastructure map, sequence library, ICP research file, list-building playbook)

A separately accepted done-for-you management subscription provides the services stated in its own agreement, not this training package unless expressly included there. No Phase 2 option, guarantee or payment obligation arises by implication from Phase 1.

12. Confidentiality

Both parties will exchange confidential information during the engagement. Client's confidential information includes (without limitation) their ICP, offer strategy, sales performance data, and internal processes. Our confidential information includes (without limitation) our methodology, SOPs, template libraries, proprietary tooling, and the Phase 2 deliverables listed in Section 11.

Each party agrees to:

  • Keep the other party's confidential information private
  • Use it only for the purpose of the engagement
  • Not share it with any third party without written consent, except to their own staff and professional advisors who need it to perform their role and who are bound by equivalent confidentiality obligations
  • Return or destroy it within 30 days of a written request following termination, subject to the limited contract-record retention provisions in Section 13

Confidentiality obligations continue for 2 years after these terms end and, for records lawfully retained under Section 13, for as long as those records are retained.

Information is not treated as confidential if it: is or becomes public through no breach of this section; was known to the receiving party before disclosure; is independently developed without reference to the other party's confidential information; or must be disclosed by law, regulation, or court order (with prior notice to the other party where legally possible).

13. Data and Intellectual Property

Data protection. Client is the controller of any prospect data used in campaigns. Longden & Longden Ltd is the processor and acts on Client's written instructions. We process personal data in line with the UK General Data Protection Regulation and the Data Protection Act 2018. A full Data Processing Agreement is available on written request to support@closingclientssystem.com. On termination, we return or delete any Client personal data we hold within 30 days of a written request. This campaign-data obligation is distinct from the limited retention of our own contract records described below.

Contract and approval records. For our own client relationship records, we act as controller as described in our privacy policy. We may retain the accepted terms, identified Setup Approvals, original call recordings and accurate transcripts, invoices and relevant correspondence only to the extent and for as long as necessary for contract administration, applicable legal obligations, or establishing, exercising or defending legal claims. Call participants must be informed of recording and its purpose when it is arranged or starts. Records must be held securely, access restricted, retention reviewed and records deleted or anonymised when no longer needed. Retaining these limited records does not permit us to retain or reuse Client's prospect database or other campaign data contrary to our processor obligations. The return and deletion provisions in Sections 12 and 15 are subject to this limited exception.

Client assets. Client retains ownership of its brand assets, domains, accounts, inboxes, supplied materials and data, and lead lists built specifically for its campaigns. Client retains access to its prospect replies, sent-message records, campaign history and results. Nothing in the sequence provisions transfers ownership of Client's material to us or authorises us to delete those assets or records.

CCS Sequence Content. This means the subject lines, email copy, follow-up steps and copy variants created by CCS for the campaigns, excluding Client-supplied content and any third-party material in which CCS does not hold the necessary rights. We retain our rights in that content and in our methodology, playbooks, reusable templates, proprietary tooling and SOPs. Paying the Initial Payment does not transfer ownership of CCS Sequence Content.

Limited Phase 1 use. Client has a non-exclusive, non-transferable permission to use CCS Sequence Content only in the campaigns we operate during Phase 1. During the paused decision period it may remain installed for review, but must not be used to restart sending. The permission ends when Phase 1 ends without entry into Phase 2. Client must then stop using that content, must not relaunch it or supply it to another operator, and must permit or complete the limited removal described in Section 10. Copies in historical correspondence or records may be retained for record-keeping, legal or regulatory purposes, not reused to run campaigns.

Phase 2 and earlier agreements. If Client enters Phase 2, the accepted Phase 2 Agreement determines the continuing use and ownership rights and replaces the Phase 1-only restriction to that extent. The temporary-use and removal provisions apply only where Client has accepted them. They do not withdraw ownership or permanent usage rights granted under an earlier agreement; publishing this version does not amend an existing contract.

14. Liability

Longden & Longden Ltd's total liability to Client, in connection with these terms or the Services, is capped at the total amount Client has paid to Longden & Longden Ltd under these terms.

We are not liable for indirect losses, consequential losses, loss of profits, loss of revenue, or loss of business opportunity.

Nothing in these terms limits any liability that cannot be limited under English law (including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation).

15. Term and Termination

Term. These terms take effect on the Effective Date and continue until Phase 1 ends under the decision and close-out process in Section 10, the engagement is terminated under this section or Section 16, a refund ends the engagement under Section 9, or the Phase 2 Agreement takes effect. The Phase 2 Agreement then replaces these terms in respect of the Phase 2 relationship, subject to provisions that survive and are not replaced.

Termination by Client. Client may terminate Phase 1 by written notice to support@closingclientssystem.com. The Initial Payment covers Phase 1 installation and work commenced. A decision to leave or a refusal to provide required information, access or agreed software payments does not, by itself, entitle Client to a refund. Any refund due under Section 9 or 16, remedies available for our own breach subject to lawful contractual limits, and rights that cannot lawfully be excluded remain unaffected.

Termination by us. We may terminate by written notice if:

  • Client materially breaches Section 4 or fails to pay the agreed provider charges under Section 6, and does not remedy that material failure within 5 working days after written notice identifying the failure, what is required to remedy it and the possibility of termination. Any pause by us pending remedy remains subject to Section 7. This remedy period concerns termination; it does not postpone or reverse the loss of the guarantee for campaign interference under Sections 4 and 9.
  • Client becomes insolvent, enters administration, or ceases trading

If we terminate for Client's unresolved material failure, that failure and termination do not, by themselves, create a refund entitlement. Our obligation to carry out future Services ends, but this does not remove an accrued refund entitlement, any refund otherwise due under Sections 9 or 16, remedies for our own breach subject to lawful contractual limits, or rights that cannot lawfully be excluded.

Third-party costs. Client remains responsible for dealing directly with their software, inbox and domain providers about charges, cancellation and any provider refund, as set out in Section 6.

Effect of termination. Our access rights to Client's systems and tools end, except for the limited close-out expressly authorised in Section 10 where that section applies, or data-return steps Client separately authorises. We do not cancel Client's own provider accounts or subscriptions. We return or delete Client's confidential information within 30 days of a written request, subject to the limited retention provisions in Section 13; Client returns or destroys our confidential materials on the same basis, with historical record-keeping permitted as stated in Section 13. The provisions identified in Section 18 (Survival) continue in effect.

16. Force Majeure

Neither party is liable for delays or failure to perform obligations under these terms if caused by events outside their reasonable control, including (without limitation):

  • Natural disasters, extreme weather, pandemics, or public health emergencies
  • War, terrorism, civil unrest, or government action
  • Utility, telecommunications, or internet outages
  • Third-party vendor outages, including but not limited to email delivery infrastructure, Stripe, or the tool subscriptions listed in Section 6
  • Cyberattacks, ransomware, or malicious action by third parties affecting either party

The affected party must give written notice as soon as reasonably practicable. If a force majeure event lasts more than 30 days, either party may terminate these terms by written notice, and the Initial Payment shall be refunded on a pro-rata basis for work not yet performed.

17. How Disputes Work

If Client has a billing dispute or concern, Client should contact support@closingclientssystem.com with the relevant details and, where reasonably possible, allow us 14 days to investigate and attempt to resolve it. We will review the concern and explain our response.

This process does not prevent Client from contacting its bank or card provider, meeting a card-scheme or legal deadline, or exercising a right that cannot lawfully be excluded. Raising a chargeback or payment dispute does not, by itself, constitute a breach, trigger termination or make Client liable for our costs. A card-provider decision does not by itself finally determine the parties' underlying contractual rights; any recovery must follow the applicable legal process, without double recovery.

We may challenge an unsupported dispute using the agreement and delivery records. We may seek recovery of unpaid sums properly due and of reasonable, documented costs only to the extent legally recoverable. This is not an automatic indemnity for all legal fees, dispute fees or staff time, and does not make Client liable for costs merely because it raised a genuine dispute.

If a dispute cannot be resolved directly, either party may bring it before the courts of England & Wales, subject to applicable law. Our first priority is to resolve concerns directly.

18. General Provisions

  • Governing law. These terms are governed by the law of England & Wales.
  • Jurisdiction. The courts of England & Wales have exclusive jurisdiction over any dispute arising from these terms.
  • Setup Approvals. The sending capacity, setup and provider costs discussed in Section 6 may be agreed by authorised representatives of both parties on a recorded call before proceeding (a "Setup Approval"). We retain the call recording and an accurate transcript with Client's contract record so both parties can refer to what was agreed. No separate written confirmation or signature is required for that agreement. Discussing a possible option without agreeing to it does not create a payment obligation. A Setup Approval covers the agreed setup and costs only; it does not change the guarantee, refund rights or other legal terms.
  • Entire agreement. These terms and the Setup Approvals form the Phase 1 agreement, including setup and costs agreed with Client on a recorded call before checkout. The recording and transcript provide the record of those agreed details. Other prior emails, verbal statements, proposals or documents are replaced, subject to rights and remedies that cannot lawfully be excluded. The Phase 2 Agreement governs the Phase 2 relationship when it takes effect.
  • Amendment. Setup, sending capacity and provider costs can be agreed or changed on a recorded call under Sections 6 and 18, without a separate written agreement or signature. The requirement for a signed written amendment applies only to changes to other provisions of these terms. Publishing updated terms alone does not amend an existing agreement.
  • Assignment. Client may not assign, transfer, or subcontract these terms, or any rights or obligations under them, without our prior written consent. We may assign these terms to a successor entity or as part of a sale of our business.
  • Severability. If any provision of these terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect. The parties will negotiate in good faith to replace the invalid provision with an enforceable one that reflects the original intent.
  • Waiver. No failure or delay by either party to exercise any right under these terms is a waiver of that right. A waiver of any breach is not a waiver of any subsequent breach.
  • Third-party rights. The Contracts (Rights of Third Parties) Act 1999 does not apply to these terms. No third party has any right to enforce any provision.
  • Non-solicitation. During the engagement and for 12 months after termination, Client will not directly hire, employ, or engage on any basis any employee or contractor of Longden & Longden Ltd whom Client has had material contact with during the engagement, without our prior written consent.
  • Notices. Written notice to us may be sent by email to support@closingclientssystem.com or by post to Longden & Longden Ltd, 124 City Road, London EC1V 2NX. Written notice to Client may be sent to the email address Client provided at Stripe checkout. Email notices are deemed received on the next working day after sending. A working day or business day means Monday to Friday, excluding bank holidays in England.
  • Survival. Section 6 concerning Client's own provider subscriptions, charges and refunds; accrued refund rights under Sections 9 and 16; the applicable close-out and sequence-use provisions in Sections 10 and 13; and Sections 11 (Phase 2 Training Option), 12 (Confidentiality), 13 (Data and Intellectual Property), 14 (Liability), 15 (Effect of Termination), 17 (Disputes) and 18 (General Provisions) survive termination or expiry to the extent applicable.
  • Acceptance. Ticking the acceptance box at Stripe checkout and paying the Initial Payment constitutes Client's electronic signature to these terms and forms a binding contract between Client and Longden & Longden Ltd.