Terms and Conditions of Business

1. Definitions

1.1. In these Terms and Conditions, the following definitions apply:
“360 Proposal Ltd” means 360 Proposal Ltd or any of its subsidiaries or Partners providing related goods and services.
“Partner” means an authorised partner of 360 Proposal Ltd who provides 360 Proposal Ltd goods and services,
“Client” means the individual or company to whom the invoice is addressed;
“Service” means the goods or services specified in the quotation
“Quotation” means the Quotation acceptance form completed and signed by the Client; this Quotation may refer to supporting documentation providing detail and scope for the project.
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a proposal web platform, a set of digital images, or a consultation meeting.
“Purchase Price” means the price for Service as detailed in the Quotation;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in England;
“Confidential Information” for each party the terms of this agreement and all information and/or data belonging to or relating to that party, its associates, it’s or their businesses, activities, affairs, products, services, suppliers, Clients or prospective Clients disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this agreement;

1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and vice versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any reference to a statute, statutory provision, or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:

1. a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates, or enacts in rewritten form any such legislation; and
2. b) any former legislation which re-enacts, consolidates, or enacts in rewritten form.

1.2.6.any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Notices

2.1. Any notice or other communication pursuant to this agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first-class post to the address of the relevant party as set out in this agreement or subject to the provisions of clause 2.2 by email. All such notices or demands shall be deemed to have been received:
2.1.1. in the case of pre-paid first-class post two Business Days after posting; and
2.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.

3. Acceptance of the Quotation

3.1. 360 Proposal Ltd shall provide a Quotation to the Client for each project. The Quotation forms part of this agreement.
3.2. The Client assumes sole responsibility for ensuring that the Service described in the Quotation meets its requirements before accepting the Quotation.
3.3. The Client shall return the signed Quotation by letter or email as described in clause 2. Upon receipt of this order acknowledgement, a contract shall be created between 360 Proposal Ltd and the Client for the supply of the Service.
3.4. By purchasing the Service, the Client acknowledges that it has read these Terms and Conditions, understands them, and agrees to be bound by them.

4. Payment Terms

4.1. For physical goods, unless otherwise stated in the Quotation, the Purchase Price shall be payable to 360 Proposal Ltd on receipt of the goods.
4.2. Unless otherwise stated in the Quotation, 100% of the Set Up Fee will be payable on receipt of the order acknowledgement.
4.3. For subscriptions billed monthly, unless otherwise stated in the Quotation, the agreed monthly element of the Purchase Price shall be payable to 360 Proposal Ltd in advance by Direct Debit and shall commence 30 days after the invoice date of the Set Up Fee 
4.5.1.  Any edits or amendments will need to be received by 360 Proposal Ltd as described in clause 2 within 30 days of the Client receiving the deliverable.
4.5.2. Any edits received by 360 Proposal Ltd after 30 days of the client receiving the deliverable an hourly rate will become chargeable.
4.6. Prior to each payment, 360 Proposal Ltd shall issue an invoice to the Client. Unless otherwise stated in the Quotation.
4.7. 360 Proposal Ltd is not obliged to carry out any work related to a Quotation before an invoice has been issued and payment has been duly received. In the event that any preliminary work is carried out prior to receipt of the payment and the order is then cancelled, 360 Proposal Ltd will invoice the Client for this work.
4.8. The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Client shall pay the VAT to 360 Proposal Ltd as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
4.9. All payments shall be paid in full without setoff, deduction, or counterclaim whatsoever.

5. Variations to Pricing

5.1. The charge for carriage of goods is at additional cost to the Client, unless otherwise stated in the Proposal.
5.2. 360 Proposal Ltd reserves the right to vary the Purchase Price according to further requirements made by the Client subsequent to order acknowledgement. Any such variation shall be advised 360 Proposal Ltd in writing and confirmed by the Client in writing before either the work proceeds further or any charges are incurred.
5.3. 360 Proposal Ltd reserve the right to charge up to £600 if the Client moves an agreed site visit for the purpose of capturing images with less than 7 days’ notice. 
5.4. 360 Proposal Ltd reserve the right to charge expenses when fulfilling the work. No expenses shall be incurred without the Client’s express written agreement.
5.5. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Quotation, is applicable for 3 months from the date of signing. 360 Proposal Ltd reserves the right to increase the price of any work outstanding after that period.
5.6. If payment is not made on the due date, interest may be charged pursuant to the Late Payment Act of Commercial Debts (Interest) Act 1998, to recover interest and all costs involved in recovering outstanding monies.

6. Cancellation

6.1. The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed in advance. At the sole discretion of 360 Proposal Ltd, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Client according to clause 2.
6.2. For subscriptions billed monthly, the contract may be terminated by the Client giving 3 months’ notice in writing according to clause 2 after their initial 12 month contract period.
6.3. Unless otherwise stated in the Quotation or subject to clause 6.1 and clause 6.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to 360 Proposal Ltd of such amount as may be necessary to meet the costs incurred to 360 Proposal Ltd up to the date of cancellation and to indemnify 360 Proposal Ltd against all loss resulting from the said cancellation.
6.4. The Client shall have no right to seek any cancellation or repayment of job costs on the basis or style or composition. Any changes or amendments to the signed Quotation will not be agreed without discussion and mutual consent.
6.5. 360 Proposal Ltd shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
6.6. After the end of your contract your account will remain archived for 12 months.  After this period all content will be permanently destroyed
6.7. To re-activate your account during the archived period your monthly subscription fee will become due and clause 6.2. becomes active again

7. Compliance and Intellectual Property Rights

7.1. It is the responsibility of the Client to ensure that the deliverables comply with all laws, regulations, and codes in all countries where the deliverables are used. The Client agrees to indemnify 360 Proposal Ltd against any costs arising from the use or misuse of the deliverables.
7.2. Third party materials, such as imagery and data used in the deliverables may be subject to usage liabilities such as royalties and license fees. 360 Proposal Ltd shall procure such license as necessary for the use of third-party materials for use within the scope of the Quotation. The Client should obtain written consent from 360 Proposal Ltd for use of any part of the deliverables outside of the scope of the Quotation.
7.3. Unless otherwise stated in the Quotation, 360 Proposal Ltd reserves the continuing right to use any deliverables it produces for the promotion of its services.
7.4. Unless notified according to clause 2 360 Proposal Ltd reserve the right to display the Client logo on 360 Proposal Ltd’s website and social media platforms during the duration of this contract

8. Confidentiality

8.1. During the period of this agreement and for a period of 3 years after both parties undertake:
8.1.1. to keep the Confidential Information confidential;
8.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this agreement; and
8.1.3. not to use the Confidential Information to procure any commercial advantage over the other party.
8.2. The obligations contained in clause 8.1 above shall not apply to any Confidential Information which:
8.2.1. is already in the possession of the disclosing party other than because of a breach of this agreement;
8.2.2. is at the date of this agreement or at any time after the date of this agreement comes into the public domain other than through breach of this agreement; or
8.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
8.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 8 by its employees, agents, and sub-contractors.
8.4. The Client agrees that the ideas, materials, and other documents relating to the Service are confidential and all proprietary rights belong to 360 Proposal Ltd and shall not be used or disclosed except as permitted by this agreement.
8.5. This clause 8 shall survive the termination of this agreement for whatever reason.

9. Limited Warranty

9.1. The following provisions set out the entire financial liability of 360 Proposal Ltd (including any liability for the acts or omissions of its employees, agents, or subcontractors) to the Client in respect of:
9.1.1. any breach of this agreement; and
9.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
9.2. Subject as expressly provided in these conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.3. Nothing in these conditions excludes or limits the liability of 360 Proposal Ltd for death or personal injury caused by negligence or for fraudulent misrepresentation.
9.4. Subject to clauses 9.2 and 9.3:
9.4.1. 360 Proposal Ltd shall not be liable to the Client for any loss or damage, costs, or expenses (whether direct, indirect, or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Client which arise out of or in connection with the supply of the Service or their use by the Client.
9.4.2. The Client assumes all risks as to the suitability, quality, and performance of the Service.
9.4.3. 360 Proposal Ltd total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to 360 Proposal Ltd for the Service.
9.5. No verbal or written information or advice given by 360 Proposal Ltd, or its dealers, distributors, employees, or agents shall in any way extend, modify, or add to the foregoing warranty.
9.6. Where a deliverable includes goods to be received by the Client:
9.6.1. The passing of risk shall occur on the day of the delivery to the Client.
9.6.2. If goods are received by the Client in any way damaged upon delivery, the Client must advise 360 Proposal Ltd within 24 hours of delivery of the nature of the damage and must retain the Goods as delivered.
9.6.3. The maximum extent of 360 Proposal Ltd liabilities for damaged goods will be, at its sole discretion depending on the circumstances: a return of the Purchase Price related to the goods or replacement of the goods.
9.6.4. Goods remain the property of 360 Proposal Ltd and title remains with 360 Proposal Ltd until payment has been made in full.
9.7. All times or dates given for delivery of the Service are given in good faith and shall not be of the essence of any contract.
9.8. 360 Proposal Ltd shall make every effort to achieve any quoted delivery dates and execute any obligations set out in the Quotation but will not be under any liability if delivery is delayed or prevented by events beyond its control or as a result of delays by the Client.

10. Force Majeure

360 Proposal Ltd shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event 360 Proposal Ltd shall be entitled to delay or cancel delivery of the Product or performance of the Services.

11. Severability

If at any time one or more of the terms of provisions of this agreement becomes in whole or in part void, invalid, or unenforceable then the remainder of this agreement shall nevertheless be valid and enforceable.

12. Waiver

No failure or delay by either party in exercising, wholly or partially, any of its rights regarding any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.

13. Assignment

360 Proposal Ltd reserve the right to assign or transfer this Agreement to any other party, without the express written permission of the Client. The Client does not have the right to assign its rights or obligations under this agreement without the express written consent of 360 Proposal Ltd. This Agreement shall be binding upon each party’s successors.

14. Agreement Documentation

Each party acknowledges that it has entered into this agreement in reliance only on the representations, warranties, promises and terms contained or expressly referred to within the Quotation and as expressly set out in these terms and conditions. Neither party shall have any liability in respect of any other representation, warranty or promise unless it was made fraudulently.

15. Changes to Terms and Conditions

15.1. 360 Proposal Ltd has the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
15.2. When changes are made to the Terms and Conditions a notice shall be placed on our website. The Client shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.
15.3. The most current version of the Terms and Conditions shall supersede all previous versions.

16. Third Party Rights

Unless expressly provided in this agreement, no term of this agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

17. Governing Law and Jurisdiction

This validity, construction and performance of this agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales whose courts are the courts of exclusive jurisdiction to which the Parties submit. 

Should you have any questions concerning these Terms and Conditions, contact 360 Proposal Ltd before entering into this contract.