Terms of business

1. Who you are contracting with

Advisory and feasibility work is supplied by 360 Agility Complexity Evolvability Solution UK Ltd, trading as 360 ACES, a company registered in England and Wales under number 14205494, with its registered office at 71–75 Shelton Street, London WC2H 9JQ. VAT registration GB424726204.

Where an operation is subsequently awarded to us, it may be contracted through 360 XPS in France or 360 Agility Complexity Evolvability Solution LLC in the United States, depending on the route and the jurisdictions involved. The contracting entity is identified in the quotation for that operation. These terms apply to the advisory work regardless of which entity later carries out the operation.

2. Business customers only

We contract with businesses acting in the course of a trade, business, craft or profession. We do not supply consumers. By instructing us you confirm that you are contracting for business purposes, and you acknowledge that the statutory rights conferred on consumers, including any right to cancel a distance contract, do not apply.

3. Formation of the contract

A quotation is an invitation to instruct and is valid for 30 days unless stated otherwise. The contract is formed when we confirm your instruction in writing and payment of the fee has been received. Any terms you seek to impose, including terms on a purchase order, do not form part of the contract unless we accept them expressly in writing.

4. Fees and payment

Fees are quoted as a fixed sum for a defined scope, confirmed against your case before work begins. Fees are exclusive of VAT, which is charged where applicable.

Fees are payable in full and in advance. Work does not begin until payment has cleared.

Third-party costs, including official certificate fees, laboratory analysis and legalisation charges, are quoted separately and passed through at cost.

5. Fees are non-refundable

Once work has begun, the fee is non-refundable in whole or in part. This applies whether or not the conclusion of the study suits your commercial plans.

The reason is that you are paying for the assessment, not for a favourable answer. A conclusion that an operation is not viable, that an establishment is not approved, or that a duty rate destroys the margin, is a completed deliverable and frequently the most valuable one we produce. It is delivered at the same cost as a positive answer.

If you cancel before we have begun work, we will refund the fee less any third-party costs already committed. Once the work is under way, no refund is due.

6. Credit against an operation

Where you award us the operation within 30 days of delivery of the report, the study fee is credited against the first invoice for that operation. A quick check fee is credited in full against a subsequent full study. The credit is applied to invoices raised by the contracting entity and is not payable in cash.

7. What the report is, and is not

A report is a professional assessment of the position as it stands at the date of issue, based on the information you supply and on published requirements, tariffs and approvals in force at that date.

It is not a guarantee that a consignment will clear customs, that an authority will act in a particular way, or that an approval or tariff will remain unchanged. Customs classification, establishment approvals, certification requirements and duty rates are set by public authorities and can change without notice, including between the date of the report and the date of shipment.

A report is prepared for you and for the case described in it. It should not be relied upon by any other party or applied to a different product, supplier, establishment or destination.

Nothing we supply is legal advice. Where a matter turns on the interpretation of law, you should take advice from a qualified lawyer in the relevant jurisdiction.

8. Information you provide

Our conclusions depend on the accuracy and completeness of what you tell us: the product specification, the identity and address of the production site, the origin, the destination and the intended volumes. You are responsible for the accuracy of that information.

Where information supplied to us is incorrect or incomplete, and a conclusion changes as a result, any revised work is chargeable.

9. Timescales

Turnaround times run from the date payment clears and the information listed in the quotation has been received in full. Where a conclusion depends on a response from a third party — an authority, a certifying body, a laboratory or the origin establishment — timescales are indicative and outside our control. We will tell you promptly if a delay arises.

10. Liability

Our total liability arising out of or in connection with any advisory or feasibility engagement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the fee paid for that engagement.

We are not liable for loss of profit, loss of contract, loss of anticipated saving, loss or spoilage of goods, storage or demurrage charges, or any indirect or consequential loss, however arising.

Nothing in these terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.

11. Confidentiality

We treat the identity of your suppliers, your specifications, your volumes and your commercial terms as confidential, and do not disclose them to third parties except where disclosure is necessary to carry out the work or is required by law or by a competent authority.

We ask the same of you in respect of our reports, methods and pricing.

12. Intellectual property

Reports, models and artwork we produce remain our property until the fee has been paid in full, at which point you receive a non-exclusive licence to use them for your own business purposes. That licence does not extend to resale or to publication.

13. Data protection

We process the business contact details you provide in order to respond to your enquiry, carry out the work and maintain our records. The lawful basis is our legitimate interest in conducting correspondence and administering a contract with you.

Enquiries are received by the British entity. Where an operation is to be contracted through our French or American entity, the relevant details are shared with that entity for that purpose.

Records are retained for the period required by tax and customs law, and business contact details for prospects that do not proceed are retained for no more than three years from the last contact. You may ask us for a copy of the data we hold about you, ask for it to be corrected, or ask us to stop using it for correspondence, by writing to sales@360aces.com.

14. What we do not accept

We do not act in relation to goods subject to excise duty, export licensing or strategic control, including alcohol, tobacco, weapons and ammunition, dual-use items, drug precursors and species listed under CITES.

We do not trade with, and do not handle goods originating in or destined for, any country, territory, entity or person subject to trade embargo or comprehensive sanctions under the law of the United Kingdom, the European Union or the United States. Because we operate entities in all three, a restriction imposed by any one of them applies to all of our work, whichever entity would otherwise contract. We screen origin, destination and counterparties before accepting an instruction.

Where goods originate outside the three jurisdictions in which we are established, we do not control the point of departure and give no advice on the export law of the origin country. Compliance with it is the responsibility of the supplier, who is the exporter of record there.

We decline any instruction which would involve a misdeclaration, the use of our registrations by a party that does not own the goods, or a breach of sanctions or customs law. We will withdraw from an engagement at any stage if such a circumstance comes to light, and no refund is due where the withdrawal follows from information you did not disclose.

15. Destinations outside our three jurisdictions

Where the destination is the United Kingdom, the European Union or the United States, we are established in that market and may act as importer of record, settle duty and import VAT and deliver to the address agreed.

Where the destination is any other country, we act as exporter of record only. We are not established in that country, hold no registration there, and give no advice on its import requirements. You are the importer of record and remain responsible for admissibility, import clearance, duty, taxes and any licence or registration required there.

You are responsible for telling us, in writing and before shipment, which documents your destination requires: the model of health or origin certificate, any legalisation or consular formality, product registration and the language in which documents must be issued. We obtain those documents at origin. Several categories, including export health certificates, are issued before dispatch and cannot be granted retrospectively; where a requirement is notified to us too late to be met, the consequences are not ours.

The same limit applies at origin. Where goods are sourced from a country in which we are not established, we purchase on FCA terms only. The supplier at origin clears the goods for export and is the exporter of record there. We do not act as exporter of record in a jurisdiction in which we hold no registration, and no instruction or agreement obliges us to do so.

16. Governing law

These terms govern advisory and feasibility work supplied by 360 ACES UK Ltd. They, and any dispute arising out of them including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Operations are contracted separately, and the governing law follows the contracting entity and the territory in which it operates. Where an operation is contracted through 360 XPS, French law applies and the courts of Paris have jurisdiction. Where it is contracted through 360 Agility Complexity Evolvability Solution LLC, the law of the State of Delaware applies and the courts of that State have jurisdiction. The governing law and the forum for an operation are stated in the contract for that operation, and this clause does not displace them.