ONEOFF® SERVICE TERMS & CONDITIONS
1. AGREEMENT AND ACCEPTANCE
These OneOff® Service Terms & Conditions (the “Service Terms”) govern services provided by ONEOFF INC, doing business under the OneOff® brand (“OneOff,” “we,” “us,” or “our”), to the individual or entity purchasing or authorizing the applicable service (“Client,” “you,” or “your”).
These Service Terms apply to services identified in a OneOff quote, estimate, invoice, order confirmation, proposal or other written service description (collectively, the “Service Order”).
By approving a Service Order, submitting payment, electronically accepting an order, or otherwise authorizing OneOff to perform the Services, you acknowledge that you have reviewed and agree to these Service Terms.
Your use of oneoffedition.com (the “Site”) is additionally governed by the OneOff® Terms of Service and applicable policies published on the Site.
If there is a conflict between these Service Terms and the general Terms of Service with respect to a purchased Service, these Service Terms shall govern. If a Service Order expressly modifies a provision of these Service Terms, the Service Order shall govern with respect to that specific Service.
2. SERVICES COVERED
These Service Terms apply to OneOff services including, as applicable:
OneOff® Restore: furniture restoration, reupholstery, repair, refinishing, infill or foam replacement, furniture modification and related pickup, transportation and redelivery services.
OneOff® Care: professional upholstery and textile cleaning, stain treatment, deodorizing, textile and fiber protection treatments and related on-site or off-site services.
The General Terms below apply to all Services. Additional terms specific to Restore and Care appear below and apply only when the corresponding Service is included in the Client's Service Order.
3. QUOTES, SERVICE SCOPE AND CLIENT INFORMATION
The scope and price of the Services are described in the applicable Service Order.
Client agrees to provide accurate, complete and timely information regarding the furniture or textile being serviced, including, where known or requested, its dimensions, materials, fabric composition, condition, previous treatments, existing damage and any other information reasonably relevant to the Service.
Client must also provide all material information relevant to access, pickup, delivery or on-site performance of the Services, regardless of whether OneOff specifically requests that information.
Material discrepancies between information supplied by Client and the actual item or conditions encountered may require modification of the Service, additional charges or cancellation of all or part of the Service.
OneOff may decline, suspend or discontinue a Service if, following inspection or commencement of work, OneOff reasonably determines that the requested work cannot be performed safely or cannot reasonably be expected to produce a satisfactory result.
Any material additional work or charges resulting from conditions not reasonably identifiable when the Service Order was prepared will be communicated to Client for approval before such additional work is performed.
4. FEES, PAYMENT AND TAXES
Service prices and applicable fees are specified in the Service Order.
Unless otherwise stated in writing, full payment is required prior to the scheduled Service date, and appointments may be confirmed upon receipt of payment.
All amounts are stated in U.S. Dollars unless otherwise indicated.
Client is responsible for applicable sales, use and other taxes imposed in connection with the Services, except taxes imposed on OneOff's income.
Where payment is processed by credit card or another electronic payment method, Client represents that Client is authorized to use the selected payment method and that all payment information supplied is accurate and complete.
5. SCHEDULING, CANCELLATION AND RESCHEDULING
Unless otherwise stated in the applicable Service Order, Client may cancel or reschedule a scheduled appointment, pickup or delivery without scheduling-related charges by notifying OneOff before 5:00 PM local time three (3) business days prior to the scheduled date.
Where a scheduled Service, pickup or delivery cannot be completed because of Client's acts or omissions, including insufficient notice of cancellation, inaccurate access information, absence of required building authorization, inability to access the premises or furniture, or other conditions within Client's control, Client may remain responsible for transportation, service-call, delivery, restocking or other costs reasonably incurred in connection with the appointment.
6. ACCESS, BUILDING REQUIREMENTS AND COIs
Client must provide safe, adequate and timely access to the furniture and premises necessary to perform the Services.
Where a building requires a Certificate of Insurance (“COI”), Client is responsible for providing OneOff with the building management or other relevant contact information and requirements sufficiently in advance of the scheduled Service, pickup or delivery.
OneOff is not responsible for delays resulting from restricted access, building restrictions, unavailable elevators, third-party interference or Client's failure to provide required information or authorization.
Client authorizes OneOff and its authorized personnel to enter the premises at the agreed time for purposes reasonably necessary to perform the Service, pickup or delivery.
7. AUTHORIZED PERSONNEL AND SERVICE PARTNERS
Services may be performed by OneOff employees or by trained and vetted technicians, artisans, carriers or affiliated service partners operating on behalf of OneOff.
Such personnel may perform all or portions of the Services under OneOff's direction and applicable service standards.
ONEOFF® RESTORE — ADDITIONAL TERMS
The following provisions apply to OneOff® Restore services in addition to the General Terms above.
8. FURNITURE CONDITION AND PRE-EXISTING CONDITIONS
Restoration and reupholstery frequently involve used, aged or previously repaired furniture. Conditions that are not visible during an initial inspection may become apparent only after upholstery, padding, covers or other components are removed.
Such conditions may include, without limitation, broken or weakened frames, legs, springs, webbing, straps, mechanisms, fasteners, foam, padding, internal supports, prior repairs, deterioration or other latent defects.
OneOff is not responsible for pre-existing damage or latent defects discovered during the Service.
Where such conditions require work outside the agreed scope, OneOff will communicate any material additional work or charges to Client for approval before proceeding.
If the condition of the furniture makes the agreed Service technically impracticable or reasonably unlikely to produce a satisfactory result, OneOff may discontinue the affected Service. Any refund or charges in such circumstances will take into account Services, materials, transportation or other costs already reasonably incurred.
9. MATERIALS, FABRICS AND NATURAL VARIATIONS
Client acknowledges that upholstery fabrics, leather, wood, stone, natural fibers, dyes, finishes and other materials may exhibit natural or manufacturing variations in color, grain, texture, pattern, sheen, thickness or other characteristics.
Digital images, samples and photographs may not perfectly represent the appearance of materials under all lighting conditions or on the completed furniture.
Where Client supplies fabric or other materials, Client is responsible for their suitability, quantity, quality and performance unless OneOff expressly agrees otherwise in writing.
OneOff is not responsible for defects, shortages, dye-lot variations, performance issues or other characteristics inherent in Client-supplied materials.
10. PICKUP, TRANSPORTATION AND REDELIVERY
Where included in the Service Order, OneOff will arrange pickup and/or redelivery to the location specified by Client.
Client is responsible for providing complete and accurate access information, including stairs, elevators, loading restrictions, building hours and other conditions affecting transportation.
Additional charges may apply where actual conditions materially differ from those disclosed when transportation was quoted.
OneOff may use insured third-party transportation providers to perform pickup and delivery.
OneOff will not ordinarily coordinate pickup or final redelivery until payments then due under the applicable Service Order have been successfully processed, unless otherwise agreed in writing.
11. CUSTOM WORK AND RESULTS
Restoration and reupholstery are handcrafted services performed on existing furniture rather than factory production of new furniture.
Reasonable variations inherent to handcrafted work, existing furniture construction and selected materials do not constitute defects.
Where a specific result, dimension, firmness, finish or other characteristic is material to Client, Client must communicate that requirement before the relevant work is performed.
ONEOFF® CARE — ADDITIONAL TERMS
The following provisions apply to OneOff® Care services in addition to the General Terms above.
12. SCOPE OF CARE SERVICES
OneOff provides professional upholstery cleaning, stain treatment, textile treatment and/or protective treatment services as described in the approved Service Order.
Methods are selected according to fabric type, condition and the Service being performed.
13. TEXTILE SENSITIVITY
Certain natural, delicate, aged or previously treated fabrics may present inherent risks, including shading variation, texture change, shrinkage, dye migration or reappearance of prior stains.
By authorizing the Service, Client acknowledges these material risks.
14. CLEANING AND STAIN-REMOVAL RESULTS
Complete stain removal or full restoration cannot be guaranteed.
Results depend on factors including fabric composition, age, wear, stain type, length of exposure, previous cleaning or treatments and environmental conditions.
The inability to completely remove a stain, odor, discoloration or other condition does not, by itself, constitute defective performance of the Service.
15. PRE-EXISTING TEXTILE CONDITIONS
OneOff is not responsible for pre-existing damage, weakened fibers, internal structural instability, fading, discoloration or latent manufacturing defects revealed during or after Service.
Cleaning or treatment may reveal pre-existing conditions that were less visible before the Service.
16. PROTECTIVE TREATMENTS
Textile and fiber protection treatments are designed to reduce absorption and facilitate maintenance but do not make textiles stain-proof or waterproof.
Performance varies according to textile composition, construction, amount and nature of use, maintenance, cleaning, wear and environmental conditions.
Any stated expected protection period represents an estimate under normal use and is not a guarantee that protection will remain at an identical level throughout that period.
Client remains responsible for promptly addressing spills and following the after-care instructions supplied by OneOff.
GENERAL LEGAL TERMS
17. RESULTS AND WARRANTIES
Except for any express written warranty specifically provided in a Service Order or separate OneOff warranty document, OneOff does not guarantee that a Service will restore an item to new condition or achieve a particular cosmetic or functional result.
Nothing in these Service Terms excludes any warranty or right that cannot lawfully be excluded.
18. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, OneOff shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages arising from or relating to the Services.
Except for liability that cannot lawfully be limited or excluded, including as applicable liability arising from gross negligence or willful misconduct, OneOff's maximum aggregate liability arising from a particular Service shall not exceed the amount actually paid by Client to OneOff for the specific Service giving rise to the claim.
This limitation is intended to preserve the substance of both your old agreement's liability cap and the newer Care provision, which expressly caps proven-negligence liability at the amount paid for the specific service.
19. CLIENT REPRESENTATIONS
Client represents that Client has the legal authority to authorize the Services and, where applicable, to permit OneOff to take possession of, transport, alter, clean or otherwise service the furniture or property.
Client represents that information provided to OneOff concerning the Service, furniture, premises and access conditions is accurate and complete to the best of Client's knowledge.
20. INDEMNIFICATION
To the extent permitted by applicable law, Client agrees to indemnify and hold harmless ONEOFF INC and its affiliates, officers, directors, employees, agents, contractors and authorized service providers from third-party claims, costs or liabilities arising from Client's breach of these Service Terms, Client's material misrepresentation, or Client's unauthorized instruction to OneOff concerning property that Client was not authorized to have serviced.
This is a narrower, service-appropriate version of the indemnification provision in the existing Buying Agreement.
21. GOVERNING LAW, JURISDICTION AND JURY TRIAL WAIVER
These Service Terms and the transactions contemplated by them shall be governed by the laws of the State of New York, without regard to conflict-of-law principles.
To the extent permitted by applicable law, the exclusive forum for disputes arising from or relating to these Service Terms or the Services shall be the state and federal courts located in New York, New York, and the Parties consent to personal jurisdiction in those courts.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN A LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE SERVICE TERMS OR THE SERVICES.
Your old agreement already contains New York law, exclusive NY courts and a jury-trial waiver.
22. NOTICES
Notices to OneOff regarding these Service Terms may be sent to:
ONEOFF INC
244 Madison Ave, Suite 1151
New York, NY 10016
info@oneoffedition.com
Notices to Client may be sent using the email address, mailing address or other contact information supplied in the applicable Service Order.
23. ASSIGNMENT AND SERVICE PROVIDERS
Client may not assign its rights or obligations under these Service Terms without OneOff's prior written consent.
OneOff may engage employees, independent contractors, artisans, transportation providers, cleaning technicians and other qualified service providers to perform portions of the Services and may assign or delegate contractual rights or responsibilities where reasonably necessary to provide the Services.
24. SEVERABILITY; WAIVER
If any provision of these Service Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
OneOff's failure to enforce any provision on one occasion does not waive its right to enforce that provision on another occasion.
25. ENTIRE AGREEMENT
The applicable Service Order, these Service Terms, and any documents or policies expressly incorporated by reference constitute the agreement between Client and OneOff concerning the applicable Services and supersede prior or contemporaneous discussions or communications concerning the same subject matter.
26. CHANGES TO THESE SERVICE TERMS
OneOff may update these Service Terms from time to time by publishing a revised version on the Site.
Unless otherwise required by law or agreed by the Parties, the version applicable to a Service is the version presented or made available to Client when the applicable Service Order is accepted or paid.
27. CONTACT
Questions regarding these Service Terms may be directed to ONEOFF INC at info@oneoffedition.com.
