Terms and Conditions
This Site operates as an online referral and introductory service provider that enables users/clients to request work for soft furnishings and upholstery, Upholsterers to quote for this work, with a view to entering into a agreement or contract.
- INFORMATION WE ARE REQUIRED TO PROVIDE
1.1. www.upholsta.com is a site operated independently as an upholstery and sof-furnishing referral site.
1.2. You may access most areas of the Site without the need for Registration in which case only the General Conditions will apply to you. Certain areas of the Site are only open to you if you are an Upholsterer Member and if you decide to register as a Member you will be asked to confirm expressly that you have read and accepted the Supplemental Conditions as well as the General Conditions.
1.3. The Conditions (as defined below) apply to the access to and use of the Site, and to any correspondence by e-mail between you and us. Please read these terms carefully before using the site. Using the Site indicates that you accept the General Conditions regardless of whether or not you choose to become a Member. If you do not accept the General Conditions, do not use the Site.
1.4. We may revise the Conditions at any time by updating this posting. You should check the Site from time to time to review the current version of the Conditions because they are binding to you. Certain provisions in the Conditions may be superseded by expressly designated legal notices located on particular pages of the Site.
1.5. Any rights not expressly granted in these terms are reserved.
TERMS AND CONDITIONS
2.1. “Upholsterer or Soft-Furnisher” means a Member who has registered as a professional upholsterer or Soft-Furnisher and is qualified to take on soft-furnishing and upholstery work;
2.2. “Conditions” means all conditions applicable to a person accessing the Site in connection with his use of the Site (i.e. for a mere visitor, the General Conditions alone, and for a Member, the General Conditions and/the Supplementary Conditions);
2.3. “User/Client” means a user who has uploaded a work request on the Site;
2.4. “request” means an upholstery or soft-furnishing work request that has been posted by a Client on the Site;
2.5. “Member” means a person who has Registered or Submitted a form (and “Membership” means the status of being a Member);
2.6. “Registration” or “Register” means setting up a membership account having agreed to the Conditions;
2.7. “Site” means www.upholsa.com and upholsta.com.
2.8. “Transaction” means the initial agreement entered into between an Upholsterer or soft-furnisher and a client for the performance of a Job.
2.9. “Contract” means an agreement entered into between the Upholsterer or soft-furnisher and the client and may be legally binding.
2.10. “accept” means Jobs/work are accepted and an agreement/transaction takes please between an upholsterer and client.
2.11. “company” means Upholsta Limited, registered in England No. 11840913 at Unit 1, Wootton Fields Farm, Marlborough Road, Royal Wootton Bassett, Swindon, SP4 7SA.
3.1. Whilst we endeavour to ensure that the Site is available 24 hours a day, we shall not be liable if, for any reason, the Site is unavailable at any time or for any period.
3.2. Access to the Site may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond our control.
4.1. Whilst we endeavour to ensure that the information on the Site is correct, we do not warrant the accuracy or completeness of the material on the Site. We may make changes to the material on the Site at any time and without notice. The material on the Site may be out of date, and we make no commitment to update such material.
4.2. The contents of the Site are provided “as is”, and we provide no warranties in respect of such contents.
4.3. You are prohibited from posting or transmitting to or from the Site any material:
4.3.1. that is threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
4.3.2. for which you have not obtained all necessary licences and/or approvals;
4.3.3. which constitutes or encourages conduct that would be considered a criminal offence, gives rise to civil liability, is otherwise unlawful or infringes the rights of any third party, in any country in the world; or
4.3.4. which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
4.4. You may not misuse the Site (including, without limitation, by hacking).
4.5. We will co-operate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity of, or locate, anyone posting any material in breach of this clause 3.
5.1. You are permitted to view, print and download extracts from the Site for your own use on the basis that:
5.1.2. no documents or related graphics on the Site are modified in any way;
5.1.3. no graphics on the Site are used separately from the corresponding text; and
5.1.4. our copyright notices and this permission notice appear in all copies.
5.2. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including, without limitation, photographs and graphical images) are owned by us or our licensors. Saved as agreed otherwise, any use of extracts from the Site other than in accordance with clause 5.1 is prohibited, and if you breach clause 5.1, your permission to use the Site automatically terminates and you must immediately destroy any downloaded or printed extracts from the Site.
5.2.1. Subject to clause 5.1, no part of the Site may be reproduced or stored on any other website or included in any public or private electronic retrieval system or service without our prior written permission.
6.1. To the extent permitted by law we hereby exclude:
6.1.1 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
6.1.1. any liability for any direct, indirect or consequential loss or damage incurred by any person in connection with the Site or in connection with the use, inability to use, or results of the use of the Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
- for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
6.2. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
- INFORMATION ABOUT VISITING OUR SITE
8.1. We may, at our sole discretion, restrict your access to the Site and/or refuse to correspond with you without prior notice where:
8.1.1. there is a regulatory or statutory change limiting our ability to provide access to the Site;
8.1.2. there is any event beyond our reasonable control preventing us from providing access to the Site (for example, and without limitation, technical difficulties, capacity problems and communications failures); or
8.1.3. we consider that you are abusing the Site or are otherwise acting in breach of the Conditions.
- LINKS TO AND FROM OTHER WEBSITES
9.1. Links to third party websites on the Site are provided solely for your convenience. If you use these links, you leave the Site. We have not reviewed all of these third-party websites and do not control and are not responsible for their content or availability. We do not endorse or make any representations about them, or any material found there, or any consequences of using them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk.
9.2. If you would like to link to the Site, you may only do so on the basis that you link to, but do not replicate, the home page of the Site, and subject to the following conditions:
9.2.1. you do not remove, distort or otherwise alter the size or appearance of any logos used by us on the Site;
9.2.2. you do not create a frame or any other browser or border environment around the Site;
9.2.3. you do not in any way imply that we are endorsing any products or services other than our own;
9.2.4. you do not misrepresent your relationship with us nor present any other false information about it;
9.2.5. you do not otherwise use any trade-marks owned by Upholsta (whether these are registered or unregistered) which are displayed on the Site without our express written permission;
9.2.6. you do not link from a website that is not owned by you; and
9.2.7. your website does not contain content that we, in our sole discretion, consider to be distasteful, offensive or controversial, in infringement of any intellectual property rights or other rights of any other person or which doesn’t otherwise comply with all applicable laws and regulations.
9.3. We expressly reserve the right to revoke the right for breach of the Conditions and to take any action that we deem appropriate.
9.4. You shall fully indemnify us for any loss or damage that we may suffer for breach of Conditions.
- DOMAIN NAME PROTECTION
10.1. You agree not to register any domain name that includes the word ‘Upholsta’; infers it is connected to us or in any way casts aspersions on us.
11.1. Unless otherwise specified, the Site is directed solely at those who access it from England and Wales. Should you choose to access the Site from locations outside England and Wales then you will be responsible for compliance with local laws if and to the extent local laws are applicable.
11.2. You warrant that it is legal for you to view the Site in the jurisdiction to which you are subject. You are responsible for compliance with all laws of that jurisdiction, in viewing or using its contents.
11.3. A failure or delay in enforcing compliance with one or more provisions of these Conditions shall not constitute a waiver of any other provision of these Conditions.
11.4. No provision of the Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any third party.
11.5. If any provisions of the Conditions shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
11.6. The Conditions constitute the entire agreement between ourselves as to your use of the Site and shall supersede any prior agreement or representation in respect thereof.
11.7. Any and all notices to be given by either one of us to the other pursuant to or in connection with the Conditions shall be deemed sufficiently given when forwarded by e-mail or facsimile transmission in each case addressed to you at any e-mail address or facsimile number you have given us or to us at the e-mail address or facsimile number displayed at the start of these General Conditions.
11.8. The Conditions are governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English courts.
Please note that these terms and conditions are supplemental to the General Conditions. The Conditions form the basis of the agreement that you enter into with us in order to Register and become a Member (the “Agreement”) and will govern your conduct as a Member.
12.1. Only those in a position to form legally binding contracts under English law may Register. Registration is not open to persons aged under 18 or to any persons whose Membership has been suspended or terminated. If you are Registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
12.2. Each Registration is for a single user only. We do not permit you to share your user name and password with any other person nor with multiple users on a network. Furthermore, your Membership may not be transferred to a third party.
12.3. Responsibility for the security of any passwords issued rests with you and you are responsible for all actions taken with your user name and password.
- OUR SERVICES – REFERRAL AND INTRODUCTORY SERVICE
13.1. We are not an upholstery, soft-furnishing manufacturer or repair business. Upholsta Ltd is an intermediary between the client and the upholsterer. The Site acts as a venue through which Users/Clients and Upholsterers are introduced through a referral system prior to entering into Transactions or Contracts. We are in no way involved in the actual Transaction or delivery of soft-furnishing or upholstery work. We have no, and assume no, control over the quality, safety, or legal aspects of the Jobs and/or Transactions that take place through the Site.
13.2. If you are an Upholsterer or Soft-Furnisher you hereby agree that the Site is for soft-furnishing and upholstery related services only and that work that you provide will only involve these services. Except with our prior written agreement, you agree that you will not use your Membership as a means to market or sell any goods products or other services unrelated to the Job.
13.3. It is the responsibility of the User/Client to select a suitable Upholsterer or Soft-Furnisher for the provision of the Job and the responsibility of the User/Client and the Upholsterer or Soft-Furnisher to negotiate the terms of the Transaction and subsequent contracts and agreements.
13.4. Whilst Upholsta will attempt to provide connections with upholsterers and soft-furnishers for users/clients within 48hrs, Uphosta Ltd reserves the right to delay or not provide without explanation.
13.5. Connections are based on the information you the user/client provide and any estimates or quotes may differ from the final cost of upholstery. Upholsta Ltd will take no liability for any difference between the estimation and/or quotation provided and the final invoice. This remains an issue between the upholsterer/Soft-Furnisher and the user/client.
- GENERAL DISCLAIMER
14.1. Save where expressly stated otherwise in the Conditions, and only to the extent so stated, no provision of the Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 and the Conditions do not give rise to any legal contracts, liabilities, obligations, claims or other benefits or protection between Members or in favour of third parties. Your contract in connection with a Transaction will be with the other Member and, as a result, we can give no commitments of any nature about the other Member (whether User/Client, Upholsterer or Successful Upholstery provider (as defined hereafter) or the Job, whether as to quality, quantity, delivery or price.
14.2. We assume no responsibility for claims made by Upholstery and Soft-furnishing providers with respect to their licenses, insurance, registration, membership or trade association or indeed any other claim made at any point during the Transaction, agreement or quoting process. We operate purely as a referral and introductory intermediary through which Upholstery and soft-furnisher Providers and Users/Clients may agree to connect and potentially provide an estimate/quote or price for a potential Job.
- UNLAWFUL TRANSACTIONS
15.1. Members shall not use the Site for unlawful activities. Any Job or aspect of a Transaction carried out, or sought to be carried out unlawfully, by either Upholstery or Soft-Furnisher Provider or User/Client, is prohibited.
15.2. Certain Transactions may be governed by statutory or other regulations and cannot, therefore be negotiated freely. It is for the Members to identify and adhere to such regulations.
- UPHOLSTERY AND SOFT-FURNISHING
16.1. Once a contract is accepted and exists between the Upholsterer or Soft-Furnisher and the User/Client (whose name appears on the quote/estimate) Upholsta Ltd have no liability between the Upholster and the User/Client. The contract will include those instructions written into the contract only and is to be agreed by both parties before entering the contract. All Upholsterers must provide users/clients with their own terms and conditions on acceptance of a job.
16.2. It is likely that additional work may occur due to the nature of Upholstery and Soft-furnishing. Additional instructions further to the original written quote/estimate must be agreed between the user/client and the upholsterer or Soft-Furnisher. Upholsta Ltd will take no liability for details contained within an agreed contract or subsequent additional work. Upholsterers and Soft-Furnishers are to ensure that they confirm in writing and a price agreed for the additional work and materials, before the work can proceed. Additional work, which may not be apparent when the quote/estimate is provided, will be advised to the client on discovery, and course of action agreed.
16.3. To avoid confusion telephone interactions and quotations should always be confirmed in writing, e.g. via email. In addition, changes to quotation requests will only be accepted in writing, e.g. via email.
16.4. Upholsters / Soft-Furnishers and Members should endeavour to deliver items forming part of contacts and agreements within the specified time. The Upholsterer must keep the Client informed at all times of supply problems, or other factors, which can affect delivery times.
16.5. Full responsibility for compliance with all laws and regulations that relate to the Upholstery or soft-furnishing rests with the parties to the Transaction. It is the responsibility of the Upholsterer to ensure that all work meets industry standards and regulations. Work undertaken for domestic Users/Clients on furniture originally produced after 1st January 1950 must meet the requirements of the Furniture and Furnishings (Fire Safety) Regulations 1988 (amended 1989 and 1993). All work undertaken for contract or commercial use must meet the requirements of BS 7176:2007.
16.6. Any problems with an estimate or quotation whether the Client, or the fault of the Upholsterer or Soft-Furnisher, must be brought to the Upholsterer or Soft-Furnishers attention within seven days of receipt of the order. Thereafter charges may be made for any correctional work undertaken. Upholsta Ltd takes no liability for issues surrounding estimates and quotes, this sits with the upholsterer or soft-furnisher.
17.1. Upholsta is free to join either as an Upholsterer or Soft-Furnisher, or User/Client and it is free to post jobs. We charge a connection fee (the “Fee”) to the Upholstery and Soft-Furnishing providers who choose to accept a potential job lead. A Job will be considered suitable once the job has been manually authorised and vetted by a member of the Upholsta team, who will manually assign a connection fee.
17.2. The connection Fee may vary depending on the size and complexity of the work request. The Fee is dynamically calculated at the time of a job being submitted by the client/user placing. Upholstery and Soft-Furnishing Provider’s will be notified of the connection via email at the same time as they are notified of the potential work request.
17.3 The incurring of the Fee takes place when an upholsterer or soft-furnisher accepts the ‘YES’ button that is attached to the notification email and is independent of the winning, actual performance and delivery of the Job. The obligation to pay the Fee therefore applies if a connection is accepted, regardless of whether the work request is not subsequently carried out and/or the Transaction is later terminated. We may waive our right to receive the Fee as a gesture of goodwill; however, the grant of any such waiver is entirely within our discretion and if so granted is always without accepting any legal obligation to do so.
17.4. If you are an Upholsterer or soft-furnisher Provider you are responsible for collecting and remitting any and all VAT associated with a Transaction. Your quote amounts for the Job is inclusive of VAT. You shall not submit a quote amount excluding VAT and then charge VAT on top of your quote price once your quote has been accepted.
17.5. We reserve the right to waive or change the basis for the calculation of the connection Fee at any time. We may also temporarily change or suspend the Fee for a promotional period. Any such changes will be described on the Site.
17.6. All fees from each calendar month will be added to a total end of month invoice. These will be issued and the upholsterer or soft-furnisher will have 14 days to make the necessary payment to Upholsta Ltd. Failure to make the payment will result in permanent termination of membership.
18.1. Upholsta Ltd takes no liability for any work request and/or agreements that are made between a client and or upholsterer or soft-furnisher, that does not go ahead or is subsequently cancelled.
18.2. Users/Clients and Successful Upholstery Providers will negotiate directly once there has been a successful quote. Either party can make a Cancellation Request; however, it should only make one once all reasonable attempts to reach an agreeable solution have been exhausted and it is clear that the Job will not be performed. You may not make a Cancellation Request until at least 7 days after the date on which the quote was originally accepted. When you make a Cancellation Request the other party to the proposed Transaction will be notified and will have 72 hours to respond by either:
18.2.1. accepting the Cancellation Request and your reason; or
18.2.2. rejecting the Cancellation Request and requesting review by our staff.
1 8.2.3. If your Cancellation Request is accepted by the other party the accepted quote can be retracted and the Job can either be relisted or deleted. If the request is rejected by the other party, then it is sent to us for review and a decision will be made on whether to approve or not to approve the Cancellation Request. Once we have given our verdict on whether to approve the Cancellation Request we will not enter into any further correspondence – our decision is final.
18.3. If the other party does not respond within the 72 hour grace period, your Cancellation Request and reason will automatically be accepted.
18.4. We take abuse of the procedure for Cancellation Requests very seriously. Abuse includes submitting false or exaggerated reasons, attempting to retract accepted quotes, or colluding with other Members to abuse the procedure. If a Member is found abusing or is suspected of abusing the procedure in this clause their Cancellation Request will automatically be denied and their Membership may be revoked without further notice and/or he may also be subject to additional fees.
18.5. Upholsterers and Soft-furnishers can cancel their membership at any time, but will have 14 days to pay their outstanding invoice one it has been issued.
19.1. Whilst we are unable ourselves to conduct any due diligence on our Members, we do enable Users and Successful Upholstery and Soft-Furnishing Providers to provide feedback evaluations on each other’s performance in the course of the Transaction including but not limited to the performance of the Job (or, as the case may be, their failure to enter into a Transaction and/or perform the Job). The evaluations seek to provide Members with guidance on the skills and/or reliability of other Members prior to quoting or, in the case of Users/Clients accepting a quote from an Upholstery Provider.
19.2. The feedback process involves leaving a rating along with a short comment about the performance of the Member with our team at firstname.lastname@example.org.
19.3. You accept that by accepting a Job or by quoting on a Job it is probable that a user/client will leave feedback about you and you acknowledge that your feedback consists solely of comments left by other Members and the overall feedback score calculated. You agree that you will not use any feedback received on the Site on any venue or website that is not the Site. Do always use common sense and respect when leaving feedback on another Member as unwarranted, potentially libellous feedback could result in legal claims being made against you. We do not censor feedback or investigate it for accuracy, and you acknowledge that we are in no way legally responsible for any feedback that is left.
19.4 Any use of profanity, libellous behaviour, illegal activity, or any other form of abuse of the feedback function or any other part of the Site may result in a ban from further use of the Site and, if applicable, being reported to any relevant authorities.
19.5 Upholsta Ltd also reserves the right to use any pictures associated with work completed by its members (Upholsterers or soft-furnishers) for marketing purposes and feedback, including all social media channels and this Site.
- PARTNERSHIP RELATIONS
20.1. Nothing herein shall create or be deemed to create any joint venture, agency or partnership relationship between ourselves and any Members whatsoever. Members shall not hold themselves out as implying any such relationship with us.
- INFORMATION YOU SUPPLY
21.1. You are solely responsible for the information you provide to us and/or other Members in the Registration, Upholstery and soft-furnishing process (which shall include anything posted on the Site) (“Information”). The Information must be true, legal, accurate, and non-fraudulent.
21.3. You agree to use common sense and good judgment when conducting or posting any Information. We insist that all Members abide by netiquette and communicate with each other in a respectful manner.
- REJECTION OR REMOVAL OF MEMBERS
22.1. We reserve the right to reject your Registration or cancel your Membership at any time and for any reason or for no reason and without notice to you.
22.2. We reserve the right to notify other Members of any actions that we, in our sole discretion deem serious, and which have led to the cancellation of your Membership.
22.3. If you are so removed or rejected you may appeal for reinstatement. Your appeal must include a written statement as to why you should be reinstated along with your contact information. Your appeal may be reviewed at our discretion and any determination as to your reinstatement will be at our sole discretion. Your submission of an appeal does not, in any manner, guarantee that you will be reinstated or that the appeal will necessarily be reviewed. We will contact you as to our decision to reinstate you. We are not obligated to give you any reasoning as to our decision. All decisions are final.
23.1. During the course of your Membership we may disclose to you, or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business. You hereby agree that any and all of this information is confidential and shall be our sole and exclusive intellectual property. Any disclosure of our information to a third party (specifically including a direct competitor) is strictly prohibited. All obligations contained herein will survive the termination of this Agreement.
24.1. During the term of this Agreement, you shall not solicit to employ nor employ any of our employees of whom you become aware through the performance of this Agreement. Furthermore, you shall not otherwise hinder any of our other business relationships including those with our Members.
- USE OF UPHOLSTA
25.1. You agree that you shall not acquire the word “Upholsta” or any variant that includes the word “Upholsta” or may be confused with it on Google Adwords or any similar internet advertising service.
- CRIMINAL ACTIVITY
26.1. You represent that you, and any individuals associated with you who will be involved in a Transaction have not been convicted of a crime which is related in anyway to the Upholstery or soft-furnishing business. Furthermore, you warrant and represent that there are currently no legal proceedings instituted against you that would prevent you from performing a Transaction to which you are a party or your obligations under the Conditions.