Eco Onyx’s Residential Client Terms & Conditions
Eco Onyx’s goal is to always provide our clients with superior, sustainable, eco-friendly & detail-oriented services and products, our reputation with our clients has & will always be important to us. Standing firm in our human first approach while building a supportive bridge between our services & products directly to our client’s needs. While sometimes errors do happen, we have systems in place to alleviate client dissatisfaction. We know that sometimes age, ability, mental health, work load (etc) provides hardships & hurdles and it is our duty to help you our clients have the cleaning experience that they desire no matter age, gender, sexual orientation, ableism or any other hurdles.
Definitions
Cleaning bees: A trained cleaner, who works as an employee of Eco Onyx, LLC.
Buyer: Prospective client, client.
Seller: Eco Onyx LLC
Applicability
These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the services & products ("Services") by Eco Onyx ("Seller") to the buyer named on the reverse side of these Terms ("Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(A)
The accompanying confirmation of sale (the "Sales Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.
(B)
Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.
(C)
Performance of Services
Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only.
A
With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may reasonably request and Buyer considers reasonably necessary to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
B
Issues with Services Provided.
Buyer must report any issues with Services provided within 48 hours of Seller providing Services. If the date the Seller provided Services falls on a Friday, Buyer’s valid claim period ends on Monday 12:00PM. If Buyer is traveling or not able to see the home after Seller’s cleaning bees have cleaned, arrangements must be made prior. Without prior knowledge, or choosing to skip reporting within the valid claims period, the Buyer acknowledges that their claim is no longer valid.
If Buyer does report a claim within the allotted valid claim period, Seller reserves the right to request a time and date that Seller can come back to fix any errors, or come back to inspect the damage and make a plan to fix or replace at a later date.
Any refunds or adjustments must be requested directly to Seller’s office by sending Seller an email. In case of damage, the Seller will repair the item at its cost. If the item cannot be repaired, Seller will rectify the problem by crediting the customer with the item’s market value.
In limited circumstances, Seller will provide a $35 incidental fee for mistakes made.
If your keys are lost by Seller’s cleaning bees, Seller will foot the bill for all replacement/locksmith fees. The liability limit is $50.
Buyer's Acts or Omissions
If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Price.
(A): Buyer shall purchase the Services from Seller at the price[s] (the "Price[s]") set forth in Seller's published price list in force as of [[DATE]/the date [of Buyer's purchase order/that Seller accepts Buyer's purchase order]]. If the Price[s] should be increased by Seller before performance of the Services, then these Terms shall be construed as if the increased price[s] was/were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased price[s].
(B): Buyer agrees to reimburse Seller for all reasonable travel and out-of-pocket expenses incurred by Seller in connection with the performance of the Services
(C): All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets
Payment Terms
(A)
Buyer shall pay all estimated amounts in order to book their appointment. In the instance that the amount due is greater on the day of Buyer’s appointment, the buyer is responsible for paying the adjusted balance & all other fees PRIOR to services being completed. Buyer shall make all payments hereunder by credit card, or PayPal invoice in US dollars to Eco Onyx LLC. No checks or cash are accepted
(B)
Buyer shall pay a 30% interest on all late payments. Due no later than (5) five days post services being rendered. If a buyer refuses to pay, the seller will charge the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the performance of any Services if Buyer fails to pay any amounts when due hereunder [and such failure continues for [7] days following written notice thereof
(C)
Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.
Media Release
While on Buyer’s property providing Services Seller will take before and after pictures as well as videos for marketing purposes. Buyer’s name, and other identifying information will not be used within Seller’s releases.
If Buyer does not want pictures taken of work areas in Buyer’s home please notify us when you schedule your cleaning. At no point will Buyer’s privacy be infringed upon.
Interior images will be focused on the room and or damage Seller may find and will not be focused on personal property unless it is your personal property that was damaged and is required by Seller’s insurance to process a claim. If Seller does wish to use pictures of the interior of your home, Seller will contact Buyer directly before doing so.
Seller may use exterior pictures of Buyer’s home for possible advertisement on such places like Seller’s website, Facebook, Porch.com and so forth. If Seller does decide to use any exterior images of Buyer’s home, Seller may contact Buyer as a courtesy but is not required. At no point will any image include images of any person living in the home. Seller does respect Buyer’s right to privacy.
(B): Participation in Eco Onyx’s “Client Spotlight” interviews are at will. Buyers can participate as part of Seller’s special promotions & discount programs. Seller’s clientele interviews will also be used for marketing purposes, but Buyer will be asked prior to the interview whether or not Buyer consents to such usage.
Limited Warranty
(A)
Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
(C)
With respect to any Services subject to a claim under the warranty set forth in Section 7(a), Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
(B)
The Seller shall not be liable for a breach of the warranties set forth in Section 7(a) unless: (i) Buyer gives written notice of the defective Services, as the case may be, reasonably described, to Seller within two (2) days of Seller providing Services to Buyer or if Buyer is traveling or not able to see the home after Seller’s cleaning bees have cleaned, Buyer and Seller can agree to a different time period for inspection in writing; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 11(a) to examine; and (iii) Seller reasonably verifies Buyer's claim that the Services are defective
(D)
THE REMEDIES SET FORTH IN SECTION 7(d) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7(a) .
Employee Solicitation
When entering into an agreement for services with Seller (Eco Onyx LLC), Buyer agrees not to solicit for hire any staff member introduced to Buyer by Seller for any home-related services. If Buyer is found to have solicited one of Seller’s cleaning bees, please be advised that Seller’s referral/ training fee is $2,500 payable to Seller immediately upon employing Seller’s cleaning bees for any services to your home/ business. Buyer’s Cleaning Bee( s) will also be immediately terminated.
Limitation of Liability
(A)
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE
(B)
IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED (3) three TIMES] THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER [or $250], WHICHEVER IS LESS].
(C)
The limitation of liability set forth in Section 8(b) shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.
Termination.
In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement [and such failure continues for [NUMBER] days after Buyer's receipt of written notice of nonpayment]; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") [reasonable] control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, [OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS,] or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; [and] (f) national or regional emergency; [and] [(g) strikes, labor stoppages or slowdowns, or other industrial disturbances;] [and] [(h) shortage of adequate power or transportation facilities;] [and] [(i) other [similar] events beyond the [reasonable] control of the Impacted Party]. The Impacted Party shall give notice within [NUMBER] days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of [NUMBER] [consecutive] days following written notice given by it under this Section 18, [either party/the other party] may thereafter terminate this Agreement upon [NUMBER] days' written notice.
Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.Don’t worry about sounding professional. Sound like you. There are over 1.5 billion websites out there, but your story is what’s going to separate this one from the rest. If you read the words back and don’t hear your own voice in your head, that’s a good sign you still have more work to do.
Governing Law.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
Submission to Jurisdiction.
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of Albany and County of Albany, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: [Insurance,] [Compliance with Laws,] Confidential Information[, Governing Law][, Submission to Jurisdiction] and Survival.
Amendment and Modification
These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party