1. Definitions

"Customer," "you," or "your" means the person or legal entity purchasing, booking, receiving, or using the applicable product or service.

"Company" means Vincent & Son Upholstery LLC, doing business as "Vincent & Son Upholstery", a LLC organized under the laws of Florida.

"Services" means providing custom upholstery, furniture reupholstery, and repair services.

"Order" includes a purchase, booking, accepted quote, signed proposal, work authorization, service order, or other transaction accepted by Company.

2. Eligibility, Authority & Acceptance

You must have legal capacity to enter into the applicable transaction. If you act for a business or organization, you represent that you have authority to bind that entity.

If a separate written proposal, work order, service agreement, estimate, or other contract conflicts with these Terms, the more specific signed or expressly accepted agreement controls with respect to the matter it addresses.

Electronic acceptance, electronic signatures, checkboxes, click-through acceptance, and other electronic records may be used to evidence assent to the extent permitted by applicable law.

3. Products & Services

Company provides providing custom upholstery, furniture reupholstery, and repair services. Specific scope, quantities, specifications, service areas, deliverables, exclusions, and timing may be stated in an Order, estimate, proposal, booking page, product listing, or separate agreement.

Descriptions, photographs, illustrations, measurements, availability statements, and estimates are intended to be reasonably accurate but may be subject to ordinary variations, third-party information, availability, and the specific terms of an Order.

Company may refuse an Order or discontinue a generally offered product or service before acceptance, subject to applicable law and any already-binding agreement.

4. Orders, Quotes & Service Agreements

Quotes and estimates are not binding unless expressly identified as binding and accepted within any stated validity period. Additional work, changed conditions, customer-requested modifications, or circumstances outside the original scope may require a revised quote or change order.

Company may rely on information, measurements, selections, approvals, and instructions supplied by Customer. Customer is responsible for reviewing Order details before acceptance.

An Order may be conditioned on payment of a deposit, completion of required documentation, availability, credit approval where lawfully used, or satisfaction of other disclosed prerequisites.

5. Customer Responsibilities

Customer agrees to provide accurate information, timely approvals, lawful instructions, and reasonable cooperation necessary for Company to perform the applicable Order.

Customer represents that Customer has authority to provide any property, materials, content, data, instructions, approvals, or access supplied to Company and that Company's authorized use will not violate third-party rights or applicable law.

6. Pricing, Payment & Taxes

Prices and payment terms are stated at checkout, in the applicable Order, or in a separate agreement. Current payment terms: {{PAYMENT_TERMS}}

Deposit policy: {{DEPOSIT_POLICY}}

Customer authorizes Company and its payment processor(s), where applicable, to charge amounts properly due under an accepted Order using the payment method Customer provides.

Prices may exclude applicable taxes, governmental charges, permit fees, shipping, delivery, third-party charges, or other amounts unless expressly stated otherwise. Customer is responsible for applicable taxes and charges lawfully allocated to Customer.

Late-payment policy: {{LATE_FEE_OR_NONE}}

Company may suspend unperformed Services or withhold unpaid deliverables for overdue undisputed amounts to the extent permitted by law and the applicable Order.

7. Cancellations, Refunds & Returns

Cancellation policy: {{CANCELLATION_POLICY}}

Refund policy: {{REFUND_POLICY}}

Any statutory cancellation, refund, return, or warranty right that cannot legally be waived remains unaffected by these Terms.

Amounts already earned for completed work and non-cancellable third-party costs may remain payable to the extent disclosed, agreed, and permitted by law.

Scheduling, Delivery, Delays & Customer Access

Unless expressly guaranteed in writing, service dates, appointment windows, completion estimates, shipping estimates, and delivery dates are good-faith estimates rather than guaranteed deadlines.

Company is not responsible for delays caused by Customer, weather, emergencies, permits, inspections, utilities, carriers, suppliers, labor shortages, third-party vendors, unavailable materials, governmental action, or other circumstances beyond Company's reasonable control.

Third-Party Services

The Website or Services may depend on third-party payment processors, booking systems, delivery companies, financing providers, maps, hosting providers, manufacturers, software, platforms, or other services. Third-party services are governed by their own terms and privacy practices.

Company is not responsible for an independent third party's outage, delay, policy change, security event, pricing, refusal, suspension, or other act or omission except to the extent Company expressly assumes responsibility in writing or applicable law requires otherwise.

Intellectual Property

The Website and its original text, graphics, photographs, video, logos, designs, code, software, documentation, and other Company-created content are owned by or licensed to Company and are protected by applicable intellectual-property law.

Except as expressly authorized, users may not reproduce, republish, scrape, systematically extract, reverse engineer, distribute, sell, create derivative works from, or commercially exploit protected Website content.

Customer retains rights in materials Customer lawfully supplies. Customer grants Company the limited rights reasonably necessary to use such materials to perform an Order.

Prohibited Use

You may not use the Website or Services to violate law or third-party rights, commit fraud, impersonate others, interfere with security, introduce malicious code, gain unauthorized access, abuse personnel, or use automated means to extract protected Website data in violation of applicable law or these Terms.

Warranties & Disclaimers

Except for an express written warranty contained in an applicable Order and except for rights that cannot legally be disclaimed, products and Services are provided on an "as is" and "as available" basis.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Company does not guarantee a particular result, outcome, savings, revenue, schedule, durability, compatibility, availability, or other performance characteristic unless expressly stated as a written guarantee in the applicable Order.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE WEBSITE, AN ORDER, OR THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM A PARTICULAR ORDER OR EVENT WILL NOT EXCEED amount paid for the affected product or service.

Nothing in these Terms excludes or limits liability that applicable law does not permit the parties to exclude or limit.

Indemnification

To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless Company and its owners, officers, employees, contractors, and agents from third-party claims, losses, liabilities, damages, and reasonable costs arising from Customer-supplied materials or instructions that violate law or third-party rights, Customer's unlawful use of the Website or Services, or Customer's fraud, gross negligence, or willful misconduct.

This provision does not require a consumer to indemnify Company for Company's own conduct where such allocation is prohibited by applicable law.

Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including severe weather, hurricane, natural disaster, fire, war, terrorism, civil unrest, governmental action, utility or internet outage, material supplier or carrier disruption, epidemic, or similar event. This section does not excuse payment for products or Services already delivered or performed.

Governing Law & Disputes

These Terms and covered transactions are governed by the laws of the State of Florida, without regard to conflict-of-law rules, except to the extent mandatory law requires otherwise.

Before filing ordinary civil litigation, the parties will use reasonable good-faith efforts to resolve the dispute through written notice and business-level discussion.

If unresolved, the parties agree to attempt non-binding mediation in Duval County, Florida, before commencing ordinary litigation, unless emergency relief, small-claims proceedings, collection remedies, or another exception makes mediation impracticable.

Subject to mandatory law and jurisdictional requirements, exclusive venue for disputes not otherwise required to be heard elsewhere will lie in the state courts located in Duval County, Florida, or the applicable federal court serving that county.

JURY-TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN A DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICABLE TRANSACTION.

Electronic Communications & Records

You consent to the use of electronic records and communications for transactions conducted electronically, subject to applicable law. You are responsible for maintaining a current email address or other designated contact information.

Marketing communications are separate from transactional communications and may be opted out of using the applicable unsubscribe method.

Changes to These Terms

Company may revise these Website Terms prospectively. The Last Updated date identifies the current version.

A Website posting will not retroactively alter the material economic terms of an already accepted Order unless the applicable agreement permits the change or the parties otherwise agree.

General Provisions

Independent relationship. No Website interaction creates a partnership, joint venture, fiduciary, agency, or employment relationship.

Severability. If a provision is unenforceable, it will be enforced to the maximum extent permitted or severed while the remainder remains effective.

No waiver. Failure to enforce a provision is not a waiver of future enforcement.

Assignment. Customer may not assign an accepted service agreement without Company's consent where the assignment would materially alter Company's obligations. Company may assign its rights in connection with a bona fide merger, financing, restructuring, or sale of the business or relevant assets, subject to applicable law.

Entire agreement. These Terms together with the applicable Order and incorporated policies constitute the agreement regarding the covered transaction, except where a more specific signed agreement controls.

Non-waivable rights. Nothing in these Terms waives a right or remedy that applicable law prohibits the parties from waiving.

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