Opendesk – Terms of Service

This page together with our Privacy Policy, Cookies Policy and Website Terms of Use tells you information about us and the legal terms and conditions that applies to you when using our Services.

These terms of service (the “Terms”) will apply to the provision of our Services to you. Please read these Terms carefully and make sure that you understand them before creating an Account on the Website. Please note that before creating an Account on the Website, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to create an Account or use our Services.

You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 18. Every time you wish to use our Services, please check these Terms to ensure you understand the terms which will apply at that time.

[1] Definitions

Account” means a User’s account created after a User registers on the Website.

Account Details” refers to information held by Opendesk about a User, which is submitted by the User when (or after) the User creates an Account on the Website.

Design Documents” means furniture design works made by a range of international designers which are available for free or paid for download on our Website.

Products” means items of furniture that we sell to you, which shall be manufactured in accordance with the design you choose and by the manufacturer selected by you on our Website;

Services” means the provision of online services through the Website, including the sale of Products to you and the provision of Design Documents that you can download upon payment of a fee.

Terms” refers to the terms and conditions set out in this document;

User”, “you” or “your” refers to any person who registers their details with the Website and creates an Account in order to be able to purchase Licensed Products and/or download Design Documents;

We”, “us” or “our” means Fabbed Limited and “Opendesk” is the trading name of Fabbed Limited;

Website” means the website www.opendesk.cc or any other website that we operate.

[2] Information about us

[2.1] We are Fabbed Limited, trading as Opendesk. We are a limited company registered in England and Wales under company number 08311674 and have our registered office at Opendesk, Lime Wharf, Vyner St, London, E2 9DJ, UK. Our VAT number is 189924053. We operate the website www.opendesk.cc.

[2.2] If you are a consumer, the following applies to you:

[a] you may contact us as below:

[i] to cancel a contract with us in accordance with your legal right to do so, please refer to clause 14.
[ii] if you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at +44 20 8986 9063 or by e-mailing us at support@opendesk.cc.

[b] if we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post according to the Account Details provided by you or other information you provide to us in your order.

[2.3] If you are a business, you may contact us by telephoning our customer service at +44 20 8986 9063 or by e-mailing us at support@opendesk.cc. If you wish to give us formal notice of any matter in accordance with these Terms, please refer to clause 22.3.

[3] How we use your personal information

[3.1] We will use your personal information in accordance our Privacy Policy. Please take the time to read these, as our privacy policy explains how we use your personal data.

[4] Registration as a User

[4.1] In order to use the Services you must register and create an Account on the Website. Upon completing the registration process in the Website you will create an Account and receive a password, a username and an account number.

[4.2] Your Account shall only be accessed by you and shall not be transferred to any third party. In the event that a third party accesses the Account due to you having provided any of your Account Details, you shall be liable for this third party’s access.

[4.3] You are responsible for:

[i] maintaining the confidentiality of the password and username;
[ii] not permitting third parties to use your Account;
[iii] not using the Accounts of other Users;
[iv] refraining from transferring your Account to a third party;
[v] immediately notifying us via email at support@opendesk.cc. if you have any suspicion of unauthorised use of your password or Account or any other breach of security.

[4.4] You must not provide false Account Details, which include but are not limited to your name, email address, credit or debit card details, age or location.

[4.5] We reserve have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

[4.6] You warrant that the email address with which you register your Account is an active, valid email address controlled by you.

[5] Use of our Services

[5.1] By using our Services, you can:

[a] purchase Products directly from Opendesk or from manufacturers registered in our network in accordance with these Terms, or
[b] download Design Documents upon payment of a fee in accordance with these Terms and the terms of the licence according to which the Design Documents are licensed to you.

[6] Age requirement

[6.1] You must be at least 18 years old to use our Services. We will not provide these Services to you if you do not satisfy this age requirement. If you are under 18 years old, please do not attempt to use our Services.

[7] Authority requirement

[7.1] If you are using our Services on behalf of a business, you confirm that you have authority to bind any business on whose behalf you use our Services.

[8] Purchase of Products

[8.1] By using our Services, you can select in our network the design and manufacturer of your choice and place an order for the purchase of Products. Products will be sold and delivered to you by Opendesk.

[8.2] Our Website pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

[8.3] After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 8.4.

[8.4] We will confirm our acceptance to you by sending you an e-mail (the “Order Confirmation”). The contract between us will only be formed when we send you the Order Confirmation.

[8.5] After we accept your order, we will arrange for your Product to be made by the manufacturer selected by you, in accordance with the design you selected and we will contact you in reasonable time to arrange a delivery date.

[8.6] If we are unable to supply you with the selected Products, for example because the selected manufacturer does not produce Products according to the design selected by you or because we cannot meet your requested delivery date or because of an error in the price on our Website, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount you paid as soon as possible.

[9] Price of Products and delivery charges

[9.1] The prices of the Products will be as quoted on the Website at the time you submit your order online or as communicated by us through other means, in response to your enquiry. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 9.5 for what happens if we discover an error in the price of Products you ordered.

[9.2] Prices for our Products may change from time to time, but price changes will not affect any order you have already placed.

[9.3] If you are a consumer, the price of Products includes VAT and/or Sales Tax (if applicable) at the applicable current rate.

[9.4] The price of the Products does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.

[9.5] It is always possible that, despite our reasonable efforts, some Products are incorrectly quoted on the Website or in any other communication we have with you (including quotation documents provided to you). If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that in any event, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the prices of the Products to you at the incorrect (lower) price.

[10] Payment

[10.1] You can choose to pay for purchases by the payment methods indicated on the Website, which may differ from country to country.

[10.2] Unless otherwise agreed between you and us in writing, payment for the Products and all applicable delivery charges is in advance and we will charge you the full amount upon sending you an Order Confirmation.

[10.3] We reserve the right to request a specific method of payment from a User where we believe there is any risk of fraud.

[10.4] You own the Products once we have received payment in full, including all applicable delivery charges.

[11] Delivery, Cost and Time

[11.1] Unless otherwise agreed between you and us in writing, delivery of an order shall be completed when we deliver the Products to the ground floor of the street entrance of the address you have provided to us and obtain the signature required in accordance with clause 11.2.

[11.2] In order to receive the Products we deliver to you, you (or a nominee previously notified by you to us) will be required to provide a signature. You acknowledge and agree that such signature will indicate that you (or your nominee) have inspected the Products and acknowledged that the Products do not have any apparent defect.

[11.3] If you are a business, risk to Products supplied to you shall pass to you upon payment. We shall not be liable for any damaged or lost by the transit agency.

[11.4] If you are a consumer, the Products supplied to you will be your responsibility from the time when:

[a] delivery is completed in accordance with clause 11.1, where the delivery is made by a us or by a carrier offered by us, and we will replace Products that has been damaged or lost by such carrier in reasonable time; or

[b] the Products are delivered by us to a carrier commissioned by you, and we shall have no liability to you in respect of Products that have been damaged or lost by such carrier.

[11.5] Delivery dates depend on many factors, including the time necessary for the manufacture of the Products. Any delivery dates we provide to you are an estimate. Time is not of the essence. There are several possible reasons that dispatch may suffer some delays, such as problems with the selected manufacturer or issues with the design you selected. We shall not be liable for any delays caused by the transit agency.

[11.6] Transport times may be affected by extraordinary incidents with the transporter and difficulties delivering the Products. Occasionally our delivery to you may be affected by an event outside our control. See clause 21 for our responsibilities when this happens.

[11.7] This clause 11.7 only applies if you are a consumer.

[a] We will contact you with an estimated delivery date in reasonable time after we sent you an Order Confirmation (“Estimate Delivery Date”).
[b] If we miss the Estimate Delivery Date for any Products then you may cancel your order straight away if any of the following apply:

[i] we have refused to deliver the Products;
[ii] delivery within the Estimate Delivery Date was essential (taking into account all the relevant circumstances); or
[iii] you told us before we accepted your order that delivery within the Estimate Delivery Date was essential.

[c] If we miss the Estimate Delivery Date and you do not wish to cancel your order straight away, or do not have the right to do so under this clause 11.7, you can give us a new time frame for delivery, which must be reasonable, and you can cancel your order if we do not meet the new deadline.
[d] If you do choose to cancel your order for late delivery under this clause 11.7, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you after the Estimate Delivery Date, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your order, we will refund the sums you have paid to us for the cancelled Products and their delivery.

[11.8] If you fail to accept the delivery of a Product delivered in accordance with these Terms and the Estimate Delivery Date (or any other date that we have agreed with you), we will store the Product until a new delivery takes place, and you shall bear the costs of such storage and new delivery.

[12] Manufacturer guarantee

[12.1] Some of the Products we sell to you may come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Products.

[12.2] If you are a consumer, a manufacturer’s guarantee is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described.

[13] Our warranty for the Products

[13.1] For Products which do not have a manufacturer’s guarantee, we provide a warranty that on delivery and for a period of 2 months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in Clause 13.2.

[13.2] The warranty in Clause 13.1 does not apply to any defect in the Products arising from:

[a] fair wear and tear; [b] wilful damage, abnormal storage or working conditions, accident, negligence by you; [c] if you fail to operate or use the Products in accordance with the Product’s instructions; [d] any alteration or repair by you or by a third party who is not one of our authorised repairers; or [e] Products that are personalised or created in accordance with specifications provided by you.

[13.4] If you are a consumer, this warranty is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described.

[13.4] If you wish to claim your guarantee you can e-mail us at support@opendesk.cc, contact our Customer Services team by telephone on +44 (0)20 8986 9063 or by post to Opendesk, Lime Wharf, Vyner St, London, E2 9DJ, UK.

[14] Consumer right of cancellation

[14.1] This clause 14 only applies to you if you are a consumer. As a consumer, you have legal rights in relation to Products that are faulty or not as described, which are not affected by your right of cancellation in this clause 14 or anything else in these Terms.

[14.2] As a consumer, you have a legal right to cancel a contract during the period set out in clause 14.4 below (the “Cancellation Period”). This means that during the relevant Cancellation Period if you change your mind or decide for any other reason that you do not want to receive or keep the Products you ordered, you can notify us of your decision to cancel our contract and receive a refund in accordance with clauses 14 and 15.

[14.3] Your right of cancellation under this clause 14 does not apply to Products that have been used, damaged or altered or Products that are personalised or created in accordance with specifications provided by you.

[14.4] Your legal right to cancel a contract starts from the date of the Order Confirmation, which is when the contract between us is formed. Your deadline for cancelling the contract then depends on what you have ordered and how it is delivered, as set out in the table below:


Your contract   End of the cancellation period
     
Your contract is for a single Product (which is not delivered in instalments on separate days)  

The end date is the end of 14 calendar days after the day on which you receive the Product. Example: if we provide you with an Order Confirmation on 1 January and you receive the Product on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.

Your contract is for either of (a) one Product which is delivered in instalments on separate days; or (b) multiple Products which are delivered on separate days  
The end date is 14 calendar days after the day on which you receive the last instalment of the Product or the last of the separate Products ordered.

Example: if we provide you with an Order Confirmation on 1 January and you receive the first instalment of your Product or the first of your separate Products on 10 January and the last instalment or last separate Product on 15 January you may cancel in respect of all instalments and any or all of the separate Products at any time between 1 January and the end of the day on 29 January.
Your contract is for the regular delivery of a Product over a set period.  

The end date is 14 calendar days after the day on which you receive the first delivery of the Products.

Example: if we provide you with an Order Confirmation on 1 January in respect of Products to be delivered at regular intervals over a year and you receive the first delivery of your Products on 10 January, you may cancel at any time between 1 January and the end of the day on 24 January. 24 January is the last day of the cancellation period in respect of all Products to arrive during the year.



[14.5] The easiest way to let us know that you want to cancel our contract is to complete the cancellation form attached as Schedule 1 to these Terms. If you use this method we will e-mail you to confirm we have received your cancellation. You can also e-mail us at support@opendesk.cc or contact our Customer Services team by telephone on +44 20 8986 9063 or by post to Opendesk, Lime Wharf, Vyner St, London, E2 9DJ, UK.

[14.6] If you are e-mailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-mail us before midnight on that day.

[15] Refund and return policy

[15.1] This clause 15.1 only applies to consumers. If you are a consumer and cancel our contract under clause 14, we will:

[a] refund you the price you paid for the Products. We reserve the right to deduct an appropriate amount from your refund to reflect any reduction in the value of the Products which have been caused by you handling them in a way which would not be permitted in a shop. If we refund you the price you paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us the appropriate amount to cover such reduction in value. For information about what handling is acceptable and examples, see our Returns page. [b] refund your delivery costs up to the value of the least expensive delivery method we offer, regardless of the delivery method you have chosen;
[c] make any refunds due to you as soon as possible and in any event within the deadlines indicated below:

[i] if you have received the Products and we have not offered to collect it from you: 14 days after the day on which we receive the Products back from you or, if earlier, the day on which you provide us with evidence that you have sent the Products back to us; or
[ii] if you have not received the Products or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel our contract.

[d] request you to return the Products by post to our address in clause 2.1 at your expenses, unless you agree that you will bear the costs of us collecting the Products from you or we expressly offer to: (a) bear the costs incurred by you in returning the Products by post; or (c) collect the Products from you at our expenses.

[15.2] If you have returned Products to us because they are faulty or mis-described, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the Product to us.

[15.3] Any refund to you will be made through the same payment method used by you to pay for the Products. If you used vouchers to pay for the Products we may refund you in vouchers.

[16] Complaints procedure and dispute resolution

[16.1] If you are unhappy about any actions we take, including the conclusions of any investigations, or have any complaints, concerns or questions regarding our Services, you can contact us via email at info@opendesk.cc. When contacting us, please include your username and account number in all correspondence.

[17] Term and termination

[17.1] These Terms will remain in full force and effect while you use our Services.

[17.2] You can cease being a User at any time by closing your Account in accordance with the step by step guide available in the relevant Website’s section. Alternatively you can send us an email at support@opendesk.cc.

[17.3] We may, for any reason and at any time, restrict your access, suspend or terminate your Account by sending notice to your email as indicated in your Account Details, or without provision of notice if we have reasons to believe that you are in breach of these Terms, any law or rights of any third party.

[18] Our right to vary these terms

[18.1] We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.

[18.2] Every time you order Products from us, the Terms in force at the time of your order will apply to the contract between you and us.

[18.3] We may revise these Terms as they apply to your order from time to time to reflect the changes in relevant laws and regulatory requirements.

[18.4] If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including reasonable delivery charges.

[19] Our liability if you are a business

[19.1] This clause 19 only applies to you if you are a business customer.

[19.2] We only supply Products for internal use by your business, and you undertake not to use the Products for any resale purposes.

[19.3] Nothing in these Terms limits or excludes our liability for:

[a] death or personal injury caused by our negligence;
[b] fraud or fraudulent misrepresentation;
[c] breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
[d] defective products under the Consumer Protection Act 1987.

[19.4] Subject to clause 19.2 we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with our contract for:

[a] any loss of profits, sales, business, or revenue;
[b] loss or corruption of data, information or software;
[c] loss of business opportunity;
[d] loss of anticipated savings;
[e] loss of goodwill; or
[f] any indirect or consequential loss.

[19.5] Subject to clause 19.2, our total liability to you in respect of all losses arising under or in connection with our contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products paid by you.

[19.6] Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

[20] Our liability if you are a consumer

[20.1] This clause 20 only applies if you are a consumer.

[20.2] If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into our contract.

[20.3] We only supply the Products for domestic and private use. You agree not to use the Products for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

[20.4] We do not in any way exclude or limit our liability for:

[a] death or personal injury caused by our negligence;
[b] fraud or fraudulent misrepresentation;
[c] any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
[d] any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
[e] defective products under the Consumer Protection Act 1987.

[21] Events outside our control

[21.1] We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under our contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 19.2.

[21.2] An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

[21.3] If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

[a] we will contact you as soon as reasonably possible to notify you; and [b] our obligations under our contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. [c] you may cancel our contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including reasonable delivery charges.

[22] Communications between us

[22.1] When we refer, in these Terms, to “in writing”, this will include e-mail.

[22.2] If you are a consumer you may contact us as described in clause 2.2.

[22.3] If you are a business:

[a] any notice or other communication given by you to us, or by us to you, under or in connection with our contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
[b] a notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
[c] in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
[d] the provisions of this clause 22 shall not apply to the service of any proceedings or other documents in any legal action.

[23] Other important terms

[23.1] We may transfer our rights and obligations under a contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you by posting a notice on the Website if this happens.

[23.2] You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

[23.3] Our contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

[23.4] Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

[23.5] If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

[23.6] If you are a consumer, please note that these Terms are governed by English law. This means a contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.

[23.7] If you are a business, the following provisions will apply to you:

[a] Any contract between us and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with any contract between us or its subject matter or formation (including non-contractual disputes or claims).
[b] These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
[c] You acknowledge that in using our Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
[d] You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in these Terms.

Last update: October 2016