Terms & Conditions

Renosity Limited (trading as renosity.com)
Last updated: 06/01/2026

1. INTRODUCTION, STATUS, AND APPLICATION

These Terms and Conditions (“Terms”) govern all contracts for the supply of services by Renosity Limited, a company incorporated in England and Wales (“the Company”). These Terms apply to all engagements entered into by the Company and shall form the basis of all contractual relationships between the Company and any person, firm, or organisation procuring services (“the Client”).

These Terms are intended to reflect a commercially robust and industry-aligned framework consistent with best practice in facilities management, sustainability services, and waste operations. They are written to ensure clarity of obligations, allocation of risk, and enforceability under English law.

These Terms shall apply to the exclusion of any terms or conditions that the Client purports to apply, whether under any purchase order, confirmation of order, specification, or otherwise, except where expressly agreed in writing by a director of the Company. No employee or agent has authority to vary these Terms unless confirmed in writing.

The Client acknowledges that it has had the opportunity to review these Terms and take independent legal advice prior to entering into any Contract.

2. DEFINITIONS, INTERPRETATION, AND CONTRACTUAL STRUCTURE

In these Terms, “Services” shall include, without limitation, all services provided by the Company, including furniture reupholstery, reuse and remanufacturing, facilities management services, maintenance, asset lifecycle management, environmental services, and waste management services including collection, segregation, recycling, reuse, and disposal.

“Contract” means the legally binding agreement between the Company and the Client, comprising these Terms together with any quotation, proposal, or Statement of Work (“SOW”). “Goods” means any materials, furniture, equipment, or components supplied or modified by the Company. “Site” refers to any location at which Services are performed. “Waste” includes all waste streams handled by the Company, whether hazardous, controlled, or recyclable.

Interpretation shall follow standard English legal principles. References to statutes include amendments or replacements. Headings are for convenience only and shall not affect interpretation. Any ambiguity shall not be construed against the drafting party.

3. FORMATION OF CONTRACT AND ORDER OF PRECEDENCE

A Contract shall be deemed to be formed upon the earliest of: (i) written acceptance of a quotation or SOW by the Client; (ii) written or verbal instruction to proceed; or (iii) commencement of Services by the Company.

The Client’s issuance of a purchase order shall be deemed acceptance of these Terms regardless of any conflicting provisions within that purchase order. Any conflicting or additional terms shall be of no effect unless expressly agreed.

In the event of inconsistency, documents shall take precedence in the following order:
(a) executed contract or SOW;
(b) quotation;
(c) these Terms.

The Company reserves the right to decline orders at its discretion.

4. SERVICE DELIVERY FRAMEWORK

The Company shall perform the Services with reasonable care, skill, and diligence in accordance with industry standards applicable to facilities management, furniture reuse, and environmental services.

However, the Client acknowledges that the Services are operational in nature and subject to variables beyond the Company’s control, including site conditions, material availability, third-party performance, and regulatory requirements. Accordingly, no guarantee is given as to specific outcomes, performance improvements, or commercial benefits unless expressly stated.

The Company shall have full discretion over service methodology, resource allocation, sequencing, and delivery approach. This includes the right to deploy subcontractors, specialist providers, or partner organisations.

The Company reserves the right to modify or suspend Services where necessary to ensure safety, legal compliance, or operational feasibility.

5. CLIENT RESPONSIBILITIES AND DEPENDENCIES

The Client shall provide all cooperation, access, and information reasonably required for the performance of the Services. This includes providing accurate data, access to premises, and timely decision-making.

The Client shall ensure that the Site complies with all applicable legislation, including health and safety law, environmental law, and building regulations. The Client shall notify the Company of any hazards, including asbestos, contamination, structural issues, or restricted access conditions.

The Client shall obtain all necessary permissions, licences, and approvals. Failure to do so shall entitle the Company to suspend Services and recover costs.

The Company shall be entitled to rely on information provided by the Client without independent verification.

6. CHANGE MANAGEMENT AND VARIATIONS

All Services are provided based on the agreed scope. Any changes shall be subject to formal variation control.

Variations may arise due to Client instructions, unforeseen conditions, regulatory changes, or operational requirements. The Company shall be entitled to adjust pricing, timelines, and resources accordingly.

Where urgent variations are required for safety or compliance reasons, the Company may implement such changes immediately and notify the Client retrospectively.

7. PRICING STRUCTURE AND COMMERCIAL TERMS

Pricing shall be as set out in the quotation or SOW and may be based on fixed price, time and materials, or other agreed commercial models.

The Company reserves the right to adjust pricing where costs increase due to inflation, supply chain disruption, labour costs, or regulatory change. For long-term contracts, price reviews may be applied periodically.

Invoices shall be payable within 30 days unless otherwise agreed. Late payment shall entitle the Company to charge statutory interest and suspend Services.

The Company may require deposits, mobilisation fees, or advance payments.

8. FURNITURE REUPHOLSTERY, REUSE, AND ASSET SERVICES

The Company provides specialist services in furniture reuse and lifecycle extension. The Client acknowledges that such services involve working with existing assets that may contain hidden defects or limitations.

The Company does not guarantee that all items can be restored or reused. Structural integrity remains the Client’s responsibility unless otherwise agreed.

The Client warrants ownership and lawful possession of all items supplied. The Company shall not be liable for deterioration, latent defects, or performance limitations arising from prior use.

9. FACILITIES MANAGEMENT SERVICES

Facilities management services may include planned and reactive maintenance, inspections, compliance checks, and operational support.

Service levels may be defined in a SOW; however, response times are targets unless expressly guaranteed. Performance may be impacted by third-party dependencies, access constraints, and environmental factors.

The Company shall not be liable for indirect operational disruption unless caused by its proven negligence.

10. WASTE MANAGEMENT AND ENVIRONMENTAL SERVICES

The Company shall perform waste services in compliance with environmental legislation and industry standards.

The Client is responsible for accurate classification of Waste. Misclassification may result in additional costs, regulatory risk, and liability.

The Company reserves the right to refuse Waste or reclassify it where necessary. The Client shall indemnify the Company against any regulatory penalties arising from inaccurate information.

11. RISK, TITLE, AND PROPERTY

Risk in Goods passes upon delivery or installation. Title remains with the Company until full payment is received.

The Company shall not be responsible for loss or damage to Client-owned property except where caused by negligence.

12. LIABILITY AND RISK ALLOCATION

The Company’s liability shall be strictly limited. Subject to applicable law, total liability shall not exceed the Contract value or £5,000,000, whichever is lower.

The Company shall not be liable for indirect or consequential loss, including loss of profit, revenue, or business interruption.

Risk allocation reflects the commercial value of the Contract and the Client’s ability to insure against losses.

13. INDEMNITIES

The Client shall indemnify the Company against all claims arising from:

inaccurate information
hazardous materials
breach of law
misuse of Services

This indemnity shall survive termination.

14. COMPLIANCE, ESG, AND ETHICAL STANDARDS

The Company operates in alignment with recognised environmental, social, and governance (ESG) principles and may require Clients to comply with sustainability, anti-bribery, and ethical standards.

The Client shall comply with all applicable laws, including anti-bribery legislation and environmental regulations.

15. DATA PROTECTION AND CONFIDENTIALITY

Both parties shall comply with UK GDPR. Personal data shall only be processed for legitimate purposes.

Confidential information shall not be disclosed except where required by law.

16. FORCE MAJEURE

The Company shall not be liable for events beyond its control, including pandemics, supply chain disruption, labour shortages, or regulatory change.

17. TERMINATION AND EXIT

Either party may terminate for breach. The Company may terminate for non-payment or insolvency.

Upon termination, Services shall cease, and all outstanding sums become payable.

The Client shall cooperate in orderly disengagement.

18. GENERAL LEGAL PROVISIONS

These Terms represent the entire agreement. No third party shall have rights under the Contract.

If any provision is invalid, the remainder shall remain in force.

19. GOVERNING LAW

These Terms are governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of its courts.

20. AMENDMENTS

The Company reserves the right to update these Terms. Updated versions shall apply to future Contracts.

Annex A - Reupholstery & Upholstery Specific Terms and Conditions

Contract Formation. A legally binding contract is formed between Renosity Limited (“Renosity Limited”) and the client identified in the written quotation or estimate (“the Client”) upon the Client’s acceptance of the quotation, including payment of any required deposit.

This contract shall consist exclusively of the written quotation or estimate, any documents expressly incorporated within it, and these Terms and Conditions. These Terms shall prevail over any prior discussions, negotiations, representations, or agreements unless expressly agreed in writing by Renosity Limited.

1. Scope of Work. Renosity Limited shall carry out upholstery and related services strictly in accordance with the description set out in the written quotation or estimate. All quotations are prepared based on a visual inspection and the information reasonably available at the time. The Client acknowledges that defects or issues not visible at the time of inspection may only become apparent once existing upholstery materials are removed.

2. Additional Work and Discovery of Defects. Where, upon stripping or inspection, additional repairs or remedial work are found to be necessary, including but not limited to frame repairs, loose joints, springs, webbing, fillings, or structural reinforcement, Renosity Limited shall notify the Client as soon as reasonably practicable.

A revised or supplementary quotation may be issued, and no such additional work shall be undertaken without the Client’s prior written approval. Should the Client decline recommended repairs after work has commenced, Renosity Limited shall not be liable for the structural integrity, performance, or longevity of the furniture and shall not be required to reinstate original materials. Renosity Limited reserves the right to charge for all work completed up to that point.

3. Client Instructions. All instructions, specifications, and approvals provided by the Client must be confirmed in writing, including by email. Renosity Limited shall not be responsible for any errors, omissions, or misunderstandings arising from verbal instructions that have not been confirmed in writing.

4. Timescales. Any completion or delivery dates provided by Renosity Limited are estimates only and shall not be of the essence. Such estimates are dependent upon factors including, but not limited to, availability of materials, the Client’s timely provision of decisions or approvals, the complexity of the work, specialist processes, third-party suppliers, and circumstances beyond Renosity Limited’s reasonable control.

While Renosity Limited shall use reasonable endeavours to meet estimated timescales, no guarantee is given as to completion or delivery dates.

5. Removal of Existing Materials. Unless otherwise agreed in writing prior to commencement, Renosity Limited shall remove and dispose of all existing upholstery materials. The Client acknowledges that removed materials may be unsuitable for reuse due to age, contamination, or deterioration.

6. Fire Safety Compliance. All domestic upholstery work shall comply with the Furniture and Furnishings (Fire Safety) Regulations 1988 (as amended). Where Renosity Limited supplies fabric, compliance shall be ensured through the use of inherently compliant materials, treated fabrics, or appropriate interliner systems.

Where the Client supplies fabric, the Client shall bear sole responsibility for ensuring compliance with all applicable fire safety regulations. Renosity Limited shall have no liability for non-compliance of Client-supplied materials. Commercial furniture may require compliance with applicable standards including BS 7176.

7. Client-Supplied Materials. Where materials are supplied by the Client, the Client shall be solely responsible for their suitability, durability, quantity, dye batch consistency, pattern repeat allowance, and regulatory compliance. Renosity Limited shall accept no liability for the performance, defects, or failure of such materials.

Renosity Limited reserves the right to apply a surcharge of up to fifteen percent (15%) in respect of Client-supplied materials to reflect additional handling risk and administrative time.

8. Fabric Quantities and Pattern Matching. Any fabric quantities estimated by Renosity Limited are based on standard industry allowances. Additional material may be required due to pattern repeats, directional designs, defects, or unforeseen requirements. Perfect pattern alignment cannot be guaranteed due to the inherent design and construction of furniture.

9. Delivery of Client Materials. Where materials are delivered directly to Renosity Limited by third parties, the Client shall ensure that such materials are clearly labelled with the Client’s name and project reference. Renosity Limited shall not be responsible for delays, errors, or losses arising from incorrect, late, or incomplete delivery of materials by third parties.

10. Fabric Characteristics. The Client acknowledges that variations in colour, shade, texture, and finish may occur due to dye batches, lighting conditions, fabric composition, and manufacturing tolerances. Natural materials may exhibit irregularities which shall not be deemed defects.

11. Creasing and Marking. Renosity Limited shall take reasonable care to minimise creasing and marking; however, the Client acknowledges that fold marks, pressure marks, or shading may occur and may diminish over time with use. Complete elimination of such characteristics cannot be guaranteed.

12. Foam and Fillings. New foam and fillings may soften and settle during normal use. Comfort levels are subjective, and Renosity Limited does not guarantee a particular level of firmness or comfort. Feather, fibre, and foam fillings will naturally compress over time.

13. Notification of Issues. The Client shall inspect the completed work upon delivery or collection and must notify Renosity Limited of any defects or concerns within seven (7) days. Failure to do so may result in any remedial work being chargeable. This provision does not affect the Client’s statutory rights.

14. Third Party Work. Renosity Limited shall have no liability for any defects, damage, or issues arising from work that has been altered, repaired, or interfered with by any third party.

15. Storage. Completed items must be collected or delivery arranged within fourteen (14) days of notification of completion unless otherwise agreed in writing. Renosity Limited reserves the right to charge reasonable storage fees thereafter. Risk in the goods shall pass to the Client upon completion of the work.

16. Abandoned Goods. Any goods not collected within ninety (90) days of completion may be deemed abandoned. Renosity Limited reserves the right to sell or dispose of such goods, upon providing reasonable notice to the Client, in order to recover outstanding costs.

17. Insurance Work. Where work is carried out pursuant to an insurance claim, the Client shall remain responsible for payment unless the insurer has confirmed in writing that payment will be made directly to Renosity Limited.

18. Guarantee. Renosity Limited provides a five (5) year guarantee on workmanship from the date of completion. This guarantee excludes normal wear and tear, fabric fading, structural movement, misuse, pet damage, commercial use (unless agreed), Client-supplied materials, and compression of fillings. Commercial work shall carry a twelve (12) month workmanship guarantee unless otherwise agreed. This guarantee is in addition to the Client’s statutory rights.

19. Transport and Access. Renosity Limited shall exercise reasonable care during collection and delivery. The Client is responsible for ensuring safe and adequate access. Renosity Limited shall not be liable for damage arising from restricted access, narrow spaces, inadequate clearance, pre-existing damage, or weakened furniture structures.

20. Payment Terms. A deposit will be agreed for each project and is required to secure a booking and is generally non-refundable due to costs incurred. The balance shall be payable in full prior to delivery or collection or as agreed.

Where work is cancelled after inspection or commencement, Renosity Limited reserves the right to charge for labour (up to fifty percent (50%) of the quoted price) together with all material costs incurred. Interest may be charged on overdue amounts at a rate of 1.5% per month. Title in the goods shall not pass to the Client until full payment has been received.

21. Work Schedule. Requests for priority scheduling may be subject to a surcharge of up to fifteen percent (15%). All production slots are indicative and subject to change.

22. Delivery. Delivery is included within a ten (10) mile radius of SN16 9PL. Additional charges shall apply beyond this area. Delivery is to ground floor locations only unless otherwise agreed in writing.

23. Client Delays. Renosity Limited reserves the right to charge for missed appointments or delays caused by the Client.

24. Complaints and Alternative Dispute Resolution. The Client should raise any complaints promptly. Where disputes cannot be resolved, they may be referred to the Association of Master Upholsterers and Soft Furnishers or the Furniture & Home Improvement Ombudsman for alternative dispute resolution.

25. Photography. Renosity Limited reserves the right to photograph completed work for portfolio and marketing purposes. The Client may opt out by providing written notice prior to commencement.

26. Limitation of Liability. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any matter which cannot lawfully be excluded.

Subject to the foregoing, Renosity Limited shall not be liable for any indirect or consequential losses, loss of profit, loss of opportunity, failure of ageing structures, defects in Client-supplied materials, fabric wear or fading, supplier delays, or circumstances beyond its reasonable control. Renosity Limited’s total liability shall not exceed the amount paid by the Client for the services.

27. Force Majeure. Renosity Limited shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to supplier failure, transport disruption, fire, flood, illness, industrial action, or material shortages.

28. Entire Agreement. These Terms and Conditions constitute the entire agreement between Renosity Limited and the Client and supersede all prior agreements, understandings, or representations.

29. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

30. Governing Law. This agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.