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  1. Interpretation

1.1             Definitions:

Conditions: these terms and conditions as amended from time to time in accordance with clause 7.3.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person or firm who purchases Services from the Supplier.

Fee: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Order: the Customer's acceptance of the Quotation.

Quotation: the document headed “quotation” which has been provided to the Customer by the Supplier which includes details relating to the description of the Services.  

Services: the services supplied by the Supplier to the Customer as set out in the Quotation as may be varied in accordance with this Contract.

Supplier: HOMEFX LIMITED registered in England and Wales with company number 10847551.

Supplier Materials: all materials, equipment, documents and other property of the Supplier.

1.2             Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3             A reference to writing or written includes email.

  1. Basis of contract

2.1             The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2             The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.3             Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force save where agreed in writing between the parties.

2.4             These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

  1. Supply of Services

3.1             The Supplier shall supply the Services to the Customer in accordance with the Quotation.

3.2             The Supplier shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3             The Supplier reserves the right to amend the Quotation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4             The Supplier shall provide the Services exercising reasonable skill and care.

  1. Customer's obligations

4.1             The Customer shall:

(a)             ensure that the terms of the Order (and Quotation) are complete and accurate;

(b)             co-operate with the Supplier in all matters relating to the Services;

(c)             provide the Supplier, with access to the Customer's premises as reasonably required by the Supplier;

(d)             provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e)             prepare the Customer's premises for the supply of the Services;

(f)              obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g)             keep all Supplier Materials which are at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and

(h)             comply with any additional obligations as set out in the Quotation.

  1. Payment

5.1             The Fee shall be as set out in the Quotation which may be adjusted from time to time in the event of a variation to the Services.    

5.2             The Supplier shall invoice the Customer on completion of the Services or at such other time(s) as detailed in the Quotation.

5.3             The Customer shall pay each invoice submitted by the Supplier:

(a)             upon receipt of the invoice; and

(b)             in full and in cleared funds to a bank account nominated in writing by the Supplier (or such other payment method as may be agreed by the Supplier); and

time for payment shall be of the essence of the Contract.

5.4             If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.4 will accrue each day at 4% above the Bank of England's base rate from time to time.

5.5             All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  1. Limitation of liability

6.1             Nothing in the Contract shall limit or exclude the Supplier's liability for:

(a)             death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b)             fraud or fraudulent misrepresentation; or

(c)             breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

6.2             Subject to clause 6.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)             loss of profits;

(b)             loss of sales or business;

(c)             loss of agreements or contracts;

(d)             loss of anticipated savings;

(e)             loss of use or corruption of software, data or information;

(f)              loss of or damage to goodwill; and

(g)             any indirect or consequential loss.

6.3             Subject to clause 6.1, the Supplier's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the Fee paid under the Contract.

6.4             The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.5             This clause 6 shall survive termination of the Contract.

  1. General

7.1             Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

7.2             Entire agreement

(a)             The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)             Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

7.3             Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties.

7.4             Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

7.5             Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

7.6             Third party rights.

(a)             Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b)             The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

7.7             Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

7.8             Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.