B2B services terms.

Operator: Carea Trading Ltd trading as Maxwal · Company no. 16953524 · Registered in England and Wales · Registered office: 44 High Street, Horley, United Kingdom, RH6 7BB.

Version: maxwal-b2b-v1.3 · Owner approved for binding customer acceptance on 26 September 2026. Independent solicitor review is not claimed.

1. Parties and contract documents

The supplier is CAREA TRADING LTD trading as Maxwal, company number 16953524, registered office 44 High Street, Horley, United Kingdom, RH6 7BB ("Maxwal").

The customer is the business identified in the accepted scope or quotation ("Customer").

This agreement consists of these terms, the accepted scope or quotation, any written change order, and any applicable data-processing or separately authorised security-testing schedule. If documents conflict, a specifically agreed scope or schedule controls only for the subject it expressly addresses.

2. Scope, changes and customer cooperation

Maxwal will provide only the services and deliverables expressly stated in the accepted scope.

Material additions, integrations, extra revision rounds or changed requirements require written agreement and may change price and timing. Fixed-price website packages include two revision rounds unless the scope says otherwise. Corrections reasonably required to bring a deliverable into material compliance with the accepted scope are defect corrections, not revision rounds, and do not reduce the included revision allowance.

The Customer must provide timely and accurate content, approvals, access and decisions. Where Customer delay affects dependent work, Maxwal will notify the Customer in writing as soon as reasonably practicable, explain the expected impact on delivery dates and propose revised dates. Maxwal will take reasonable steps to mitigate the impact. Revised dates will be recorded in writing.

3. Fees and payment

Unless the accepted scope says otherwise, fixed-price website work is payable 50% before build authority and 50% after the Customer has approved the completed work and before production launch, transfer or handover.

Growth, Custom, cybersecurity and unusual integration work is individually quoted. Work outside the accepted scope will not begin until the additional price or charging basis is agreed in writing.

Invoices are due on the date stated on the invoice or accepted scope. Maxwal may suspend affected work where an undisputed amount remains unpaid for seven days after its due date and Maxwal has given written notice of the overdue amount.

Nothing in this agreement removes any statutory right concerning late commercial payments.

4. Cancellation

If the Customer cancels after work begins, the Customer must pay for work properly completed up to cancellation and any non-cancellable third-party costs properly incurred for the project.

Any prepaid amount not earned or committed will be returned. Maxwal will provide a reasonable breakdown where a cancellation charge is due.

5. Customer materials and third-party services

The Customer warrants that it has the rights and authority needed for text, images, logos, data, systems and other materials it supplies, and is responsible for their accuracy and legality.

Maxwal will not knowingly publish unsupported claims.

Hosting, domains, payment providers, advertising networks, social platforms and other third-party services remain subject to their own terms, availability and changes. Maxwal is not responsible for a third party changing or withdrawing its service where that event is outside Maxwal's reasonable control.

6. Intellectual property

Each party keeps ownership of intellectual property it owned or developed independently before the project.

Maxwal retains ownership of its reusable or pre-existing tools, libraries, templates, frameworks, methods, know-how and components ("Background IP").

Where the accepted scope provides for ownership transfer, it must identify by name or description the final deliverables whose copyright is to be assigned ("Assigned Deliverables"). Anything not identified as an Assigned Deliverable is not assigned. Background IP and third-party materials are always excluded from the assignment unless expressly agreed otherwise in writing.

Any assignment of copyright in Assigned Deliverables takes effect only when Maxwal has received in full all fees due and payable under the accepted scope. Until then, Maxwal retains ownership of those deliverables and may provide the Customer with such limited use or review access as is reasonably necessary for project review and approval.

Where Background IP is incorporated into a fully paid deliverable, Maxwal grants the Customer a perpetual, non-exclusive licence to use that Background IP only as reasonably necessary to use, maintain and operate that deliverable. This does not transfer ownership of Background IP or permit its extraction, resale or redistribution as a standalone product or service. Third-party material remains subject to its applicable licence.

7. Review, acceptance, defects and changes

When Maxwal presents a deliverable for approval, the Customer should review it promptly and either approve it or identify material departures from the accepted scope in writing.

Unless the accepted scope specifies another period, the Customer has 10 business days after presentation to provide approval or written details of material deficiencies. Non-response does not constitute acceptance. If the Customer does not respond, Maxwal may request confirmation and pause dependent work. Maxwal will not treat silence alone as authority for production launch, transfer or handover, and ownership will not transfer merely because the review period has expired.

Maxwal will correct reproducible defects reported within 14 days after launch where the deliverable materially fails the accepted scope. Corrections needed to bring the deliverable into material compliance with the accepted scope do not count against the revision allowance. New features, changed requirements, third-party changes and Customer-caused issues are not defects and may be separately quoted.

8. Service standard and performance

Maxwal will perform the agreed services with reasonable care and skill.

Unless expressly written into the accepted scope, Maxwal does not guarantee uninterrupted third-party services, search rankings, advertising results, revenue, leads, security against every threat, or availability of external platforms.

9. Security services and authority

A website, marketing, consulting or support agreement does not by itself authorise penetration testing, vulnerability exploitation or other intrusive security activity.

Active security testing requires separate explicit written authorisation identifying the authorising party, exact targets, ownership or authority, permitted techniques, exclusions, testing window, emergency contact and stop conditions.

No written authority means no active testing. Maxwal will remain within the recorded scope and stop where authority is unclear, expires or is withdrawn.

10. Confidentiality and credentials

Each party must keep confidential non-public information received from the other that is identified as confidential or that a reasonable business person would understand to be confidential, and may use it only for the agreed work.

This obligation does not apply to information that is lawfully public, was lawfully known without confidentiality obligation, is independently developed without use of the other party's confidential information, or is lawfully received from a third party without confidentiality restriction. Disclosure required by law is permitted.

The confidentiality obligations continue for five years after termination, except that trade secrets, credentials and personal data must remain protected for so long as their confidential nature or applicable law requires.

Customers must not send passwords, private keys, recovery codes or payment secrets through ordinary enquiry forms. Where provider access is required, delegated permissions, OAuth or another appropriately secured provider mechanism should be used where available.

11. Data protection

Each party remains responsible for its own obligations under applicable UK data-protection law.

Where Maxwal processes personal data on the Customer's behalf as processor, an applicable Data Processing Schedule forms part of the agreement and should define the subject matter and duration of processing, nature and purpose, categories of personal data and data subjects, documented instructions, confidentiality, security, subprocessors, assistance, return or deletion and audit/information obligations.

Where Maxwal determines its own purposes and means of processing, it acts as controller for that processing.

12. Liability and liability cap

Nothing in this agreement excludes or limits liability where exclusion or limitation is prohibited by law, including liability for fraud or fraudulent misrepresentation and death or personal injury caused by negligence.

Subject to the previous paragraph and applicable law, neither party is liable to the other for indirect or consequential loss. Maxwal is not liable for loss caused solely by a third-party service outside its reasonable control.

For claims arising from a particular accepted scope, Maxwal's aggregate liability under or in connection with that scope will not exceed the total fees paid or payable to Maxwal under that scope.

The cap does not apply where liability cannot lawfully be limited or excluded. Any different project-specific cap must be expressly stated in the accepted scope.

13. Customer-supplied materials indemnity

Subject to applicable law and clause 12, the Customer will indemnify Maxwal against third-party claims, losses and reasonable costs arising directly from Customer-supplied or expressly authorised materials, content, data, instructions or systems where the claim results from the Customer's lack of necessary rights or authority, unlawful Customer-supplied content, or an instruction the Customer was not legally entitled to give.

The indemnity does not apply to the extent a claim is caused by Maxwal's unauthorised material modification or misuse of Customer-supplied materials.

Maxwal must notify the Customer reasonably promptly of such a claim and take reasonable steps to mitigate loss. Maxwal may not settle a claim in a way that admits liability on the Customer's behalf without the Customer's consent, such consent not to be unreasonably withheld or delayed.

14. Force majeure

Neither party is responsible for delay caused by an event genuinely outside its reasonable control where it takes reasonable steps to mitigate the effect and informs the other party as soon as reasonably practicable. Payment obligations already due are not excused by this clause.

15. Termination and handover

Either party may terminate this agreement for a material breach that is capable of remedy if the breach is not remedied within 14 days after written notice describing the breach and requiring it to be remedied.

A material breach means a breach that substantially deprives the other party of a material benefit it was entitled to expect under the accepted scope or this agreement. Repeated breaches may together amount to a material breach where their cumulative effect is substantial.

If a material breach cannot reasonably be remedied, the innocent party may terminate by written notice.

On termination, accrued payment rights remain. Following payment of sums properly due, Maxwal will provide agreed completed handover items and handle Customer data in accordance with the applicable Data Processing Schedule and retention obligations.

Clauses concerning accrued payment rights, intellectual property, confidentiality, data protection, liability, indemnity, governing law and any provision intended by its nature to continue will survive termination.

16. Non-exclusivity, general and assignment

The relationship is non-exclusive. Subject to confidentiality and conflict obligations, either party may provide or obtain services from other parties, including services similar to those covered by this agreement.

A change to this agreement must be recorded in writing and approved by authorised representatives of both parties. Failure to enforce a right immediately is not a waiver. If a provision is unenforceable, the remaining provisions continue so far as legally possible.

Neither party may represent that it has authority to bind the other unless expressly authorised.

Neither party may assign or transfer this agreement without the other party's prior written consent, such consent not to be unreasonably withheld or delayed, except as part of a bona fide sale, merger or transfer of substantially all of the relevant business where the successor assumes the assigning party's obligations.

17. Governing law and disputes

If a dispute arises, an authorised representative of each party will first attempt in good faith to resolve it by negotiation.

Unless urgent relief is reasonably required, either party should allow 14 days from written notice of the dispute for that discussion before starting court proceedings.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief where appropriate.

This agreement is governed by the law of England and Wales and, subject to any mandatory rule that applies, the courts of England and Wales have jurisdiction.

18. Acceptance and contract evidence

The accepted scope or quotation should identify the Customer, services, deliverables, price, payment milestones, assumptions, timing, revision allowance, any Assigned Deliverables or other project-specific intellectual-property position, and any special terms.

Acceptance must be recorded in a durable written form. Electronic acceptance may be used where the system records the Customer or authorised accepting party, project reference, scope version, terms version, price and payment schedule, acceptance timestamp and evidence linking the acceptance to that party.