Customer terms of service

These terms form the agreement between MAXINVENT LTD, a company registered in England and Wales with company number 17323733, whose registered office is at Unit 6 Mayfields Farm, Sheering Road, Harlow, Essex, CM17 0JP, United Kingdom ("MaxInvent", "we", "us"), and the business that subscribes to the MaxInvent platform ("you", "the Customer").

Version 1.0, in force from 25 August 2026. These terms replace any earlier version from the date you accept them, and do not apply retrospectively to anything that happened before that date.

1. What these terms cover

These terms govern your use of the MaxInvent platform, including the web application, the warehouse and driver applications, the customer portal and any API we make available (together, the "Service"). They replace the website terms for everything except your use of maxinvent.uk itself.

The agreement between us consists of, in descending order of priority:

• any order form or written quotation signed by both of us;
• the data processing agreement;
• these terms;
• the acceptable use policy.

Where they conflict, the higher item prevails, except that nothing in an order form overrides the data processing agreement on a matter UK data protection law requires it to address.

2. Business use only

The Service is supplied for use in the course of a business. By accepting these terms you confirm that you are acting wholly or mainly for purposes related to your trade, business, craft or profession, and not as a consumer.

We say this plainly because it matters to both of us: consumer legislation gives rights that cannot be contracted out of, and a sole trader can be a consumer in some circumstances. If you are not acting in the course of a business, do not accept these terms — contact us instead.

3. Your account and authority to bind

The person who accepts these terms confirms that they are authorised to bind the Customer. We record who accepted, which version, and when.

You are responsible for:

• the accounts you create, the roles you give them, and everything done under them;
• keeping credentials confidential, and telling us promptly if they are compromised;
• the accuracy of the data you put into the Service, including the stock, pricing and address data the Service acts on.

Two-factor authentication is available to every user and we recommend enabling it for every account with administrative access.

4. What we provide, and what we do not promise

We will provide the Service with reasonable care and skill, and in accordance with the description on our website at the time you subscribe.

We aim to keep the Service available and to respond to support requests by the end of the next business day. Those are targets that reflect how we actually operate. They are not warranties, no service credit attaches to them, and we do not commit to a specific uptime percentage unless a written service level agreement says otherwise and is signed by both of us.

We do not warrant that:

• the Service will be uninterrupted or free from defects;
• it will be fit for a purpose you have not told us about in writing; or
• it will meet an obligation you owe someone else, including a marketplace performance metric.

We may change the Service. Where a change removes a material feature you use, we will give you at least 30 days' notice, and if the change is materially detrimental to you, you may terminate under clause 13.2 without further charge.

5. Connections to marketplaces, couriers and other services

The Service connects to third parties you choose: marketplaces, couriers, payment providers and accounting systems. This clause matters more than its length suggests, because most things that go wrong in a multi-channel operation start outside our platform.

Those third parties are independent of us. We do not control their systems, their rules, their fees or their decisions. In particular:

• each marketplace decides its own terms, and you are responsible for complying with them;
• a marketplace or courier may change or withdraw its API, restrict access, or suspend your account, and we cannot prevent that;
• where a third party is unavailable, changes its interface without notice, or returns incorrect data, the resulting failure to sync or dispatch is not a breach of these terms by us, though we will make reasonable efforts to restore the connection;
• your relationship with a marketplace or courier is yours, and we are not a party to it.

Where our published material describes eligibility for a marketplace feature, that description reflects the position when written. Marketplace rules change, so you must verify current eligibility with the marketplace itself.

6. Fees, billing and allowances

Fees are those published on our pricing page or set out in your order form. The subscription is monthly rolling and billed monthly in advance. All prices are in pounds sterling. We are not currently VAT registered, so no VAT is added and the price shown is the price you pay. If we become required to register, VAT will be charged at the prevailing rate from that point, and we will tell you before it applies.

Each plan includes a monthly order allowance. If you exceed it, the published overage rate applies. We will not force you onto a higher plan, and we will not suspend the Service for exceeding your allowance — that is what the overage rate is for.

We may change fees on 30 days' notice, effective from your next renewal. If you do not accept a fee increase you may terminate under clause 13.2 before it takes effect. Where we have agreed launch pricing with you, we will honour it for as long as your account remains active and continuously subscribed.

Invoices are payable within 14 days. If an undisputed invoice is more than 14 days overdue we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Service under clause 13.4 after giving you at least 7 days' written notice and an opportunity to pay.

7. Your data

You own the data you put into the Service, and the data generated by your operations within it. We claim no ownership of it.

We use it only to provide the Service to you, to comply with the law, and to investigate a security or abuse concern. We do not sell it. We do not use it to train machine learning models. We do not use it to build benchmarks or market analysis, whether identifiable or aggregated, unless you ask us to in writing.

The Service provides export tools that let you extract your data in a structured form at any time during the subscription. Because your operational records are your business records, we recommend you export regularly and keep your own copies. Clause 15.6 explains how that interacts with liability.

8. Data protection

Where we process personal data on your behalf, you are the controller and we are the processor, and the data processing agreement applies. It forms part of this agreement and satisfies Article 28 of the UK GDPR.

We are the controller for the accounts of people who administer the Service, for our billing records, for support correspondence and for our security logs. Our privacy policy explains that processing.

You are responsible for having a lawful basis for the personal data you put into the Service, and for giving the notices your own data subjects are entitled to — including, if you use the driver location or delivery photograph features, notice to the workers affected.

9. Acceptable use

You must comply with the acceptable use policy. In summary, you must not use the Service unlawfully, must not attempt to breach its security or reach another customer's data, must not use it to send unlawful marketing, and must not abuse our staff.

10. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of this agreement, and protect it with at least the care we apply to our own. This does not apply to information that is public through no breach of this clause, was already known, is independently developed, or must be disclosed by law or a regulator — and if disclosure is compelled, we will tell you first unless we are prohibited from doing so.

This obligation continues for three years after the agreement ends.

11. Intellectual property

We own the Service and everything in it apart from your data. We grant you a non-exclusive, non-transferable right to use it during the subscription for your own business purposes.

You must not copy, decompile or reverse engineer the Service except to the extent the law permits, must not resell or make it available to anyone outside your business without our written agreement, and must not use it to build a competing product.

If you give us feedback we may use it without obligation to you. That does not give us any right to your data.

12. Indemnity

You will indemnify us against losses, liabilities and reasonable costs we incur from a third-party claim arising out of:

• your data infringing a third party's rights;
• your use of the Service in breach of the acceptable use policy or in breach of the law; or
• your breach of a marketplace's or courier's terms, or your instructions to us that breach data protection law.

We will notify you of any such claim promptly, let you control the defence of it if you confirm the indemnity applies, and give you reasonable assistance at your cost. You may not settle a claim in a way that imposes an obligation on us, or admits our fault, without our written agreement.

13. Term, suspension and termination

13.1 Term

The agreement starts when you first accept these terms or first use the Service, whichever is earlier, and continues monthly until terminated.

13.2 Termination by you

You may terminate at any time by giving notice before your next renewal date. The subscription then ends at the end of the current billing period. Because we bill in advance, fees for a period already started are not refunded.

13.3 Termination by us for convenience

We may terminate for convenience, without giving a reason, by giving you not less than 30 days' written notice, expiring no earlier than the end of your current billing period. You will not be charged for any period after termination takes effect, and we will refund any fees you have paid for a period after that date.

13.4 Suspension

We may suspend your access, or the access of a particular user, immediately and without prior notice where we reasonably suspect any of the following:

• a threat to the security or integrity of the Service, of your data, or of another customer's data;
• unauthorised access to an account, or use of a compromised credential;
• unlawful, fraudulent or deceptive use of the Service;
• use that materially degrades the Service for other customers, or that circumvents a technical limit;
• abuse of, or threats towards, our staff or another customer;
• a payment default that remains unpaid after notice under clause 6; or
• a legal, regulatory or court requirement, or a requirement imposed on us by a marketplace or payment provider.

Suspension is not termination. We will tell you that we have suspended access as soon as we reasonably can, will limit the suspension to what the concern requires, and will lift it once the concern is resolved. If the suspension turns out to have been our error, we will credit you for the period affected.

Exceeding your order allowance is not a ground for suspension. See clause 6.

13.5 Termination by us for cause

We may terminate immediately on written notice if you materially breach this agreement and, where the breach can be remedied, fail to remedy it within 14 days of being asked; if a ground in clause 13.4 is established rather than suspected; or if you become insolvent, enter administration, have a receiver appointed or cease to trade.

13.6 Termination by you for cause

You may terminate immediately if we materially breach this agreement and fail to remedy it within 30 days of written notice, or if we become insolvent.

14. What happens when the agreement ends

Your right to use the Service ends. We will then, for a period of 30 days, keep your data available so that you can export it, and give you reasonable assistance to do so at our then-current rates.

We will not withhold your data because of a dispute about fees. We think that matters: your operational records are how you run your business, and we are not prepared to hold them hostage. We have other ways to recover a debt.

After the 30 days, we will delete your data from the live Service. Backups expire on a rolling schedule of up to 35 days after that, during which they are retained only for disaster recovery and are not otherwise accessed. Where a longer export or retention window is agreed in writing, that applies instead.

Where we are required by law, or by a marketplace, to retain or to delete something on a different timetable, that requirement prevails and we will tell you.

Clauses 7, 10, 11, 12, 14, 15 and 18 survive termination, along with any accrued right or liability.

15. Liability

This clause allocates risk between two businesses. Each of the sub-clauses below is a separate and independent provision. If any of them is held to be unenforceable, the others continue to apply.

15.1 Liability we do not exclude

Nothing in this agreement excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any matter for which it would be unlawful to exclude or limit liability.

15.2 Heads of loss neither of us is liable for

Subject to clause 15.1, neither party is liable to the other, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any of the following, whether arising directly or indirectly:

• loss of profit;
• loss of revenue or of anticipated revenue;
• loss of anticipated savings;
• loss of business, or of a business opportunity;
• loss of goodwill or of reputation;
• loss of, or damage to, a marketplace account, ranking or seller metric;
• wasted management or staff time.

These are named individually and expressly, rather than being left to the phrase "consequential loss", because that phrase has been read narrowly by the courts and would not reliably cover them.

15.3 Indirect loss

Subject to clause 15.1, neither party is liable for indirect or consequential loss.

15.4 Cap on liability

Subject to clause 15.1, each party's total liability arising in any 12-month period is limited in aggregate to the greater of:

• £25,000; and
• the total fees paid or payable by you for the Service in the 12 months before the event giving rise to the claim.

If you would like a higher cap, tell us. We will quote for it. That is a genuine option rather than a formality, and it is one of the things a court looks at when deciding whether a cap was reasonable.

15.5 Loss of data

If your data is lost or corrupted through our breach of this agreement, our obligation is to use reasonable efforts to restore it from the most recent backup available to us, and the cost of that restoration work is our responsibility.

We do not exclude liability for the cost of restoring or reconstituting lost data. That cost, and any other liability under this clause, counts towards the cap in clause 15.4. Losses of the kinds listed in clause 15.2 remain excluded, including where they flow from the loss of data.

15.6 Your own copies

Because we provide export tools that let you take your own copies at any time, you are responsible for deciding how often to do so and for maintaining the copies you take. We do not make you responsible for backups you have no means of taking: nothing in this clause requires you to hold a copy of anything the Service does not let you export.

15.7 Claims for third-party charges

Subject to clause 15.1 and to the cap in clause 15.4, we accept responsibility for a courier charge, marketplace fee or overpayment you incur as a direct result of our breach, where you tell us within 60 days of the charge appearing on a statement you receive.

16. Changes to these terms

We may change these terms. We will give you at least 30 days' notice of a material change, by email to your account contact and in the Service. If a change is materially detrimental to you, you may terminate under clause 13.2 before it takes effect, and the current version continues to apply until then.

A new version applies to you from the date you accept it. It does not apply retrospectively.

17. Nothing outside this agreement

This agreement is the whole agreement between us about the Service, and replaces anything said or written beforehand. Neither of us has relied on any statement not set out in it or in an order form.

This does not limit liability for fraudulent misrepresentation, and does not affect any statement we have published about the Service that these terms expressly incorporate.

18. General

Force majeure. Neither of us is liable for a failure caused by an event outside our reasonable control, provided we tell the other and take reasonable steps to work around it. If it lasts more than 30 days, either of us may terminate.

Assignment. You may not assign this agreement without our written consent, which we will not withhold unreasonably. We may assign it to a group company or in connection with a sale of our business, and will tell you.

Subcontracting. We may use subcontractors, and remain responsible for what they do. Sub-processors of personal data are dealt with in the data processing agreement.

Notices. Notices to you may be given by email to your account contact or in the Service. Notices to us must be sent to support@maxinvent.uk, with a copy to our registered office for anything relating to termination or a dispute.

Waiver. A failure to enforce a term is not a waiver of it.

Severability. If a provision is held unenforceable, it is severed and the rest continues. Where the provision is one of the separate sub-clauses of clause 15, the remaining sub-clauses of clause 15 continue to apply.

No third-party rights. Nobody other than you and us may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

No partnership. Nothing here creates a partnership, joint venture or employment relationship.

Governing law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Contact

MAXINVENT LTD
Unit 6 Mayfields Farm, Sheering Road, Harlow, Essex, CM17 0JP, United Kingdom
Registered in England and Wales, company number 17323733
support@maxinvent.uk