Terms & Conditions

1. Introduction

• 1.1These Terms and Conditions ("Terms") govern access to and use of the MAX platform, including the web application, the Individual/Client Portal, WhatsApp-based communication services, the Max AI assistant, and any associated software, features, or services (together, the "Services"), provided by Maxware Ltd, a company registered in England and Wales ("Maxware", "Company", "we", "us", "our").
• 1.2By accessing, registering for, or using the Services, you ("Client", "User", "you") agree to be bound by these Terms, together with our Privacy Policy and Data Processing Agreement (where applicable), which are incorporated by reference. If you are entering into these Terms on behalf of an organisation, you confirm you have the authority to bind that organisation.
• 1.3If you do not agree to these Terms, you must not access or use the Services.
• 1.4The content of the Services is provided for the purposes of practice management and accounting operations. It is subject to change without notice as the platform evolves.

2. Definitions

3. The Services

• 3.1MAX is an AI-native practice management platform providing task and workflow management, digital bookkeeping, document handling, billing automation, client and individual communication, and related functionality for accounting practices operating in the UK.
• 3.2We may update, modify, add to, or remove features of the Services from time to time in order to improve functionality, security, or compliance. We will use reasonable efforts to notify Clients in advance of material changes that affect core functionality or data handling.
• 3.3The Services rely in part on artificial intelligence, including for transaction coding, and document data extraction. AI-generated outputs are intended to support, not replace, professional judgement. Maxware does not warrant that AI-generated outputs are complete, accurate, or free from error, and the Client remains responsible for reviewing outputs used for statutory, tax, regulatory, or client-facing purposes.
• 3.4Availability. We use reasonable efforts to keep the Services available and operating smoothly, including scheduled maintenance windows communicated in advance where practicable. We do not guarantee uninterrupted availability and are not liable for temporary unavailability arising from causes beyond our reasonable control, including outages of Third-Party Services.
• 3.5No professional advice and review of outputs. The Services, including Max and any AI-generated output, are tools designed to support the Client and its professionals. They do not constitute, and must not be relied upon as, professional accounting, tax, audit, legal, or other regulated advice. Maxware does not warrant that any AI-generated outputs are complete, accurate, or free from error. The Client remains responsible for reviewing all outputs, exercising professional judgement, and ensuring the accuracy and suitability of any statutory, tax, regulatory, or client-facing filings, submissions, communications, or materials.

4. Registration, Accounts and Access

• 4.1Access to the Services is role-based. Internal users, Client Managers, Processing Team members, and Individuals are granted access according to permissions configured by the Client's administrators, in line with the platform's Role-Based Access Control (RBAC) framework.
• 4.2When registering, you will provide a user identifier (which may be your email address) and a password, and may provide further personal information. You are responsible for ensuring the accuracy of the information you provide.
• 4.3You must keep your login credentials confidential and must not share them with any third party. You must notify us promptly in writing if you become aware of any unauthorised use of your Account or any other security breach.
• 4.4We reserve the right to suspend or restrict access to any Account where we reasonably believe there has been unauthorised use, a breach of these Terms, or a security risk to the Services or other users.

5. Individual portal and WhatsApp Communications

• 5.1Individuals linked to an active Client or an active lead may be granted access to the Portal, through which they can view company information, respond to information requests, upload invoices and documents, and receive documents for e-signature via internal electronic signing.
• 5.2WhatsApp is used as the primary communication channel between Individuals and Max. By providing a mobile number and engaging with Max via WhatsApp, the Individual consents to receiving automated and, where escalated, human-reviewed communications through that channel, subject to WhatsApp's own terms of service.
• 5.3Where a lead does not convert to an active client, Portal access will be removed. Personal data collected during the lead process will be retained or deleted in accordance with Privacy Policy and UK General Data Protection Regulation (UK GDPR).
• 5.4Documents and information submitted via the Portal or WhatsApp are processed, in part, using automated extraction and categorisation tools. The Client remains responsible for reviewing outputs used for statutory or regulatory purposes before relying on them.

6. Fees and Billing

• 6.1Fees for the Services are as set out in the applicable order form, subscription plan, or separate agreement between Maxware and the Client.
• 6.2Billing for the Client's own customers (end-client invoicing) may be automated via integrated third-party billing and payment services, including AdFin and GoCardless. Maxware is not a party to the payment relationship between the Client and its own customers and accepts no liability for the acts, omissions, fees, or service failures of such third-party payment providers.
• 6.3Where a Client's customer account (Individual or Client-level) falls into arrears beyond an agreed threshold, associated Portal access may be automatically suspended and related tasks paused, in accordance with the workflow rules configured within the platform. The Client is responsible for configuring these thresholds appropriately. Reasonable prior notice of any such automatic suspension will be given to the affected account where practicable, and the affected Individual or Client may request human review of the suspension in accordance with clause 9.9; access will be restored promptly where the arrears are resolved or the suspension is found to have been made in error.
• 6.4Unless otherwise agreed, fees are exclusive of VAT, which will be added at the applicable rate.
• 6.5We reserve the right to change our fees on renewal, subject to no less than 30 days' prior written notice.

7. Third-party Integrations and Links

• 7.1The Services integrate with various third-party platforms, including Xero, AdFin, GoCardless, Companies House, Didit, WhatsApp, Yapily, HMRC, and Microsoft. The Services may also contain links to third-party websites for your convenience.
• 7.2We have no control over, and accept no responsibility for, the content, accuracy, availability, or practices of any Third-Party Service or linked website. Use of these integrations is subject to the relevant third party's own terms of service and privacy policy. Inclusion of a link or integration does not imply endorsement.
• 7.3We do not guarantee continuous availability of any Third-Party Service and are not liable for any loss arising from changes to, suspension of, or discontinuation of any Third-Party Service or its API, including where this affects ledger posting, bank feeds, payment collection, or identity verification.

8. Due Diligence, KYC And AML Checks

• 8.1We have the right, and in certain cases the regulatory duty, to perform due diligence checks on Clients and Individuals prior to and during the course of providing the Services. These checks are conducted through Max via WhatsApp and the Portal, using the Didit identity verification integration.
• 8.2By submitting identity documents or personal information for KYC/AML purposes, the Individual consents to that information being processed by Maxware and its identity verification provider strictly for compliance purposes.
• 8.3If, during due diligence or at any other time, we identify matters of concern - including suspicion of money laundering, undisclosed HMRC enforcement action, or current or prior insolvency proceedings - we reserve the right to suspend or terminate the affected Account, Client relationship, or specific Service without liability. Any refund of fees already paid will be assessed on the facts of the case, having regard to work already performed.
  Where legally permitted, we will notify the affected party of the suspension or termination and, where appropriate, provide a general reason for our decision. However, we will not provide any notification, explanation, or information where doing so would be unlawful, including where this may constitute “tipping off” under the Proceeds of Crime Act 2002 or otherwise prejudice any investigation.
  Where a decision under this clause is based solely on automated processing and produces legal effects for, or similarly significantly affects, an Individual, that Individual may request human review of, and may contest, the decision in accordance with clause 9.9.
• 8.4Maxware facilitates these checks on behalf of the Client. The Client remains responsible for its own obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and any applicable professional body requirements (e.g. ICAEW, ACCA, AAT).
• 8.5Maxware's role. Maxware provides the MAX platform and related technology only. Except for the Due Diligence Checks it carries out under this clause 8, Maxware does not itself perform bookkeeping, transaction-coding, or other accountancy services on the Client's behalf, and does not act as an accountancy service provider for the purposes of the MLR 2017 in respect of such services. Bookkeeping and related tasks within the platform are carried out by the Client's own Processing Team. Nothing in this clause relieves the Client of its own obligations under clause 8.4.

9. Data Protection

• 9.1Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation.
• 9.2Where Maxware processes personal data on behalf of the Client in connection with the Services, the parties shall enter into a Data Processing Agreement setting out the scope, nature, and purpose of such processing, in accordance with Article 28 UK GDPR. The parties acknowledge that Maxware acts as processor only in respect of personal data it processes on the Client's documented instructions to deliver the Services; and that, in respect of personal data Maxware processes to meet its own legal and regulatory obligations (including KYC/AML due diligence under clause 8 and related record-keeping under the MLR 2017), Maxware acts as an independent controller and is responsible to the Information Commissioner's Office for that processing.
• 9.3Full details of how personal data is collected, used, and retained are set out in our separate Privacy Policy, which forms part of these Terms by reference.
• 9.4Where a lead or Individual's data is retained after portal access is removed, retention will be limited to the period necessary for legitimate business or legal purposes, in line with our data retention policy, a copy of which is available on request.
• 9.5Sub-processors. The Client authorises Maxware to engage sub-processors to process personal data as necessary to provide the Services. Maxware's current sub-processors include Xero, Didit, Yapily, WhatsApp (Meta Platforms, Inc.), AdFin, GoCardless, and Microsoft, and a current list is available to the Client on request. Maxware will give the Client at least 30 days' prior notice of any intended addition or replacement of a sub-processor, during which the Client may object on reasonable data-protection grounds; if the parties cannot resolve the objection, the Client may terminate the affected Services. Notwithstanding clause 7.2, Maxware remains responsible for the acts and omissions of its sub-processors in respect of their processing of personal data to the same extent as for its own.
• 9.6International transfers. Where providing the Services requires personal data to be transferred outside the United Kingdom (including by sub-processors such as Meta Platforms, Inc. and Microsoft), Maxware will ensure an appropriate safeguard is in place under Chapter V UK GDPR, such as UK adequacy regulations, the International Data Transfer Agreement (IDTA), or the UK Addendum to the EU Standard Contractual Clauses. Further detail is set out in the Data Processing Agreement.
• 9.7Personal data breach. Maxware will notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on the Client's behalf, and will provide the information and reasonable assistance the Client needs to comply with its own obligations under Articles 33 and 34 UK GDPR.
• 9.8Maxware will make available to the Client the information reasonably necessary to demonstrate compliance with Article 28 UK GDPR and will allow for and contribute to audits, including inspections, conducted by an auditor mandated by the Client, on reasonable prior notice, no more than once in any 12-month period (save where required by a supervisory authority), and subject to appropriate confidentiality, as further set out in the Data Processing Agreement.
• 9.9Automated decision-making. Certain Services involve automated processing, including transaction coding, AML/KYC risk flagging, and the automatic suspension of accounts described in clauses 6.3 and 8.3. Where a decision that produces legal effects concerning an Individual, or similarly significantly affects them, is based solely on automated processing, that Individual has the right to request human review, and to receive an explanation of it. Such requests may be made using the contact details in clause 21 and will be reviewed by a suitably authorised member of staff.
  This clause does not prevent Maxware from taking steps that are required or authorised by law, including steps required to comply with anti-money laundering obligations, or from using automated processing where necessary for entering into or performing a contract, provided that any applicable safeguards required by data protection law are observed.

10. Content And Intellectual Property

• 10.1The Client retains ownership of all Content it or its Individuals submit to the Services.
• 10.2The Client grants Maxware a licence to host, process, and use Content solely as necessary to provide, maintain, secure, and support the Services for the Client, including AI-based processing and metadata generation for that purpose, and to produce aggregated and de-identified analytics that do not identify the Client, any Individual, or any Business.
• 10.3All intellectual property rights in the Services, including the MAX platform, software, design, branding, user interface, documentation, workflows, system architecture, and underlying AI models, are owned by Maxware or its licensors. The Client is granted only a limited right to access and use the Services in accordance with these Terms. The Client must not copy, reproduce, modify, distribute, reverse engineer, decompile, attempt to extract the source code or otherwise use any part of the Services except as expressly permitted under these Terms or with Maxware’s prior written consent. Nothing in these Terms transfers ownership of any intellectual property rights in the Services to the Client.
• 10.4Any third-party trademarks referenced within the Services, which are not the property of or licensed to Maxware, are acknowledged as belonging to their respective owners.
• 10.5AI model training. Maxware may use Client Content to train, fine-tune, and improve the AI models underlying the Services. The Client may opt out of such use at any time, by written notice to the contact in clause 21 or using any opt-out control provided within the platform, after which Maxware will not use that Client's Content to train or fine-tune its models, save for aggregated and de-identified data that does not identify the Client, any Individual, or any Business. Opting out will not affect the Client's access to or use of the Services.

11. Acceptable Use And Security

• 11.1The Services may only be used for lawful purposes connected with the operation of an accounting practice. You must not use the Services to:
  • •a) upload or transmit unlawful, fraudulent, or infringing content;
  • •b) attempt to gain unauthorised access to any part of the Services, or to another user's data or Account;
  • •c) circumvent encryption, conduct unauthorised data mining, or otherwise interfere with the operation, security, or integrity of the Services;
  • •d) send unsolicited bulk communications, harvest email addresses or personal data from the Services, or otherwise engage in spam activity;
  • •e) use the Services in a manner that breaches applicable data protection, financial services, or anti-money laundering laws.
• 11.2We reserve the right to suspend or terminate access immediately where we reasonably believe these obligations have been breached.

12. Warranties And Disclaimers

• 12.1We will provide the Services with reasonable skill and care, consistent with good industry practice.
• 12.2To the fullest extent permitted by law, and except as expressly stated in these Terms, the Services are provided "as is" and "as available", without warranties of any kind, whether express or implied, including as to accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement.
• 12.3You acknowledge that the Services may, on occasion, contain errors or omissions, including in AI-generated outputs, and that any reliance placed on such content is at your own risk. It remains your responsibility to ensure the Services meet your specific regulatory and professional obligations, and to apply appropriate professional review before relying on automated outputs for statutory or client-facing purposes.

13. Indemnification

• 13.1You agree to defend and indemnify Maxware and its affiliates, and hold us harmless against any and all claims, damages, liabilities, and reasonable costs (including legal fees) arising from or relating to: (a) your use or misuse of the Services; (b) your breach of these Terms; or (c) your conduct or that of your Individuals in connection with the Services. Maxware may select its own legal counsel and participate in its own defence.
• 13.2Maxware shall defend the Client against any third-party claim that the Services, as provided by Maxware and used in accordance with these Terms, infringe that third party's intellectual property rights, and shall indemnify the Client against the damages and reasonable costs (including legal fees) finally awarded against the Client or agreed in settlement of such claim. This clause does not apply to any claim arising from: (a) Content or other materials provided by or on behalf of the Client; (b) use of the Services in breach of these Terms or applicable law; (c) modifications to the Services not made or authorised by Maxware; or (d) combination of the Services with items not supplied by Maxware, where the claim would not have arisen but for the combination. Maxware's liability under this clause is subject to the limitations in clause 14.
• 13.3The party seeking indemnity under this clause 13 shall promptly notify the other party of the relevant claim, shall not admit liability or settle the claim without that party's prior written consent (not to be unreasonably withheld or delayed), and shall provide reasonable assistance in the defence of the claim at the indemnifying party's expense.

14. Limitation Of Liability

• 14.1Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.
• 14.2Subject to clause 14.1, Maxware's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client in the twelve (12) months immediately preceding the first event giving rise to a claim. This is a single aggregate cap on all claims taken together and does not reset or renew on a per-claim or rolling basis.
• 14.3Subject to clause 14.1, Maxware shall not be liable for any indirect, incidental, special, punitive, or consequential loss, including loss of profits, loss of data, or loss of business, arising out of or in connection with the Services or your inability to use them.
• 14.4Where an Individual accesses or uses the Services otherwise than for business purposes and so deals as a Consumer, nothing in these Terms excludes or restricts any right, protection, or remedy that cannot lawfully be excluded or restricted under the Consumer Rights Act 2015, the Unfair Contract Terms Act 1977, or other applicable consumer protection law. The disclaimers, exclusions, and limitations in these Terms (including clauses 12.2, 13, 14.2, and 14.3) apply to a Consumer only to the extent permitted by such law, and the remainder of these Terms continues to apply.

Term And Termination

• 15.1These Terms take effect on the date the Client first accesses the Services and continue until terminated in accordance with this clause or the applicable subscription agreement.
• 15.2Either party may terminate for material breach not remedied within 30 days of written notice.
• 15.3Maxware may suspend or terminate access immediately in cases of non-payment, security risk, breach of the Acceptable Use provisions in clause 11, or matters arising under clause 8 (Due Diligence, KYC and AML Checks).
• 15.4On termination, Maxware will make reasonable efforts to provide the Client with an export of its Content within a reasonable period, after which data may be deleted in accordance with our data retention policy, a copy of which is available on request.

16. Confidentiality

• 16.1Each party shall keep confidential all non-public information disclosed by the other party in connection with the Services and shall not disclose it except as required to perform its obligations, comply with law, or with the other party's prior written consent.

17. Force Majeure

• 17.1Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including outages of Third-Party Services, internet or telecommunications failures, or acts of government.
• 17.2If a force majeure event under clause 17.1 continues for more than 60 consecutive days, either party may terminate the affected Services on written notice to the other, without liability arising solely from the event or such termination. Accrued rights and obligations as at the date of termination are unaffected.

18. Modification And Variation

• 18.1We may update these Terms from time to time to reflect changes to the Services, legal or regulatory requirements, or our business practices. The "Last updated" date at the top of this document will be revised accordingly.
• 18.2We will provide reasonable advance notice of any material change - including any change affecting fees, liability, or data handling, by email or in-platform notification. Continued use of the Services after such changes take effect constitutes acceptance of the updated Terms. Where you do not agree to a material change, you may terminate in accordance with clause 15.

19. General Provisions

• 19.1Entire agreement. These Terms, together with the documents incorporated by reference (including the Privacy Policy, Data Retention Policy and any applicable Data Processing Agreement), constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to their subject matter. Each party confirms it has not relied on any statement not set out in these Terms, but nothing in this clause limits liability for fraud or fraudulent misrepresentation.
• 19.2Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deemed deleted; the remaining provisions shall continue in full force and effect.
• 19.3No waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall preclude any further exercise of that or any other right or remedy.
• 19.4Assignment and subcontracting. The Client may not assign, transfer, or subcontract any of its rights or obligations under these Terms without Maxware's prior written consent. Maxware may assign or transfer its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, and may engage subcontractors and sub-processors (subject to clause 9.5) to perform the Services, remaining responsible for their performance.
• 19.5Third party rights. Except as expressly stated in these Terms, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms. For the avoidance of doubt, the third parties named in these Terms (including the providers of Third-Party Services) acquire no rights under them.
• 19.6Notices. Notices under these Terms must be in writing. Notices to Maxware may be sent by email to nyal@usemax.ai or by post to Maxware Ltd, 10 Harmer Street, Gravesend, DA12 2AX. Notices to the Client may be sent to the email or postal address associated with its Account or as otherwise notified in writing. A notice is deemed received: if sent by email, on the next business day after sending (provided no delivery-failure message is received); and if sent by post, two business days after posting. This clause does not apply to the service of documents in legal proceedings.

20. Governing Law And Jurisdiction

• 20.1These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the laws of England and Wales.
• 20.2The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute, save that this shall not prevent either party seeking urgent injunctive relief in any competent jurisdiction.

21. Contact