Terms & Conditions

Who we are

Carraway & Willow Editorials is operated by FunnelVoyage Sdn. Bhd. (Company No. 202301032343). Registered office: B-5-8, Plaza Mont Kiara, Kuala Lumpur, 50480, Malaysia.

These Terms & Conditions (“Terms”) govern access to, interaction with, purchase from, use of, receipt of, or other dealings with the operator named above, a company incorporated in Malaysia as a private limited company (Sendirian Berhad), including in its trade as Carraway & Willow Editorials (“Company”, “Carraway & Willow”, “we”, “us” or “our”), including through our websites, applications, platforms, software, digital properties, physical locations, products, services, communications, content, materials and other offerings.

By accessing, using, purchasing, receiving, downloading, subscribing to, licensing, interacting with or otherwise dealing with any Company offering, you (“you”, “your”, “User” or “Customer”) acknowledge that these Terms may apply to that dealing, subject to any applicable transaction-specific, product-specific, service-specific or other terms expressly applicable to it.

Nothing in these Terms is intended to exclude, restrict, modify or replace any right, remedy, obligation, protection, guarantee, warranty, condition, disclosure, procedure or liability that cannot lawfully be excluded, restricted, modified or replaced.

Scope and application

General scope

These Terms are intended to establish the Company’s general contractual and external-relationship framework across its activities, regardless of whether a particular activity involves:

• physical products;
• digital products;
• software;
• applications;
• websites;
• platforms;
• digital content;
• downloadable materials;
• subscriptions;
• memberships;
• licences;
• services;
• professional or advisory services;
• consulting;
• training;
• implementation;
• support;
• maintenance;
• hosting;
• research or development;
• media or publications;
• events;
• courses;
• APIs or integrations;
• artificial intelligence (“AI”) systems or functionality;
• marketplaces;
• promotional materials;
• advertising;
• communications;
• intellectual property;
• physical or digital assets; or
• any other present or future Company offering.

Relationship scope

These Terms may apply to dealings involving visitors, users, account holders, subscribers, buyers, purchasers, customers, clients, licensees, recipients, reviewers, contributors, business partners, counterparties and other external parties, as applicable.

Specific terms and order of precedence

A particular product, service, transaction, promotion, licence, subscription, order, quotation, statement of work, invoice, agreement, policy, rule, specification or other instrument may contain additional or different terms.

Where such terms expressly apply, they shall govern the relevant subject matter to the extent of any inconsistency.

Unless otherwise stated, the following order of precedence applies:

1. mandatory applicable law;
2. a separately executed written agreement expressly governing the relevant transaction;
3. an applicable order, statement of work, quotation or other transaction-specific document;
4. applicable product-, service-, subscription-, promotion- or licence-specific terms;
5. these Terms; and
6. other general Company content or materials.

Definitions

For purposes of these Terms:

“Company Materials” means any content, text, photographs, images, graphics, designs, audio, video, software, code, databases, documentation, specifications, data, trademarks, logos, communications, publications, digital assets, product information, service information and other materials made available by or on behalf of the Company.

“Content” means Company Materials and any content submitted, transmitted, uploaded, posted or otherwise made available by users or third parties.

“Products” means physical and digital goods, software, hardware, downloadable materials, digital content and other products made available by the Company.

“Services” means services, subscriptions, memberships, support, consulting, advisory, professional, technical, creative, educational, hosting, implementation, maintenance and other services made available by the Company.

“Third-Party Services” means products, services, platforms, software, content, integrations, payment services, logistics services, hosting services, advertising services or other offerings provided by third parties.

“Applicable Law” means any law, regulation, rule, order, directive, mandatory requirement, regulatory requirement, court decision or other legally enforceable requirement applicable to the relevant person, activity, transaction, Product, Service or jurisdiction.

“Mandatory Rights” means rights, protections, guarantees, remedies or obligations that cannot lawfully be excluded, waived or restricted.

Acceptance and formation of agreements

Acceptance

To the extent permitted by Applicable Law, these Terms may become applicable through any legally effective means of acceptance, including:

• express acceptance;
• electronic acceptance;
• clicking or selecting an acceptance mechanism;
• creating or using an account;
• placing an order;
• purchasing a Product or Service;
• subscribing;
• downloading or installing software;
• accessing a restricted feature;
• signing an agreement;
• continuing to use an offering following reasonable notice of updated Terms; or
• another legally effective act demonstrating acceptance.

No implied acceptance where not legally effective

Where Applicable Law requires a particular form of acceptance, disclosure or contract formation, the relevant requirement shall apply.

Electronic dealings

You agree that, where legally permissible, electronic records, electronic communications, electronic signatures and electronic acceptance may satisfy applicable writing, signature or record requirements.

Eligibility and authority

You must have the legal capacity required by Applicable Law to enter into the relevant transaction.

If you act for a company, organisation or other legal entity, you represent that you have authority to bind that entity to the relevant obligations.

Certain Products, Services, transactions or features may be subject to additional age, geographic, regulatory, professional or eligibility requirements.

Where an offering is unavailable or restricted in a jurisdiction, the Company may decline, restrict, cancel or discontinue the relevant transaction to the extent permitted by Applicable Law.

Accounts and access

Where an account is required:

• you are responsible for information supplied through the account, subject to Applicable Law;
• you are responsible for maintaining appropriate account credentials and access controls;
• you must not knowingly permit unauthorised access;
• you must promptly notify the Company of suspected unauthorised access or compromise; and
• the Company may suspend or restrict access where reasonably necessary for security, legal, operational, payment, fraud-prevention or other legitimate purposes.

The Company does not guarantee that an account or particular feature will remain available indefinitely.

Products

Products may include physical goods, digital goods, software, hardware, downloadable content, subscriptions, consumables, bundles, customised products and made-to-order products.

Product descriptions, specifications, images, dimensions, colours, availability and other information may be provided for general informational and commercial purposes and may vary where reasonably necessary, subject always to Applicable Law and any legally enforceable description or specification governing the transaction.

The Company may correct errors, update specifications, withdraw Products, impose reasonable quantity restrictions or decline orders where permitted by Applicable Law.

Services

Services may be provided subject to:

• defined scopes;
• statements of work;
• quotations;
• specifications;
• schedules;
• service descriptions;
• dependencies;
• customer responsibilities;
• acceptance criteria;
• service levels; or
• other applicable documentation.

Unless expressly stated otherwise, estimates, timelines, forecasts, anticipated outcomes and proposed deliverables are not guarantees of a particular result.

Your failure to provide information, access, approvals, materials, personnel, decisions or other dependencies reasonably required for a Service may affect timing, scope, cost or delivery.

Digital content and software

Digital Products and software may be provided by download, streaming, account access, licence, subscription, activation or another digital mechanism.

Unless expressly stated otherwise, access to software or digital content does not transfer ownership of the underlying intellectual property.

Subject to Applicable Law and any applicable licence:

• access may be limited to the permitted number of users or devices;
• copying, redistribution, resale, sublicensing or unauthorised commercial use may be restricted;
• technical requirements may apply;
• updates, patches and modifications may be issued;
• compatibility with third-party systems is not guaranteed;
• functionality may change over time; and
• particular features may be discontinued.

Nothing in these Terms limits any statutory rights applicable to digital content, digital services or digital products.

AI and automated functionality

Products or Services may incorporate AI, machine learning, automated processing, recommendation systems, generative functionality or other automated technologies.

AI-generated or automated outputs may be:

• probabilistic;
• incomplete;
• inaccurate;
• inconsistent;
• unavailable;
• non-deterministic;
• affected by inputs, data, models or third-party systems; or
• unsuitable for a particular purpose.

Unless expressly agreed otherwise and subject to Applicable Law, AI or automated outputs are not intended to constitute professional, legal, medical, financial, investment, safety, regulatory or other specialised advice.

You remain responsible for determining whether and how an output should be used, including where human review is appropriate.

You must not rely solely on automated output for decisions where such reliance would be inappropriate, unlawful or reasonably likely to cause material harm.

Where AI functionality involves user inputs, outputs, model improvement, training, third-party models or other processing, the applicable Product-, Service- or Privacy-specific terms shall govern.

Nothing in this section limits rights or obligations imposed by Applicable Law concerning AI systems or automated decision-making.

Orders and transactions

An order, request or submission by you constitutes an offer to transact unless Applicable Law or the relevant transaction expressly provides otherwise.

The Company may accept, reject or limit an order, including where:

• a Product or Service is unavailable;
• an error has occurred;
• payment cannot be authorised;
• fraud or abuse is reasonably suspected;
• the transaction cannot lawfully be completed;
• sanctions or export controls apply;
• geographic restrictions apply;
• a technical or operational error has occurred; or
• another lawful basis exists.

Where an order is cancelled after payment, any refund or other remedy shall be handled in accordance with Applicable Law and the applicable transaction terms.

Pricing, taxes and charges

Prices may be displayed in different currencies and may be subject to:

• taxes;
• duties;
• tariffs;
• customs charges;
• delivery charges;
• payment-provider charges;
• currency-conversion charges; or
• other applicable charges.

Unless expressly stated otherwise, the Customer is responsible for charges properly imposed upon the Customer under Applicable Law.

Displayed prices may contain errors. Where legally permissible, the Company may correct pricing errors and provide the Customer with the option to proceed at the corrected price or cancel the affected transaction.

Nothing in these Terms requires the Company to charge, collect or absorb any tax, duty or other amount except as required by Applicable Law or expressly agreed.

Payment

You agree to provide valid payment information where payment is required.

Payment may be processed by third-party payment providers. Their own terms may apply.

The Company may:

• seek payment authorisation;
• retry failed payments;
• suspend access for unpaid amounts;
• restrict transactions;
• apply lawful late-payment charges;
• require alternative payment arrangements; or
• take other lawful steps to recover amounts due.

Nothing in this section limits rights concerning disputed, unauthorised or fraudulent transactions that cannot lawfully be excluded.

Subscriptions and recurring transactions

Where a Product or Service renews automatically:

• the applicable billing period shall be stated at or before purchase where required;
• renewal may occur automatically unless cancelled;
• applicable recurring charges may be charged using the authorised payment method;
• price changes may apply following reasonable notice where required;
• cancellation procedures shall be made available as required by Applicable Law; and
• statutory cancellation, withdrawal, cooling-off or refund rights shall apply where applicable.

Where a free trial or promotional period is offered, the applicable conditions shall govern its duration, eligibility and conversion into a paid transaction.

Delivery and fulfilment

Physical products

Delivery may be affected by:

• availability;
• carrier capacity;
• customs;
• import requirements;
• weather;
• force majeure;
• incorrect addresses;
• refusal of delivery;
• regulatory restrictions; or
• other circumstances beyond reasonable control.

Estimated delivery dates are estimates unless expressly stated to constitute binding delivery commitments.

Risk, title and responsibility for Products shall transfer in accordance with the applicable transaction terms and Applicable Law.

Digital products

Digital Products may depend upon:

• internet access;
• compatible devices;
• operating systems;
• account availability;
• third-party infrastructure;
• activation mechanisms; or
• other technical requirements.

The Company does not guarantee uninterrupted or permanently available digital access unless expressly required by Applicable Law or agreed in writing.

Returns, refunds, cancellation and withdrawal

Nothing in these Terms excludes or restricts any mandatory right to:

• cancel;
• withdraw;
• return;
• repair;
• replace;
• obtain a refund;
• obtain a price reduction;
• reject non-conforming Products;
• obtain a remedy for defective Products or Services; or
• exercise another statutory remedy.

Where the Company offers additional voluntary return, refund or cancellation rights, the applicable conditions shall be stated in the relevant transaction or policy.

Where permitted by Applicable Law, refunds may be made using the original payment method or another lawful method.

Digital content and customised, personalised, made-to-order or otherwise specially supplied Products may be subject to different cancellation rules where Applicable Law permits.

Warranties and statutory guarantees

Any express warranty offered by the Company shall apply according to its stated terms.

Depending on the Product, Service and jurisdiction, Applicable Law may impose statutory warranties, guarantees, conditions or other protections.

To the maximum extent legally permissible, and except for such Mandatory Rights:

• the Company does not make warranties beyond those expressly stated;
• warranties may be limited to repair, replacement, re-performance, refund or another available remedy;
• implied terms may be excluded where legally permissible; and
• the availability or scope of any remedy may depend upon the circumstances and Applicable Law.

Product safety and use

You must use Products in accordance with applicable instructions, warnings, specifications and safety information.

You must not:

• intentionally misuse a Product;
• modify a Product contrary to applicable instructions;
• remove required warnings or safety information;
• use a Product for an expressly prohibited purpose; or
• use a Product contrary to Applicable Law.

The Company may issue safety notices, corrections, recalls, replacements or other corrective measures where required or reasonably considered necessary.

Nothing in these Terms limits statutory product-safety rights or obligations.

Customer and user responsibilities

You are responsible for:

• complying with Applicable Law;
• providing information reasonably required to perform a transaction;
• obtaining required permissions;
• ensuring that information supplied by you is appropriate for its intended use;
• maintaining your own systems, devices and access credentials;
• reviewing outputs and materials before relying upon them where appropriate;
• complying with applicable third-party terms; and
• using Company offerings only for lawful and permitted purposes.

Acceptable use

You must not use Company offerings to:

• violate Applicable Law;
• commit fraud or deception;
• impersonate another person or entity;
• infringe intellectual property or other rights;
• obtain unauthorised access;
• interfere with systems or networks;
• introduce malware or harmful code;
• circumvent security controls;
• conduct unauthorised security testing;
• exploit vulnerabilities without permission;
• abuse, harass, threaten or unlawfully harm others;
• facilitate unlawful activity;
• unlawfully scrape, copy or extract information;
• reverse engineer where lawfully restricted;
• circumvent technological restrictions;
• use Company offerings for prohibited or sanctioned activity; or
• otherwise materially interfere with the Company, its systems, Products, Services or other users.

Nothing in this section prohibits conduct that Applicable Law expressly protects or permits.

User content

Where you submit, upload, transmit, publish or otherwise provide content:

• you retain ownership of rights you already own, subject to any separate agreement;
• you are responsible for ensuring that you have the necessary rights and permissions;
• you must not submit unlawful or infringing material;
• the Company may process and use the content as necessary to provide the relevant offering and as otherwise described in applicable terms or the Privacy Policy; and
• where necessary to operate, maintain, secure, improve or provide the relevant offering, you grant the Company the rights reasonably required for those purposes, subject to Applicable Law and any specific licence terms.

Where content is publicly posted, it may be visible to others.

The Company may remove, restrict or decline to publish content where reasonably necessary for legal, safety, security, operational or policy reasons, subject to Applicable Law.

Feedback

Unless otherwise agreed, feedback, suggestions, ideas, recommendations or other voluntary submissions may be used by the Company without restriction or compensation to the extent legally permissible.

You should not submit confidential information through a feedback mechanism unless expressly requested.

Intellectual property

Unless expressly stated otherwise:

• Company Materials are owned by or licensed to the Company;
• Company trademarks, logos, names and branding remain the property of their respective owners;
• no ownership of Company intellectual property is transferred merely by providing access to a Product or Service;
• rights granted to you are limited to those expressly granted;
• third-party materials remain subject to their respective owners’ rights and terms; and
• unauthorised reproduction, distribution, modification, exploitation or commercialisation may be prohibited.

Intellectual property rights may include copyright, trademarks, patents, designs, trade secrets, databases, software, source code, domain names, photographs, video, audio, text, graphics, datasets and other protected material.

Licences

Where the Company provides licensed material, the applicable licence determines the scope of permitted use.

Unless otherwise expressly granted, a licence is:

• limited;
• non-exclusive;
• non-transferable to the extent permitted by law;
• revocable where permitted;
• restricted to the stated purpose; and
• subject to these Terms and applicable Product- or Service-specific terms.

Nothing in these Terms transfers ownership of Company intellectual property unless expressly stated.

Marketing materials, claims and information

Company Materials may include descriptions of Products, Services, features, capabilities, performance, availability, pricing, comparisons, examples, scenarios, case studies, illustrations, projections, testimonials, reviews, environmental characteristics, technical information, scientific information, forecasts or other claims.

Such material may be prepared for commercial, informational or promotional purposes and may change over time. It is provided subject to the Disclaimers section.

Unless expressly stated otherwise, marketing or informational material does not constitute a separate contractual warranty, guarantee, promise of future performance or commitment beyond the contractual terms applicable to the relevant transaction, except to the extent Applicable Law provides otherwise.

The Company may correct, update, modify or withdraw marketing and informational material.

Nothing in this section authorises the Company to make, rely upon or enforce a representation, omission or practice that Applicable Law prohibits.

Reviews, testimonials and endorsements

Reviews, testimonials and endorsements may reflect individual experiences and may not represent typical outcomes.

Unless expressly identified and substantiated otherwise, a testimonial, case study, scenario or example is illustrative material under the Disclaimers section. It is not an account of an actual customer engagement, a verified outcome, an endorsement or a guarantee of future results.

Where incentives, relationships or other disclosures are legally required, the Company may provide such disclosures through the applicable medium.

The Company does not represent that any individual experience will be replicated by every user.

Fake, fabricated, manipulated or unlawfully incentivised reviews may be removed or restricted where permitted.

Promotions, competitions and giveaways

Promotions may be subject to supplemental official rules.

Where supplemental rules apply, they form part of the applicable promotional terms.

Promotional eligibility, geographic availability, prizes, taxes, entry requirements, deadlines and winner-selection procedures may vary.

Nothing in these Terms is intended to replace a legally required promotional rule, disclosure, registration or filing.

Third-party products, services and content

Company offerings may interact with or depend upon third parties.

Third parties may include:

• payment processors;
• carriers;
• logistics providers;
• hosting providers;
• software providers;
• AI providers;
• advertising providers;
• marketplaces;
• integration providers;
• communication providers;
• authentication providers; and
• other service providers.

Third-party offerings may be governed by separate terms and privacy practices.

Except to the extent Applicable Law provides otherwise, the Company is not responsible for the independent acts, omissions, availability, content, policies or performance of third parties.

Marketplaces

Where the Company operates or participates in a marketplace, additional rules may govern:

• seller and buyer roles;
• seller identity;
• listings;
• verification;
• prohibited Products;
• transactions;
• disputes;
• takedowns;
• platform functionality; and
• intermediary responsibilities.

Where the Company acts only as an intermediary, the relevant legal relationship between buyer and seller may differ from a direct sale by the Company.

External links

Company offerings may contain links or references to third-party websites, platforms or resources.

Such links are provided for convenience or functionality and do not necessarily constitute endorsement, sponsorship or adoption of the linked material.

Third-party destinations are subject to their own terms and policies.

Availability and changes

Subject to Applicable Law and any binding service commitment, the Company may modify, suspend, restrict, replace, update, discontinue or otherwise change any Product, Service, feature, platform or offering.

The Company does not guarantee uninterrupted, continuous, error-free or permanently available operation unless expressly required by Applicable Law or agreed in writing.

Disclaimers

All content, materials, statements, examples, scenarios, case studies, illustrations, descriptions, projections and other information published or made available by the Company, in any format or medium, are provided subject to this section.

To the fullest extent permitted by Applicable Law, the Company disclaims all representations, warranties, guarantees, assurances, undertakings and commitments, whether express or implied, statutory or otherwise, concerning such content, including its accuracy, completeness, reliability, suitability, availability, applicability, currency and fitness for any particular purpose.

Any hypothetical, fictionalised, composite, simulated or illustrative material is provided solely for illustrative purposes and shall not, unless expressly identified and substantiated otherwise, be construed as an account of actual events, an actual customer engagement, a verified outcome, an endorsement or a guarantee of future results.

No content shall, by itself, be construed as creating any contractual commitment, professional undertaking, guarantee or assurance beyond those expressly established under applicable written contractual terms.

To the fullest extent permitted by Applicable Law, the Company shall not be liable for any loss or damage arising from or in connection with the use of, reliance upon, or inability to use such content.

Without limiting the foregoing, and except to the extent prohibited by Applicable Law, the Company does not guarantee that:

• an offering will always be available;
• access will be uninterrupted;
• information will always be complete or current;
• content will be error-free;
• a Product or Service will satisfy every particular purpose;
• a system will be free from every vulnerability;
• third-party services will remain available;
• a particular outcome will be achieved;
• AI or automated outputs will be accurate or complete;
• compatibility with every system will exist; or
• Company Materials constitute professional advice.

You should make your own assessment of whether a Product, Service, material or output is suitable for your circumstances.

Nothing in this section excludes or limits any liability, obligation, right or remedy that cannot lawfully be excluded or limited, including Mandatory Rights.

This section shall be interpreted and applied to the fullest extent legally permissible, without purporting to exclude mandatory legal obligations or protections.

No professional or regulated advice

Unless expressly provided as a regulated professional service by appropriately authorised personnel, Company Materials are not intended to constitute:

• legal advice;
• medical advice;
• financial or investment advice;
• tax advice;
• accounting advice;
• engineering advice;
• safety certification;
• regulatory advice; or
• another form of professional advice.

Where a regulated or professional Service is provided, its scope and applicable professional obligations shall be determined by the relevant agreement and Applicable Law.

Security

You must not attempt to compromise the security or integrity of Company systems.

Security controls cannot guarantee elimination of every risk.

The Company may use reasonable technical, organisational and operational measures appropriate to the relevant circumstances, subject to Applicable Law.

Security incidents may be investigated, contained, reported or remediated in accordance with Applicable Law and applicable Company procedures.

Relationship between Terms & Conditions and Privacy Policy

The collection, use, disclosure, storage, analysis and other processing of personal data and related information by the Company are governed by the applicable Privacy Policy and subject to Applicable Law.

External-facing materials, including marketing content, product and service descriptions, case studies, testimonials, examples and other publications, are subject to these Terms & Conditions.

Where a publication contains hypothetical, fictionalised, composite or illustrative content, its status shall be understood in accordance with any disclosure accompanying that content and these Terms & Conditions.

Nothing in these Terms & Conditions or the Privacy Policy shall be interpreted as expanding the Company’s legal authority to process personal data beyond what is permitted by Applicable Law.

Where another agreement or statutory requirement governs particular information, that agreement or requirement may apply in addition to the Privacy Policy.

The Privacy Policy does not necessarily govern non-personal confidential information, trade secrets or contractual confidentiality obligations.

Confidentiality

Where confidentiality obligations apply, they may arise from:

• a separate confidentiality agreement;
• a statement of work;
• a transaction-specific agreement;
• Applicable Law; or
• another legally enforceable arrangement.

These Terms do not automatically create a comprehensive mutual confidentiality agreement unless expressly stated.

Accessibility

The Company may provide accessibility mechanisms, alternative formats, assistive-technology compatibility or reasonable accommodations where required or appropriate.

Technical availability of every accessibility feature cannot be guaranteed unless expressly required by Applicable Law or agreed in writing.

Requests concerning accessibility may be directed through the Company’s published contact channels.

Export controls and sanctions

You must comply with Applicable Law concerning:

• sanctions;
• embargoes;
• export controls;
• import controls;
• restricted parties;
• restricted destinations;
• controlled technologies;
• dual-use items;
• prohibited end uses; and
• prohibited end users.

The Company may refuse, suspend or cancel a transaction where necessary to comply with Applicable Law or applicable sanctions and export-control requirements.

Compliance with law

Each party is responsible for complying with Applicable Law applicable to its own conduct.

This may include laws concerning:

• consumer protection;
• privacy and data protection;
• intellectual property;
• taxation;
• customs;
• sanctions;
• export controls;
• competition;
• anti-bribery and anti-corruption;
• financial activities;
• product safety;
• advertising;
• environmental claims;
• accessibility;
• employment;
• regulated products or services; and
• sector-specific requirements.

Nothing in these Terms requires either party to violate Applicable Law.

Suspension

To the maximum extent permitted by Applicable Law, the Company may suspend or restrict access to an offering where reasonably necessary because of:

• breach of these Terms;
• non-payment;
• suspected fraud;
• security concerns;
• unlawful conduct;
• sanctions or export-control concerns;
• legal or regulatory requirements;
• misuse;
• material operational risk; or
• discontinuation of the relevant offering.

Where required, the Company will provide any notice, opportunity to cure or other procedural protection required by Applicable Law.

Termination

A transaction, account, licence, subscription or Service may terminate:

• upon expiry;
• upon cancellation;
• upon completion;
• pursuant to applicable termination rights;
• for material breach;
• for non-payment;
• where legally required;
• where continued performance becomes unlawful; or
• for another lawful contractual basis.

Termination does not automatically extinguish rights or obligations that by their nature or terms survive termination.

Effect of termination

Upon termination, subject to Applicable Law:

• access may cease;
• licences may expire;
• outstanding payment obligations may remain due;
• refunds may be handled according to Applicable Law and applicable terms;
• user access may be restricted;
• Company Materials may need to be returned or deleted where required; and
• provisions intended to survive termination shall continue.

Indemnification

To the extent legally permissible, you may be responsible for losses, claims, liabilities, costs or expenses arising from:

• your unlawful conduct;
• your material breach of these Terms;
• infringement caused by content or materials supplied by you;
• misuse of Company offerings;
• unauthorised use;
• violation of third-party rights; or
• other circumstances for which you are legally responsible.

Any indemnification obligation is subject to Applicable Law and any transaction-specific agreement.

Limitation of liability

To the maximum extent permitted by Applicable Law, the Company shall not be liable for:

• indirect losses;
• consequential losses;
• incidental losses;
• special losses;
• exemplary or punitive losses where legally excludable;
• loss of profits;
• loss of revenue;
• loss of business opportunity;
• loss of anticipated savings;
• loss of goodwill;
• loss of data; or
• business interruption,

except to the extent such liability cannot lawfully be excluded.

The Company shall likewise not be liable for any loss or damage arising from or in connection with the use of, reliance upon, or inability to use Company content, as set out in the Disclaimers section.

Where permitted by Applicable Law, the Company’s aggregate liability arising from a particular transaction may be limited to an amount reasonably connected with the relevant transaction, including the amount paid or payable for the affected Product or Service, subject to any applicable contractual cap.

Different liability limits may apply under a separate written agreement.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by Applicable Law, including where applicable liability relating to:

• fraud or fraudulent misrepresentation;
• intentional misconduct;
• death or personal injury;
• statutory consumer rights;
• legally non-excludable product liability;
• mandatory data-protection obligations;
• intellectual property rights;
• confidentiality obligations; or
• any other liability that Applicable Law does not permit to be excluded or limited.

Force majeure

To the extent permitted by Applicable Law, the Company shall not be responsible for delay or failure caused by circumstances beyond reasonable control, including:

• natural disasters;
• severe weather;
• fire;
• flood;
• epidemic or pandemic;
• war;
• terrorism;
• civil unrest;
• labour disruption;
• government action;
• regulatory intervention;
• infrastructure failure;
• telecommunications failure;
• cyber incidents;
• utility failure;
• supply disruption;
• transport disruption; or
• failure of critical third parties.

This does not eliminate any statutory refund, cancellation or other Mandatory Right.

Dispute resolution

Where a dispute arises, the parties may first attempt to resolve it through the Company’s published customer-service or escalation channels.

Where appropriate, the parties may attempt:

1. direct discussion;
2. escalation;
3. mediation; and/or
4. another dispute-resolution process agreed between the parties.

Nothing prevents a party from seeking urgent or protective relief where reasonably necessary or from using a court, tribunal, regulator, small-claims mechanism or other forum where Applicable Law provides such a right.

Mandatory consumer, employment or other statutory dispute mechanisms remain unaffected.

Governing law

All matters concerning the legal effect of the Company’s content, dealings and activities remain subject to Applicable Law.

Where a dispute arises, the governing law, jurisdiction and available remedies shall be determined in accordance with any valid applicable contractual provisions and the laws applicable to the relevant circumstances.

Nothing in these Terms excludes, restricts or overrides:

• Mandatory Rights;
• mandatory consumer protections;
• mandatory privacy or data-protection requirements;
• mandatory employment protections;
• mandatory product-safety requirements;
• mandatory regulatory requirements;
• mandatory jurisdiction-specific remedies; or
• other Applicable Law that cannot legally be displaced by agreement.

Where another jurisdiction’s mandatory law applies to a transaction, that law shall apply to the extent legally required.

Jurisdiction

The forum for a dispute arising from or relating to these Terms shall be determined in accordance with any valid applicable contractual provisions, any mandatory forum or dispute mechanism, and the laws applicable to the relevant circumstances.

Nothing in this clause prevents a party from bringing proceedings or seeking a remedy in another forum where Applicable Law grants a non-waivable right to do so.

Where a particular transaction lawfully requires or permits arbitration, mediation, small-claims proceedings, regulatory review or another forum, the relevant mechanism may apply.

Jurisdictional override

These Terms are intended to operate as a global framework.

Where the law of a jurisdiction in which the Company operates, markets, sells, provides Products or Services, delivers Products, processes transactions, interacts with users, becomes subject to regulation or otherwise conducts relevant activity imposes mandatory requirements, rights, protections, disclosures, procedures, warranties, remedies or liabilities that differ from these Terms, those requirements shall apply to the extent legally required.

A provision shall be interpreted or modified only to the extent necessary to give effect to such Applicable Law.

Where a provision cannot lawfully apply in a particular jurisdiction, it shall be ineffective there to the minimum extent necessary, without invalidating the remaining provisions.

No waiver of mandatory rights

No provision of these Terms is intended to constitute a waiver of a right that cannot lawfully be waived.

Nothing in these Terms requires a Customer, consumer, User, employee, contractor, business partner or other person to surrender a Mandatory Right as a condition of accessing an offering where such surrender is unlawful.

Changes to these Terms

The Company may amend these Terms from time to time.

Updated Terms may be published through the relevant Company website, platform or other reasonable communication channel.

Where Applicable Law requires advance notice, express acceptance or another process for an amendment to become effective, that process shall apply.

Changes shall not retroactively remove rights or remedies that Applicable Law prohibits from being removed.

Severability

If any provision of these Terms is found to be invalid, unlawful, unenforceable or inapplicable:

• that provision shall be interpreted or limited to the minimum extent necessary where legally permissible;
• otherwise, it shall be severed to the extent necessary; and
• the remaining provisions shall continue in effect.

Waiver

A failure or delay by the Company to exercise a right or remedy does not constitute a waiver of that right or remedy unless expressly stated in writing.

A waiver on one occasion does not constitute a continuing waiver.

Assignment

Subject to Applicable Law, the Company may assign, transfer, novate or otherwise deal with its rights and obligations under these Terms in connection with:

• a merger;
• acquisition;
• restructuring;
• corporate reorganisation;
• sale of assets;
• financing;
• transfer of a business; or
• another legitimate corporate transaction.

You may not assign your rights or obligations where such assignment is prohibited by these Terms or Applicable Law, except where legally required.

No partnership or agency

Unless expressly agreed otherwise, these Terms do not create a partnership, joint venture, employment relationship, agency, fiduciary relationship or franchise relationship between the parties.

Neither party may represent otherwise without lawful authority.

Third-party rights

Unless expressly stated otherwise or required by Applicable Law, these Terms do not create enforceable rights for third parties.

Entire agreement

Subject to the stated order of precedence and any separate agreement governing a particular transaction, these Terms constitute the general agreement concerning their subject matter.

They do not replace transaction-specific agreements, statutory requirements or legally required notices.

Electronic communications

Where legally permissible, electronic communications may be used for:

• notices;
• invoices;
• receipts;
• confirmations;
• contractual communications;
• amendments;
• customer-service communications; and
• other transaction-related matters.

You are responsible for maintaining access to the communication channel associated with your account or transaction.

Notices

Legal notices to the Company should be sent through the contact information published by the Company or otherwise specified in the applicable agreement.

Notices to you may be provided through:

• email;
• account notifications;
• platform notifications;
• physical communications;
• publication on the relevant website; or
• another legally permissible communication method.

Where Applicable Law prescribes a particular notice method, that method shall apply.

Interpretation

Headings are provided for convenience and do not affect interpretation.

Words in the singular include the plural and vice versa where appropriate.

References to “including” mean “including without limitation” unless the context requires otherwise.

References to “law” or “Applicable Law” include amendments, replacements and subordinate instruments to the extent applicable.

Language

These Terms are maintained in English as the Company’s primary contractual version.

Where a translated version is provided, it may be supplied for convenience or legal accessibility.

Where Applicable Law requires another language or gives legal effect to a translated version, the applicable legal requirement shall govern.

Transaction-specific and supplemental terms

The Company may publish or provide supplemental terms for particular:

• Products;
• Services;
• subscriptions;
• promotions;
• software;
• licences;
• marketplaces;
• events;
• jurisdictions;
• customer categories;
• regulated activities; or
• other offerings.

Such terms may supplement, modify or replace portions of these Terms to the extent expressly stated.

Regulatory and statutory documents

Nothing in these Terms is intended to replace a document, notice, disclosure, licence, consent, registration, filing, safety instruction, tax document, product label, warranty document, privacy notice, data-processing agreement, employment document, regulatory disclosure or other instrument that Applicable Law requires to exist separately.

Where such an instrument applies, it may supplement these Terms.

No general representation beyond express terms

Except where otherwise required by Applicable Law, the Company’s external communications, materials and statements should not be interpreted as creating contractual obligations beyond:

• the applicable written agreement;
• applicable transaction terms;
• express warranties stated in writing;
• legally enforceable representations; and
• Mandatory Rights.

General descriptions, examples, scenarios, case studies, illustrations, forecasts, projections, promotional language and other non-contractual material shall not, by themselves, expand the Company’s contractual obligations beyond what is legally applicable to the relevant transaction.

No content shall, by itself, be construed as creating any contractual commitment, professional undertaking, guarantee or assurance beyond those expressly established under applicable written contractual terms.

Nothing in this section permits the Company to exclude liability or responsibility for a representation, practice or omission that Applicable Law treats as legally enforceable or non-excludable.

No guarantee of particular outcome

Unless expressly agreed or required by Applicable Law, the purchase or use of a Product or Service does not guarantee any particular commercial, financial, professional, technical, personal, health, performance, operational or other outcome.

Results may depend upon factors outside the Company’s control, including the Customer’s circumstances, implementation, environment, inputs, third-party systems and use of the relevant offering.

Reservation of rights

The Company reserves all rights not expressly granted to you.

Nothing in these Terms grants a licence, right, title or interest by implication, estoppel or otherwise except to the extent such grant is required by Applicable Law.

Compliance with mandatory law

The Company’s rights under these Terms are subject to Applicable Law.

Where Applicable Law requires the Company to provide a right, remedy, warranty, disclosure, cancellation mechanism, refund, procedure, access mechanism, accommodation or other protection, that requirement shall apply notwithstanding any contrary provision of these Terms.

Where Applicable Law permits contractual allocation, limitation, exclusion or modification of rights or liabilities, these Terms are intended to operate to the maximum extent legally permissible.

Contact

Questions concerning these Terms may be directed to the Company at support@carrawayandwillow.xyz, or in writing to the registered office stated at the start of these Terms.

The Company may designate different contact channels for particular Products, Services, jurisdictions or regulatory matters.

Version

This version of these Terms is effective from the revision date shown above.

These Terms should be read together with the Company’s Privacy Policy and, where applicable, Corporate Standards, together with any transaction-specific, Product-specific, Service-specific or legally required supplemental terms.