Terms & Conditions

1. Definitions

In these Terms & Conditions, the following terms have the meanings set out below:

• "SwiftForge", "we", "us", "our" means SwiftForge Ltd, a company registered in England and Wales with company number 17028807, whose registered office is in Burton-on-Trent, Staffordshire.
• "Client", "you", "your" means the individual, business, or organisation engaging SwiftForge for services.
• "Services" means any work carried out by SwiftForge as described in a Proposal, Statement of Work, or other written agreement.
• "Proposal" means a written document issued by SwiftForge setting out the scope, deliverables, timeline, and price for a specific engagement.
• "Deliverables" means any work product, document, code, design, report, or other output produced by SwiftForge in connection with the Services.
• "Confidential Information" means any non-public information disclosed by either party in connection with the Services.

2. Our Services

SwiftForge provides IT consultancy services to UK small businesses, including but not limited to cybersecurity and compliance, web design and development, mobile app design and development, AI solutions, and managed IT support.

The specific scope of Services for any engagement will be set out in a Proposal or Statement of Work agreed in writing between SwiftForge and the Client. No work will commence until a Proposal has been accepted in writing (including by email) by the Client.

We reserve the right to decline any project or engagement at our discretion, without being required to provide a reason.

3. Quotes & Proposals

All quotes and proposals issued by SwiftForge are valid for 30 days from the date of issue, unless otherwise stated. After this period, prices may be subject to change.

A Proposal constitutes an offer to provide Services at the stated price, subject to the Client providing accurate and complete information about their requirements. If the scope of work changes materially after a Proposal is accepted, SwiftForge reserves the right to issue a revised Proposal reflecting the updated scope and price.

Fixed-price projects are quoted on the basis of the information provided at the time of scoping. Where the Client's requirements expand beyond the agreed scope, additional work will be quoted and agreed separately before it is carried out.

4. Payment Terms

4.1 Invoicing

SwiftForge will issue invoices in accordance with the payment schedule set out in the relevant Proposal. Where no payment schedule is specified, the following defaults apply:

• Projects under £500: 100% payable upfront before work commences
• Projects between £500 and £2,000: 50% deposit before work commences, 50% on completion
• Projects over £2,000: Payment schedule to be agreed in the Proposal
• Monthly retainers: Invoiced monthly in advance

4.2 Payment Terms

All invoices are due within 14 days of the invoice date unless otherwise agreed in writing. Invoices are issued in pounds sterling (GBP).

4.3 Late Payment

SwiftForge reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend Services where invoices remain unpaid beyond their due date.

4.4 VAT

SwiftForge Ltd is not currently registered for VAT. All prices quoted are exclusive of VAT. Should SwiftForge become VAT registered during the course of an engagement, we will provide reasonable notice and invoices will reflect the applicable VAT rate.

5. Client Obligations

To enable SwiftForge to deliver the Services effectively, the Client agrees to:

• Provide accurate, complete, and timely information, materials, and access required for the Services
• Make decisions and provide approvals within a reasonable timeframe — delays caused by the Client may affect project timelines and costs
• Ensure that any materials, content, or data provided to SwiftForge do not infringe any third-party rights and comply with applicable laws
• Maintain appropriate backups of their data and systems before any work is carried out
• Notify SwiftForge promptly of any changes to requirements, deadlines, or circumstances that may affect the Services
• Settle invoices in accordance with the payment terms set out above

SwiftForge shall not be liable for delays, additional costs, or substandard deliverables arising from the Client's failure to meet these obligations.

6. Intellectual Property

6.1 Client Ownership

Upon receipt of full payment for a project, SwiftForge assigns to the Client full ownership of the bespoke Deliverables created specifically for that Client under these Terms, including website code, app code, and design assets.

6.2 SwiftForge Retained Rights

SwiftForge retains ownership of:

• Pre-existing materials, tools, frameworks, libraries, and methodologies used in delivering the Services
• Generic code components, templates, and development tools that are not unique to the Client's project
• Any materials created by SwiftForge prior to the commencement of the engagement

Where third-party licensed materials (such as fonts, stock images, or software libraries) are incorporated into Deliverables, ownership and usage rights are subject to the terms of those third-party licences, which will be disclosed to the Client.

6.3 Portfolio Rights

SwiftForge reserves the right to reference the Client's project in our portfolio, case studies, and marketing materials unless the Client requests otherwise in writing before work commences.

6.4 Client Materials

The Client warrants that any materials provided to SwiftForge — including logos, images, text, and data — are owned by the Client or that the Client has the right to use them. The Client indemnifies SwiftForge against any claims arising from the use of Client-provided materials.

7. Confidentiality

Both parties agree to keep confidential any Confidential Information received from the other party and to use it only for the purposes of the Services. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party before disclosure
• Is required to be disclosed by law or a regulatory authority

This confidentiality obligation survives the termination of any engagement between the parties.

8. Limitation of Liability

8.1 Exclusions

To the fullest extent permitted by law, SwiftForge shall not be liable for:

• Indirect, consequential, or special losses
• Loss of profits, revenue, or anticipated savings
• Loss of data or business interruption
• Loss arising from the Client's failure to maintain appropriate backups
• Losses arising from third-party services, platforms, or tools recommended or integrated as part of the Services

8.2 Cap on Liability

SwiftForge's total liability to the Client in connection with any engagement shall not exceed the total fees paid by the Client to SwiftForge in respect of that engagement in the 12 months preceding the claim.

8.3 Exceptions

Nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

9. Warranties & Representations

SwiftForge warrants that:

• Services will be performed with reasonable care and skill by suitably qualified personnel
• Deliverables will substantially conform to the agreed specification at the time of delivery

SwiftForge does not warrant that:

• Websites or applications will be free from defects at all times after delivery
• Cybersecurity services will prevent all possible breaches or attacks
• AI tools or automations will produce error-free outputs in all circumstances
• Search engine rankings will improve by a specific amount or within a specific timeframe as a result of SEO work

Any defects in Deliverables notified to SwiftForge in writing within 30 days of delivery will be remedied at no additional charge, provided the defect arises from SwiftForge's work rather than subsequent modifications made by the Client or third parties.

10. Termination

10.1 Termination by the Client

The Client may terminate an engagement by providing written notice to SwiftForge. In this event, the Client shall pay for all work completed up to the date of termination, plus any reasonable costs incurred by SwiftForge in connection with the engagement that cannot be recovered.

10.2 Termination by SwiftForge

SwiftForge may terminate an engagement immediately by written notice if:

• The Client fails to pay any invoice within 30 days of its due date
• The Client acts in breach of these Terms and fails to remedy the breach within 14 days of being notified
• The Client becomes insolvent, enters administration, or is wound up
• Continuing the engagement would require SwiftForge to act unlawfully or unethically

10.3 Monthly Retainers

Either party may terminate a monthly retainer by providing one month's written notice. SwiftForge will continue to provide services during the notice period and the Client will continue to pay the monthly fee.

10.4 Effect of Termination

On termination, SwiftForge will provide the Client with any completed Deliverables and work in progress (subject to payment of outstanding invoices). Clauses relating to intellectual property, confidentiality, limitation of liability, and payment obligations survive termination.

11. Disputes

In the event of a dispute, the parties agree to attempt to resolve it through good faith negotiation before pursuing formal legal proceedings. Either party may escalate to formal proceedings if the dispute is not resolved within 30 days of written notification.

These Terms and any dispute arising from them shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

12. General

12.1 Entire Agreement

These Terms, together with any Proposal or Statement of Work, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the subject matter.

12.2 Amendments

SwiftForge may update these Terms from time to time. The version in force at the time a Proposal is accepted governs that engagement. We will notify existing retainer clients of material changes with reasonable notice.

12.3 Subcontracting

SwiftForge may engage subcontractors or freelancers to assist in delivering the Services. We remain responsible for the quality of work delivered and will ensure any subcontractors are bound by appropriate confidentiality obligations.

12.4 Force Majeure

Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including but not limited to natural disasters, power outages, government actions, or widespread technical failures. The affected party will notify the other as soon as practicable and both parties will work to minimise the impact.

12.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

12.6 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce it at a later date.

13. Contact Us

If you have any questions about these Terms & Conditions, please contact us:

These Terms & Conditions were last updated on 13 February 2026. SwiftForge Ltd is registered in England and Wales. These terms are governed by the laws of England and Wales.