Business-to-Business Terms and Conditions – England and Wales

Last updated: 14 September 2026

1. The Salient Essentials (Plain-English Summary)

These Terms apply only to business customers using SwiftERM for business purposes. They are intended to summarise the principal commercial terms; if this summary conflicts with the detailed provisions below, the detailed provisions prevail.

30-Day Risk-Free Trial. Your initial trial is free for 30 days. SwiftERM may require a valid payment method and may use a small temporary card authorisation through its payment provider to verify that payment details are valid. No subscription fee is charged during the free trial unless expressly agreed otherwise.

4x ROI Guarantee. If, at the end of the initial trial, the Service has not demonstrated attributed revenue of at least four times the subscription price that would otherwise apply for the relevant period, SwiftERM will continue the trial without subscription charge until that threshold is first demonstrated, subject to the Customer maintaining a functioning integration, accurate product and transaction data, and compliance with these Terms.

No Long-Term Lock-In. You may terminate the Service at any time through the available account controls or by written notice. Termination stops future subscription charges subject to any charges already accrued or expressly due under these Terms.

Customer Data. As between the parties, the Customer retains its rights in Customer Data. SwiftERM processes Customer Data only as necessary to provide, secure, maintain and improve the Service in accordance with these Terms, the applicable Data Processing Agreement and applicable law.

SwiftERM Technology. SwiftERM’s software, algorithms, models, autonomous individualisation technology, architecture, methodologies, source code and associated intellectual property remain exclusively owned by SwiftERM or its licensors. SwiftERM does not grant white-label or resale rights unless separately agreed in writing.

2. Parties, Business Use and Formation

2.1 These Terms constitute an agreement between SwiftERM Limited, company number 09168301, registered in England and Wales (“SwiftERM”, “we”, “us” or “our”) and the business, organisation or person acting wholly or mainly for business purposes that registers for, orders or uses the Service (the “Customer”, “you” or “your”).

2.2 The Service is supplied for business use only and is not offered under these Terms to consumers acting wholly or mainly outside their trade, business, craft or profession.

2.3 By creating an account, commencing a trial, installing or enabling the Service, or otherwise using the Service, the Customer agrees to these Terms. A person accepting them for an organisation warrants that they have authority to bind that organisation.

2.4 These Terms, any order or pricing page expressly incorporated into them, and the applicable Data Processing Agreement constitute the agreement between the parties concerning the Service (the “Agreement”).

3. Definitions

“Service” means the SwiftERM autonomous individualisation software-as-a-service platform and related functionality made available by SwiftERM from time to time.

“Customer Data” means data supplied by or on behalf of the Customer or collected from the Customer’s ecommerce environment through the authorised SwiftERM integration, excluding SwiftERM Technology and service-generated operational or security data that does not identify the Customer’s consumers.

“SwiftERM Technology” means the Service and all software, source and object code, algorithms, models, Bayesian or other computational methods, autonomous decision systems, architectures, interfaces, documentation, know-how, methodologies, improvements and intellectual property used to provide it.

“Authorised User” means a person whom the Customer has authorised to access its account.

“Third-Party Service” means an ecommerce platform, payment service, email service, hosting service, API or other product or service supplied by a third party and used with or relied upon by the Service.

4. The Service and Licence

4.1 Subject to payment of applicable fees and compliance with the Agreement, SwiftERM grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the term to access and use the Service for the Customer’s own internal business operations.

4.2 The Customer receives no ownership interest in SwiftERM Technology.

4.3 SwiftERM may update, enhance or modify the Service from time to time, provided that SwiftERM will not intentionally remove material core functionality from a paid Service without reasonable justification. Changes required for security, law, third-party platform compatibility or operational integrity may be made immediately.

4.4 SwiftERM may use subcontractors and infrastructure providers in providing the Service, subject to its obligations under the Agreement and applicable data-protection law.

5. Customer Responsibilities

5.1 The Customer is responsible for its ecommerce site, product catalogue, prices, inventory, customer-facing content, legal notices, consents, marketing permissions and the accuracy and lawfulness of Customer Data.

5.2 The Customer shall maintain the technical integration reasonably required for the Service to operate and shall not knowingly interfere with, disable or obstruct the SwiftERM integration.

5.3 The Customer is responsible for ensuring that its use of the Service, and its instructions to SwiftERM concerning Customer Data, comply with applicable law, including applicable privacy, electronic-marketing and consumer laws.

5.4 The Customer shall keep account credentials secure, use reasonable security controls, and promptly notify SwiftERM of suspected unauthorised account access.

5.5 The Customer shall provide reasonable cooperation and information necessary for SwiftERM to diagnose faults or maintain the integration.

6. Acceptable Use and Restrictions

6.1 The Customer shall not, and shall not permit another person to: (a) reverse engineer, decompile, disassemble or attempt to discover source code, algorithms, models or non-public architecture except to the limited extent such restriction is prohibited by applicable law; (b) copy, reproduce, modify or create derivative works from SwiftERM Technology except as expressly permitted; (c) use the Service or confidential knowledge gained from it to build, train or assist a competing product or service; (d) resell, sublicense, white-label, rent or make the Service available to a third party unless separately authorised in writing; (e) circumvent security, access controls, usage restrictions or technical protections; (f) introduce malicious code or use the Service unlawfully; or (g) attempt unauthorised access to another customer’s data or systems.

6.2 SwiftERM may suspend access where it reasonably believes use of the Service creates a material security, legal or operational risk, infringes third-party rights, involves fraud or unlawful activity, or materially breaches the Agreement. Where reasonably practicable, SwiftERM will notify the Customer and give an opportunity to remedy the issue.

7. Intellectual Property

7.1 SwiftERM and its licensors retain all Intellectual Property Rights in SwiftERM Technology, including improvements, modifications and developments to the Service.

7.2 Except for the limited right of use expressly granted by the Agreement, no Intellectual Property Rights are transferred to the Customer.

7.3 The Customer retains its rights in Customer Data and grants SwiftERM a non-exclusive right to host, copy, transmit, analyse and otherwise process Customer Data solely to provide, secure, maintain and support the Service, comply with law, and perform obligations under the Agreement.

7.4 SwiftERM may generate and use aggregated or anonymised information that does not identify the Customer or an identifiable individual for analytics, security, performance measurement, service development and statistical purposes.

8. Confidentiality

8.1 Each party shall keep confidential the other party’s non-public technical, commercial, financial and business information that is identified as confidential or would reasonably be understood to be confidential.

8.2 Confidential information may be used only to perform or receive the Service and may be disclosed only to personnel, professional advisers and authorised subcontractors who need to know it and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

8.3 Confidentiality obligations do not apply to information that the receiving party can demonstrate was lawfully known without restriction, becomes public other than through breach, is independently developed without use of the confidential information, or is lawfully received from a third party without confidentiality obligation.

8.4 SwiftERM source code, non-public algorithms, models, architecture, security information and proprietary methodologies constitute SwiftERM Confidential Information.

9. Data Protection and Security

9.1 Each party shall comply with applicable UK data-protection law in relation to personal data processed under the Agreement.

9.2 Where SwiftERM processes personal data on behalf of the Customer, the Customer acts as controller and SwiftERM acts as processor to the extent those roles apply. The parties shall be bound by SwiftERM’s applicable Data Processing Agreement, which forms part of the Agreement.

9.3 SwiftERM shall maintain appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

9.4 SwiftERM shall process personal data on documented Customer instructions, except where otherwise required by applicable law, and shall ensure persons authorised to process it are subject to appropriate confidentiality obligations.

9.5 The Data Processing Agreement governs subprocessors, international transfers, assistance with data-subject rights, security incidents, deletion or return of personal data and legally required audit information.

10. Trial and 4x ROI Guarantee

10.1 Unless otherwise agreed, eligible new Customers receive an initial 30-day free trial.

10.2 The 4x ROI Guarantee applies only while: (a) the authorised SwiftERM integration remains installed and materially operational; (b) the Customer provides materially complete and accurate data reasonably required by the Service; (c) the Customer does not materially interfere with attribution or operation; and (d) the Customer remains in compliance with the Agreement.

10.3 If the qualifying threshold is not achieved during the initial trial, no monthly subscription charge becomes payable merely because the initial trial period has elapsed; the qualifying trial continues until the threshold is demonstrated or the Customer terminates.

10.4 The guarantee concerns revenue attributed to the Service using SwiftERM’s then-current attribution methodology, applied consistently and in good faith. It is not a guarantee of profit, margin or any particular future commercial result.

11. Fees, Billing and Taxes

11.1 The Service is supplied on a monthly subscription basis at the subscription price published or otherwise expressly agreed with the Customer at the time of subscription. Subscription prices are published separately from these Terms and form the applicable commercial price for the Service.

11.2 The Customer authorises SwiftERM and its payment provider to charge the monthly subscription and any applicable taxes properly due under the Agreement to the payment method supplied.

11.3 SwiftERM may change its published subscription pricing on at least 30 days’ notice. If a change increases the Customer’s monthly subscription price, the Customer may cancel before the change takes effect and will not be charged the increased price.

11.4 No subscription price, monetary amount, tariff or pricing tier is stated in these Terms. Current pricing is published separately by SwiftERM or expressly agreed with the Customer.

11.5 Except where the Agreement expressly provides otherwise or applicable law requires otherwise, a monthly subscription charge properly incurred for a billing period already commenced is non-refundable. Cancellation prevents subsequent monthly renewal charges.

11.6 Undisputed invoices are payable by the stated due date. SwiftERM may charge statutory interest and applicable recovery compensation on overdue commercial debts to the extent permitted by law and may suspend the Service following reasonable notice while material undisputed sums remain overdue.

11.7 The Customer shall notify SwiftERM promptly of a genuine billing dispute and shall pay undisputed amounts when due.

12. Support, Integration and Customer-Caused Rectification

12.1 SwiftERM provides support and maintenance in accordance with the support information made available for the Service.

12.2 If the Customer or a third party acting for it changes the Customer’s website, ecommerce platform, code, configuration or integration in a manner that causes or materially contributes to failure of the SwiftERM integration, SwiftERM may investigate and, where appropriate, rectify the integration.

12.3 Before incurring material chargeable third-party or engineering costs under clause 12.2, SwiftERM will, where reasonably practicable, notify the Customer. Reasonable direct technical costs caused by such Customer-side changes, together with any administration charge clearly disclosed in advance, may be invoiced.

12.4 SwiftERM is not responsible for failures caused by unsupported Customer modifications or Third-Party Services outside SwiftERM’s reasonable control.

13. Third-Party Services

13.1 The Service may interoperate with Third-Party Services including ecommerce platforms and APIs. Those services are supplied independently and may change, restrict, interrupt or discontinue functionality.

13.2 SwiftERM is not responsible for a Third-Party Service itself or for failure caused solely by a third party outside SwiftERM’s reasonable control, but SwiftERM will use reasonable efforts to maintain supported integrations where commercially and technically practicable.

13.3 The Customer is responsible for maintaining any third-party accounts, permissions and subscriptions required on its side of an integration.

14. Warranties and Disclaimers

14.1 SwiftERM warrants that the Service will perform materially in accordance with its published description when used in a supported environment and in accordance with the Agreement.

14.2 SwiftERM will provide the Service with reasonable skill and care.

14.3 The Service is autonomous and makes computational decisions from available data. Except for the express 4x ROI Guarantee and warranties stated in the Agreement, SwiftERM does not warrant that every recommendation, selection, communication or commercial outcome will be error-free or achieve a particular result.

14.4 No service dependent upon the internet or third-party infrastructure can be guaranteed uninterrupted or error-free. SwiftERM does not exclude responsibility for matters within its reasonable control merely because the Service is automated.

15. Liability

15.1 Nothing in the Agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

15.2 Subject to clause 15.1, neither party shall be liable to the other for indirect or consequential loss, or for loss of anticipated profits, revenue, business, contracts, goodwill or anticipated savings, except to the extent such loss forms part of a direct claim arising from breach of confidentiality, infringement or misuse of the other party’s Intellectual Property Rights, or unlawful misuse of personal data and is recoverable under applicable law.

15.3 Subject to clauses 15.1 and 15.4, SwiftERM’s total aggregate liability arising out of or in connection with the Agreement in any rolling twelve-month period shall not exceed the total subscription fees paid or payable by the Customer for the Service during the twelve months immediately preceding the event giving rise to the claim.

15.4 The limitations in clause 15.3 do not apply to liability that cannot lawfully be limited. Nothing in this clause limits the Customer’s obligation to pay fees properly due.

15.5 Each party shall take reasonable steps to mitigate losses arising from a breach.

16. Indemnity for Unlawful Customer Content or Instructions

16.1 The Customer shall indemnify SwiftERM against third-party claims, losses and reasonable costs to the extent arising directly from Customer Data, Customer content or Customer instructions that infringe third-party Intellectual Property Rights or are unlawful, provided that SwiftERM promptly notifies the Customer of the claim, does not admit liability without consent, and permits the Customer reasonable control of the defence and settlement.

16.2 This indemnity does not apply to the extent the claim results from SwiftERM’s unauthorised modification or use of the relevant material.

17. Suspension

17.1 SwiftERM may suspend all or part of the Service where reasonably necessary for urgent security work, to prevent material harm, to comply with law or binding regulatory requirements, for material breach, or for material undisputed non-payment after reasonable notice.

17.2 SwiftERM will use reasonable efforts to minimise suspension and restore the Service when the relevant grounds have been resolved.

18. Termination

18.1 The Customer may cancel the monthly subscription at any time using available account controls or by written notice. Cancellation takes effect for future monthly renewals; charges properly incurred for a billing period already commenced remain due unless applicable law requires otherwise.

18.2 Either party may terminate immediately by written notice if the other commits a material breach that is incapable of remedy, or fails to remedy a remediable material breach within 30 days after written notice requiring remedy.

18.3 Either party may terminate immediately if the other enters insolvency proceedings, ceases or threatens to cease business, or is unable to pay its debts, subject to mandatory insolvency law.

18.4 SwiftERM may terminate or suspend immediately for serious misuse, fraud, deliberate security interference, unlawful activity or material infringement of SwiftERM Intellectual Property Rights.

19. Effect of Termination and Data Exit

19.1 Termination ends the Customer’s right to use the Service but does not affect rights or liabilities accrued before termination.

19.2 Subject to the Data Processing Agreement and applicable law, Customer Data associated with the terminated Service will ordinarily be retained for up to 90 days to permit recovery or export and will then be securely deleted or anonymised, unless a different retention period is legally required or expressly agreed.

19.3 During the applicable exit period, SwiftERM will make a reasonable standard export of Customer Data available on request in a commonly used format where technically available. Bespoke migration, transformation or professional services may be separately chargeable if agreed in advance.

19.4 SwiftERM is not required to retain Customer Data after the applicable deletion date. The Customer is responsible for requesting any required export before that date.

19.5 Clauses concerning accrued payment obligations, Intellectual Property Rights, confidentiality, liability, data protection to the extent applicable, and provisions intended by their nature to survive shall continue after termination.

20. Force Majeure

20.1 Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, to the extent caused by circumstances beyond its reasonable control, including major internet or telecommunications failure, utility failure, natural disaster, war, civil disorder, governmental action, widespread cyber incident not caused by that party’s failure to use reasonable security, or failure of a critical third-party infrastructure provider.

20.2 The affected party shall use reasonable efforts to mitigate the effects and resume performance.

21. Changes to These Terms

21.1 SwiftERM may update these Terms to reflect changes in law, security, the Service or reasonable business requirements.

21.2 For an existing paying Customer, a material change adverse to the Customer will be notified at least 30 days before taking effect unless an earlier change is reasonably required by law, security or a third-party platform change.

21.3 If a notified discretionary change materially disadvantages the Customer, the Customer may terminate before it takes effect. Continued use after the effective date constitutes acceptance of the revised Terms.

22. Notices

22.1 Contractual notices may be sent by email to the address registered for the relevant account or to an address subsequently notified for legal notices. SwiftERM may also give operational notices through the Service.

22.2 A notice is treated as received when delivered without an automated failure notice, provided that a notice of formal legal proceedings must be served in accordance with applicable procedural rules.

23. Assignment and Subcontracting

23.1 The Customer may not assign or transfer the Agreement without SwiftERM’s prior written consent, not to be unreasonably withheld where the proposed assignee is a bona fide successor to substantially all of the Customer’s relevant business and presents no material legal, credit or security risk.

23.2 SwiftERM may assign the Agreement to an affiliate or in connection with a merger, reorganisation, financing or sale of all or substantially all of the relevant business or assets, provided this does not materially reduce the Customer’s contractual rights.

23.3 SwiftERM may subcontract performance but remains responsible for its contractual obligations.

24. General

24.1 Entire Agreement. The Agreement constitutes the entire agreement concerning the Service and supersedes prior discussions, proposals and representations on that subject, except that nothing excludes liability for fraud or fraudulent misrepresentation.

24.2 Order of Precedence. If documents forming the Agreement conflict, a specifically agreed written order or statement of work prevails over these Terms to the extent of the conflict, followed by the Data Processing Agreement for data-protection matters, then these Terms.

24.3 Severability. If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary where lawful, or otherwise severed, without affecting the remainder.

24.4 Waiver. Failure or delay to exercise a right does not waive it.

24.5 No Partnership or Agency. Nothing creates a partnership, joint venture, employment relationship or agency between the parties.

24.6 Third-Party Rights. Unless expressly stated otherwise, no person other than the parties may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

25. Governing Law and Jurisdiction

25.1 The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes and claims, are governed by the law of England and Wales.

25.2 The courts of England and Wales have exclusive jurisdiction.

Publication Note

This document is drafted as a strengthened B2B replacement for SwiftERM’s existing website Master Services Agreement. It should be reviewed by SwiftERM’s English commercial/data-protection solicitor before publication, particularly the Data Processing Agreement, attribution methodology, security representations, liability cap and any international data-transfer arrangements.