Terms of Business

Date updated: 12/01/2025

Company Name: Swell
Registered Address: 9 Bond Street, St Helier, Jersey, JE23NP
Email: info@swell.je

1. Definitions

In these Terms of Business (“Terms”):

“Swell”, “we”, “our”, “us” means Swell, registered and operating in Jersey.

“Client”, “you”, “your” means the business entity purchasing or using our services or software.

“Agreement” means the contract formed between Swell and the Client incorporating these Terms, any proposal, order form, or service description agreed in writing.

“Services” means any software, subscription, consultancy, development, or related service provided by Swell.

“Platform” means Swell’s proprietary software or digital platform, including any associated APIs, integrations, and content.

2. Scope of Agreement

These Terms govern all dealings between Swell and the Client in respect of any software, products, or services supplied.

By engaging Swell, signing a proposal, or using our software, the Client accepts these Terms in full.

Any alternative terms proposed by the Client will have no effect unless expressly agreed in writing by an authorised Swell representative.

3. Services and Deliverables

Swell will provide the Services described in the relevant order or statement of work.
We will perform these Services with reasonable skill and care consistent with industry standards.

Unless otherwise agreed, delivery dates are estimates only and time shall not be of the essence.

4. Software and Platform Access

4.1. Licence
Swell grants the Client a non-exclusive, non-transferable, revocable licence to use the Platform for the duration of the subscription or contract period, subject to compliance with these Terms.

4.2. Restrictions
The Client must not:

Copy, modify, reverse-engineer, or decompile the software;

Use the Platform to store or distribute unlawful material;

Resell or sublicense the Platform to third parties without written consent.

4.3. Availability
Swell aims to maintain reasonable uptime but does not guarantee uninterrupted access. Planned maintenance will be notified in advance where possible.

5. Client Obligations

The Client agrees to:

Provide accurate and complete information necessary for Swell to perform its obligations.

Obtain all internal approvals necessary to enter this Agreement.

Ensure that its employees and authorised users comply with these Terms.

Refrain from using the Services for unlawful, unethical, or misleading purposes.

6. Fees and Payment

6.1. Fees
All fees will be set out in the applicable proposal, order, or pricing schedule. Fees are exclusive of applicable taxes unless otherwise stated.

6.2. Payment Terms
Invoices are payable within 30 days of the invoice date, unless otherwise agreed.

6.3. Late Payment
Swell reserves the right to charge interest on overdue amounts at 5% above the Bank of England base rate per annum and to suspend Services until payment is received.

6.4. No Withholding
The Client may not withhold or set off any payment due under this Agreement for any reason.

7. Intellectual Property

7.1. Ownership
All intellectual property rights in the Platform, software, and any materials created by Swell remain the sole property of Swell (or its licensors).

7.2. Client Materials
The Client retains ownership of data or materials it provides to Swell but grants Swell a non-exclusive, royalty-free licence to use such materials solely for providing the Services.

7.3. Developed Work
Unless otherwise agreed in writing, any custom development or configuration performed by Swell forms part of Swell’s intellectual property and is licensed, not transferred, to the Client.

8. Confidentiality

Both parties shall treat all confidential information disclosed during the course of the Agreement as confidential and shall not disclose such information to any third party without prior written consent, except as required by law.

9. Data Protection

Each party shall comply with applicable data protection laws, including the Data Protection (Jersey) Law 2018 and the EU/UK GDPR where applicable.

Swell’s processing of personal data is governed by its Privacy Policy, available at www.swell.to/privacy-policy

The Client warrants that it has obtained all necessary consents for any personal data provided to Swell.

10. Warranties and Disclaimers

Swell warrants that it will provide the Services with reasonable skill and care.

Except as expressly stated, all warranties, representations, and conditions (statutory or implied) are excluded to the fullest extent permitted by law.
Swell does not warrant that the software will be error-free or uninterrupted.

11. Limitation of Liability

To the fullest extent permitted by law:

Swell’s total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by the Client in the 12 months preceding the claim.

Swell shall not be liable for indirect, consequential, or economic loss, including loss of profit, business, goodwill, or data.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or other liability which cannot lawfully be excluded.

12. Term and Termination

12.1. Term
This Agreement shall commence on the date of acceptance and continue for the term stated in the proposal or until terminated in accordance with this clause.

12.2. Termination for Convenience
Either party may terminate with 30 days’ written notice at the end of any subscription or renewal period.

12.3. Termination for Cause
Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy such breach within 14 days of notice.

12.4. Effect of Termination
Upon termination, all licences shall cease and the Client shall immediately pay any outstanding fees. Confidentiality and limitation of liability clauses shall survive termination.

13. Force Majeure

Neither party shall be liable for delay or failure to perform obligations caused by events beyond reasonable control, including acts of God, war, terrorism, or government actions.

14. Assignment

The Client may not assign or transfer this Agreement without Swell’s prior written consent. Swell may assign or subcontract its obligations provided service quality is not materially affected.

15. Notices

Notices shall be in writing and sent by email or post to the contact details set out above. Notices are deemed received:

On the same business day if sent by email before 5pm; otherwise, the next business day; or Within two business days if sent by post within Jersey or the UK.

16. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or discussions.

17. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Jersey. The parties submit to the exclusive jurisdiction of the courts of St Helier, Jersey.