Terms of Service

1. Acceptance of Terms

By accessing swordtechlabs.com or engaging SwordTechLabs for services, you agree to these Terms of Service. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

These terms govern use of the website and serve as the baseline framework for all client engagements unless superseded by a separately executed Master Services Agreement (MSA) or Statement of Work (SOW), which takes precedence.

2. Services

SwordTechLabs provides software engineering, digital consulting, AI development, cloud infrastructure, and related technical services to businesses. We are a boutique firm and take on a limited number of client engagements at any time.

Descriptions of services on this website are for informational purposes. Specific deliverables, timelines, and pricing are defined in individual Statements of Work executed with each client. Nothing on this website constitutes an offer of services.

3. Client Engagements

3.1 Scoping

Each engagement begins with a paid or complimentary discovery phase to produce a written technical assessment and scoped proposal. No development work begins until a signed Statement of Work and initial payment (where applicable) are received.

3.2 Changes to scope

Changes to the agreed scope require a written change order signed by both parties. We will not commence out-of-scope work without a change order, regardless of verbal instructions.

3.3 Client obligations

You agree to provide timely access to systems, documentation, and personnel necessary for us to perform the services. Delays caused by failure to provide required access may extend timelines and incur additional costs.

3.4 Subcontractors

SwordTechLabs does not use offshore subcontractors or body-shop staffing. All work is performed by our vetted senior engineers. We may engage specialist third-party services (e.g. infrastructure providers) but these do not constitute subcontracted engineering labour.

4. Intellectual Property

4.1 Custom work product

Upon receipt of full payment for an engagement, all custom code, designs, documentation, and other deliverables created specifically for your project are assigned to you. IP transfer is effective at the date of final payment.

4.2 Pre-existing IP and tools

We retain ownership of our pre-existing methodologies, tools, libraries, frameworks, and any general-purpose code developed outside your engagement. Where we incorporate pre-existing IP into your deliverables, we grant you a perpetual, royalty-free, non-exclusive licence to use it as incorporated.

4.3 Open-source components

We may incorporate open-source software into deliverables. All incorporated open-source components will be disclosed and their licences will be compatible with your intended use.

4.4 Portfolio rights

Unless you request otherwise in writing, we reserve the right to list your company name and a general description of the engagement type in our portfolio. We will not disclose project details, code, or proprietary information without your written consent.

5. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with an engagement. We are willing to sign a mutual NDA before any detailed project discussion if requested — simply ask at hello@swordtechlabs.com.

Confidentiality obligations survive termination of an engagement for a period of 3 years, or indefinitely for trade secrets.

6. Payment Terms

Payment terms are specified in each Statement of Work. Our default terms are:

• Invoices are due within 14 days of issue unless otherwise agreed.
• Late payments incur interest at 1.5% per month (18% per annum) from the due date.
• We reserve the right to pause work on an engagement where an invoice is more than 14 days overdue.
• Disputed invoices must be notified to us in writing within 7 days of receipt.

All fees are exclusive of applicable taxes. You are responsible for any sales, use, VAT, or similar taxes applicable in your jurisdiction.

7. Warranties

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. We warrant that we have the right to perform the services and assign any IP as described in Section 4.

This website and its content are provided “as is” without warranty of any kind. We make no representations about the accuracy, completeness, or suitability of website content for any particular purpose.

We do not warrant that software deliverables will be error-free. Our standard engagements include a 30-day post-delivery warranty period during which we will fix material defects at no additional charge.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total liability for any claim arising from an engagement shall not exceed the fees paid by you to us in the 3 months preceding the claim.
• We shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or loss of business.
• Nothing in these terms excludes liability for fraud, gross negligence, death or personal injury caused by our negligence, or any other liability that cannot be excluded by law.

9. Termination

Either party may terminate an engagement at the end of any sprint (typically 2 weeks) by providing written notice before the sprint begins. You are liable for all work completed up to the termination date.

We may terminate immediately for material breach (including non-payment), subject to a 7-day written cure period where the breach is capable of being remedied.

Upon termination, we will deliver all completed work product for which payment has been received.

10. Governing Law and Disputes

These terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws provisions.

For clients in the United Kingdom, any mandatory consumer protections under UK law are not affected by this clause.

The parties agree to attempt to resolve any dispute by good-faith negotiation before initiating formal proceedings. Where formal proceedings are necessary, the parties submit to the exclusive jurisdiction of the courts of Delaware, USA.

11. Contact

Questions about these terms should be directed to: