Last updated: 3 July 2026
The following terms and conditions apply to all services provided by Swarm Labs IO Ltd ("Swarm Labs", "we", "us", "our"), a company registered in England and Wales (company number 17048541) with its registered office at Beehive Lofts, Beehive Mill, Jersey Street, Manchester, England, M4 6JG, to the Client.
1. Acceptance and changes to these terms
1.1 Acceptance: these Terms and Conditions govern all services provided by Swarm Labs. By signing a proposal, paying any invoice or advance fee, or otherwise instructing us to proceed with work, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions.
1.2 Changes: we reserve the right to amend these Terms and Conditions from time to time. Any amendments will be communicated to you via email and/or by notice on our website at least fourteen (14) days before the changes take effect. It is your responsibility to review the amended terms.
1.3 Deemed acceptance: your continued use of our services after the effective date of any amended terms constitutes acceptance of those amendments. If you do not agree, you must notify us in writing within the fourteen (14) day notice period and cease using our services before the amendments take effect.
1.4 Priority of documents: in the event of any conflict between these Terms and Conditions and the specific terms set out in a signed contract, proposal, quotation or Statement of Work, the specific terms of that agreement take precedence, except in relation to pricing, renewal fees, cancellation terms and ongoing service charges, which are governed by the most recent version of these Terms and Conditions unless a later written agreement signed by both parties expressly states otherwise.
2. Fees, payments and billing
2.1 Charges and quotations: charges for services are detailed in the project proposal sent to the Client. Unless otherwise specified, quotations are valid for up to thirty (30) days from the date of issue, after which we reserve the right to revise or withdraw the proposal. We may issue an invoice for the final amount as the project approaches completion; the invoice must be settled before the agreed live date.
2.2 Payment methods: payments are accepted via bank transfer, credit/debit card or Direct Debit. Bank transfer payments are accepted for one-off or annual payments; monthly or recurring services must be paid via Direct Debit or card.
2.3 Larger projects: unless otherwise agreed, all development projects require an advance payment, specified in the proposal. The remaining balance is due in subsequent milestone payments and/or before the project goes live, as outlined in the proposal. Deposits are non-refundable, reflecting the allocation of resources and initial project work.
2.4 Ongoing support and ad hoc tasks: unless the Client has an active support contract, ad hoc tasks are invoiced upon acceptance of the task and charged at our current hourly rate with a minimum billing period. Small tasks and ongoing support are excluded from any cooling-off period.
2.5 Payment terms: invoices are sent electronically and are due immediately upon receipt unless otherwise specified in writing. Completed work will not go live until full payment has been received. Unpaid accounts, in the absence of a valid dispute, may incur late payment charges and be subject to the arrears provisions below.
2.6 Cooling-off: upon entering into a contract with Swarm Labs, Clients are entitled to a fourteen (14) day cooling-off period from the date of contract signing, excluding (a) small tasks, (b) tasks covered under ongoing support, or (c) situations where the cooling-off period has been expressly waived. If a project commences earlier than scheduled at the Client's request, this constitutes a waiver of the cooling-off period. Once the cooling-off period has elapsed without cancellation, all outlined initial payments become due.
2.7 Cancellation: Clients may cancel before completion; the initial deposit is non-refundable, and if the project is near completion we reserve the right to invoice for the full project amount. For fixed-term contracts, cancelling before the end of the term requires payment of the remainder of the contract. Written notice is required to initiate any cancellation, sent to info@swarmlabs.io. A notice is only effective once receipt has been confirmed in writing by a member of our team; automated acknowledgements do not constitute confirmation. If no acknowledgement is received within three (3) working days, the Client must follow up.
2.8 Refunds and unused services: in accordance with UK consumer law, refunds are not available for work or services performed in line with the original work order. For ongoing or subscription services, fees remain payable whether or not the service is actively used; it is the Client's responsibility to notify us in writing if they no longer wish to continue with a service.
2.9 Price adjustments: we reserve the right to review and increase our fees annually, taking into account changes in the UK Consumer Prices Index (CPI). We may also apply proportionate fee increases where our direct operating costs materially rise (for example hosting, software licensing or third-party service fees). Any such increase will be notified to you in advance.
3. Development
3.1 Resolution of ambiguities: where there is ambiguity regarding the design or functionality of an application, we will consult with the Client to resolve it. Our approach is to seek the simplest and most efficient solution that balances quality and effectiveness.
3.2 Recommendations: should we identify potential improvements or necessary deviations from the agreed plan, we will recommend these to the Client. If the Client opts for a different approach that deviates from our recommendations, any additional work or costs incurred due to that decision will be subject to additional charges.
3.3 Support for custom applications: custom applications developed from scratch require an active maintenance contract for ongoing support and bug fixes. Swarm Labs will not provide ongoing support for these applications in the absence of such a contract.
3.4 Adjustments to scope and cost: if a specific feature requires considerably more effort than initially anticipated, we will inform the Client of the potential impact on cost and timeline, and will seek approval before undertaking any additional work that exceeds the original scope and estimates.
4. Deadlines and estimated timeframes
4.1 Deadlines are guides for when we expect a project or task to be completed, unless a specific deadline is agreed with the Client. We are committed to delivering within agreed timescales provided all payments are up to date. No compensation will be provided if a project is not delivered within a deadline, unless a different agreement is in place in advance.
4.2 Estimated timeframes are provided as guidance based on the average time taken to deliver similar projects. The most common causes of delay are scope creep and delays in receiving content, access or feedback from the Client.
4.3 If a specific deadline is agreed, it will be specified in the proposal. Swarm Labs will not be responsible for delays where feedback or required materials from the Client are repeatedly delayed and require follow-up from our team.
4.4 Client responsibilities: we expect the Client to appoint a single primary contact to assist with any requirements necessary to complete the project efficiently. Changes to the agreed scope after commencement are likely to involve additional costs and may cause delays.
4.5 Scope creep: any changes in project scope identified by either party will be communicated and documented promptly. Before undertaking additional work, we will provide an estimate of the additional time and costs involved; Client approval must be obtained in writing. Scope changes can extend timelines and affect resourcing, and additional charges may apply for work outside the original scope.
5. Client review
Clients will be invited to review and provide feedback at key milestones, such as post-initial design and pre-launch. Feedback or approval should be communicated in a clear written format within fourteen (14) days of material being presented for review. If no feedback is received within this timeframe, the materials will be deemed accepted and approved.
5.1 Resolution of discrepancies: if you are dissatisfied with any aspect of our service, please send a comprehensive list of concerns in a single communication to info@swarmlabs.io. We are committed to addressing issues deemed reasonable and within the original scope of work within thirty (30) days.
6. Inherited projects
"Inherited projects" are those originally developed by another provider, acquired from another entity, or transferred from another platform. Swarm Labs accepts no responsibility or liability for the existing functionality of inherited projects. While we will make every effort to work with and enhance them, the quality and structure of the original build are beyond our control, and work required to resolve issues or make changes will likely incur additional costs and may necessitate a separate maintenance contract. We will communicate transparently about the state of an inherited project on our initial evaluation, including limitations, challenges and estimated costs.
7. Client content and materials
7.1 The Client must provide all necessary content, data, access and information in a timely and organised manner. Delays in providing required materials that stall project progress entitle Swarm Labs to impose a surcharge and/or place the project on hold.
7.2 Swarm Labs is not responsible for proofreading or correcting errors in content provided by the Client; the Client is solely responsible for its accuracy. Placeholder content may be used during development while final content is awaited, and the Client is responsible for reviewing and replacing all placeholder content before launch.
7.3 The Client is responsible for obtaining the appropriate rights and permissions for all provided materials. Swarm Labs assumes no liability for copyright or rights infringements related to Client-supplied materials.
8. Design and development credit
Swarm Labs typically includes a discreet credit on applications and websites we develop, in keeping with the overall aesthetics of the product. Clients may request removal of this credit in writing; where the credit is removed at the Client's request, we reserve the right to charge a nominal fee, not exceeding £250, to compensate for the loss of marketing exposure. Swarm Labs also retains the right to feature completed work in our portfolio, in a manner that respects Client confidentiality and proprietary information.
9. Additional expenses
The Client agrees to reimburse Swarm Labs for additional expenses that are essential, outside the initial project scope, and necessary for the successful completion of the project, for example specific fonts, stock assets, third-party licences or API costs. We will provide prior notification and seek approval before incurring such costs, and all additional expenses will be itemised in invoicing. A cap or pre-approved budget for additional expenses can be agreed at the outset.
10. Testing and compatibility
10.1 We design and test web applications for a functional and satisfactory experience on the latest versions of the major browsers (Google Chrome, Mozilla Firefox, Microsoft Edge, Apple Safari) and on default mobile browsers (Chrome for Android, Safari for iOS). Testing on additional browsers or devices is available at extra cost.
10.2 It is not feasible to ensure perfect functionality across all software and operating systems. If an issue is common across two or more of the main browsers, its resolution is included in the initial development cost; issues isolated to a single browser may incur additional charges, unless otherwise agreed in writing.
10.3 Post-handover, Swarm Labs is not responsible for functionality affected by new browser versions, operating system updates or third-party API changes; any necessary adaptations will be quoted separately.
10.4 Our responsive design approach uses industry-standard breakpoints to adapt layout and functionality across screen sizes. The experience will not be identical across all devices; adjustments for specific devices can be implemented at additional cost.
10.5 Before go-live we complete a due diligence checklist covering functionality testing, performance review, security checks and compliance scanning. Client-supplied content is assumed to be final and is not subject to our review process.
11. Complimentary 30-day post-launch support
Following live deployment, Swarm Labs will provide up to four (4) hours of support at no additional cost for thirty (30) days, covering technical assistance and rectification of errors or deficiencies within the original scope. Requests for enhancements or additional services beyond the initial scope are not covered and will be billed at our standard rates. Support requests raised within the 30-day window remain eligible even if resolution extends beyond it; requests initiated after the period require an active support contract or an individual quotation.
12. Intellectual property
12.1 Client content and data: the Client retains full ownership of all content and data they supply or that is generated through their use of an application we build or operate. Where we host an application, we will provide access to the Client's data as part of the service agreement.
12.2 Custom code licensing: where services are provided on a licensed or subscription basis, Swarm Labs grants the Client a licence to use the custom software we develop for as long as the agreed payments are maintained; intellectual property rights in that software remain with Swarm Labs. If the Client ends the relationship, licensed components may be removed, which may affect functionality.
12.3 Copyright transfer: for project work, copyright in the unique combination of elements constituting the project remains with Swarm Labs until full payment is received. Upon full payment, copyright in the deliverables passes to the Client as set out in the proposal.
12.4 Reuse: Swarm Labs reserves the right to reuse general-purpose components, libraries, tooling and techniques (excluding the Client's confidential information and Client-specific business logic) in future projects and products, unless an alternative agreement is made with the Client.
12.5 Open source: deliverables may incorporate open-source software, which remains governed by its own licences.
13. Confidentiality
13.1 Confidential information is any data or information, oral or written, treated as confidential that a party obtains during the term of the agreement, including information related to business operations, client details and proprietary technologies.
13.2 Both parties agree not to disclose confidential information obtained from the other party unless required to do so for business purposes related to this agreement.
13.3 Information is not confidential if it is already publicly known, received from another source without a breach of confidentiality, or independently developed without access to the confidential information.
13.4 If a party is legally compelled to disclose confidential information, it must provide the other party with prompt notice and disclose only the minimum necessary, unless legally obliged to keep the disclosure confidential.
13.5 Upon termination of the agreement, confidential information must be returned or destroyed as directed by the disclosing party.
14. Third parties
14.1 Third-party hosting and deployment: if the Client wishes to arrange their own hosting, this must be discussed beforehand as restrictions may apply, and payment is required in full before source files are released. If we deploy to a third-party environment, we require appropriate temporary access; additional fees may apply if the third-party provider requires assistance for subsequent configuration or issues.
14.2 Exclusivity: where Swarm Labs has developed and is actively supporting an application, no other third-party developers may work on it without our prior written consent. If third-party access is agreed, an NDA is required, a backup should be taken, and a development environment should be used (subject to additional fees). Issues arising from third-party work are the responsibility of that third party; assistance from Swarm Labs to fix such issues will be charged.
14.3 Contractors: Swarm Labs reserves the right to engage vetted third-party contractors or freelancers to fulfil project requirements or meet deadlines. All are bound by confidentiality agreements, and responsibility for project outcomes and quality remains with Swarm Labs.
14.4 Third-party services and APIs: applications we build may depend on third-party services, platforms and APIs whose availability, pricing and behaviour are outside our control. Swarm Labs is not liable for changes to, or failures of, third-party services; work required to adapt to such changes will be quoted separately or covered under a support contract.
14.5 Credentials and licences: the Client does not have permission to view, copy, store or benefit from any licences, API keys or credentials that do not explicitly belong to them. On migration away from Swarm Labs, proprietary licences and keys registered to Swarm Labs cannot be reused and will be removed; the Client may need to purchase their own equivalents.
15. Arrears
15.1 In the event of an outstanding payment, the Client's account will be considered in arrears until full payment is received. Swarm Labs reserves the right to suspend any and all services under the Client's account until full payment has been received.
15.2 Accounts in arrears may be subject to overdue fees calculated on the outstanding amount and duration, and services will renew at current standard pricing (any legacy pricing lapses after suspension for non-payment).
15.3 Swarm Labs accepts no responsibility for consequences resulting from suspension of services due to non-payment, including loss of revenue, data, business operations or reputational damage. Clients in arrears agree to pay reasonable expenses, including legal fees and third-party collection costs, incurred in enforcing these terms.
16. Termination
16.1 Service remains ongoing unless the Client exercises their right to terminate. Termination must be requested by the primary contact on the account and in writing; the notice period begins only once written confirmation is received. For existing services, the Client must provide written notice no less than thirty (30) days before renewal, otherwise the full amount of the next billable period becomes due. For services in development, the Client will be invoiced for all work completed up to the date notice was given; where a project is within fourteen (14) days of delivery, Swarm Labs reserves the right to request full payment on cancellation.
16.2 Off-boarding: in most instances additional work is required to migrate a service away from Swarm Labs, such as licence removal, backups, application handover, documentation and liaising with third parties. A quotation will be provided for each circumstance. Under no circumstances may the Client continue using licences registered to Swarm Labs unless an agreement has been reached.
16.3 Projects operating at a loss: where a project is identified as operating at a financial loss, we will raise the risks with the Client and may request renegotiation. If agreement cannot be reached within thirty (30) days, Swarm Labs reserves the right to terminate the contract without implied fault from either party; we will be entitled to payment for work completed to date, and the Client is entitled to any non-proprietary work completed under their project.
17. Indemnity and liability
17.1 All Swarm Labs services may be used for lawful purposes only. You agree to indemnify and hold Swarm Labs harmless from any claims resulting from your use of our services that damages you or any other party.
17.2 While Swarm Labs will not engage in any malicious or intentionally damaging actions, we cannot guarantee that our products or services will be error-free or fully functional at all times, and we cannot be held liable for damages including lost profits, sales, savings, reputation, or other incidental, consequential or special damages arising from the operation of, or inability to operate, our software and services, even if advised of the possibility of such damages.
17.3 The entire liability of Swarm Labs to the Client in respect of any claim whatsoever, or breach of this agreement, whether or not arising out of negligence, shall be limited to the charges paid for the services under this agreement in respect of which the breach has arisen.
18. Data protection
Swarm Labs upholds the principles of the UK GDPR. The handling of data is detailed in our Privacy Policy. Where we act as a data processor for a Client, we will: process personal data strictly according to the Client's instructions as data controller; treat all data with confidentiality; and assist the Client in fulfilling their GDPR obligations, particularly concerning security of processing, breach notification and data protection impact assessments. Where analytics or tracking are employed in an application we build, we will implement appropriate consent mechanisms on request. GDPR compliance work falls under any pre-existing support contract; in its absence we reserve the right to charge for additional compliance measures.
19. General
These Terms and Conditions constitute the entire agreement between the Client and Swarm Labs, superseding all prior representations, agreements, negotiations or understandings, whether written or oral. Acceptance is confirmed upon signature of a contract, payment of an advance fee, or making a payment online.
20. Governing law and severability
This agreement shall be governed by English law. If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.