These terms govern services provided by ERP Business Solutions, LLC, doing business as Swyft ERP (“Swyft ERP”, “we”, “us”), to the client engaging those services (“you”, “Client”).

Last updated: 23 August 2026

1. Who you are contracting with

Services are provided by ERP Business Solutions, LLC, a Washington limited liability company doing business as Swyft ERP, with its principal place of business at 1511 3rd Avenue, Suite 714, Seattle, WA 98101.

2. How an engagement is formed

Each engagement is defined by a written proposal, statement of work, or order form (each, an “SOW”) that we provide and you accept in writing. The SOW sets out the scope, deliverables, fees, and schedule for that engagement. These terms apply to every SOW unless the SOW expressly says otherwise.

Where an SOW and these terms conflict, the SOW controls for that engagement.

Descriptions of services on this website — including packaged offerings such as Starter Kits and the Implementation Audit — are provided for information. They are not an offer capable of acceptance and do not by themselves create a contract.

3. Fees, invoicing, and expenses

  • Fixed-fee engagements. Where an SOW states a fixed fee, that fee covers the scope described in that SOW. Work outside that scope is handled under section 4.
  • Time-and-materials engagements. Where an SOW is billed hourly or by retainer, we invoice for time actually worked at the rates stated in the SOW.
  • Invoicing and payment. Unless the SOW says otherwise, invoices are payable within thirty (30) days of the invoice date. Undisputed amounts unpaid after that period may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
  • Expenses. Pre-approved travel and out-of-pocket expenses are billed at cost.
  • Taxes. Fees are exclusive of sales, use, and similar taxes, which are your responsibility where applicable.
  • Disputes. Raise any invoice dispute in writing within fifteen (15) days of the invoice date. Undisputed portions remain payable.

4. Changes to scope

ERP projects change. When a request falls outside the agreed scope, we will tell you before doing the work, describe the impact on fees and schedule, and proceed only once you approve in writing. We will not perform out-of-scope work and invoice you for it afterwards.

5. What we need from you

Our timelines assume reasonable cooperation. Specifically, you agree to provide:

  • timely access to the systems, data, and environments required to perform the services, including appropriate NetSuite roles and permissions;
  • a named decision-maker able to answer configuration questions and approve deliverables;
  • availability from the staff who will test and use the system;
  • accurate information about your existing configuration, data, and processes.

Where delays are caused by matters within your control, schedules and fixed-fee assumptions may be adjusted. We will raise this with you rather than absorb it silently or bill for it unannounced.

6. System access and security

Delivering these services usually requires access to your NetSuite account and connected systems. We will request the minimum access needed, use named individual accounts rather than shared credentials wherever the platform allows, and ask you to revoke access when an engagement ends.

You remain the administrator of your own systems. You are responsible for maintaining your own backups and for the security configuration of your account except to the extent an SOW makes that our responsibility.

7. Confidentiality

Each party may receive confidential information from the other. Both parties agree to use such information only to perform or receive the services, to protect it with at least reasonable care, and not to disclose it to third parties except to personnel and subcontractors bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law — in which case the receiving party will give notice where legally permitted.

We will not identify you publicly as a client, or describe your engagement in marketing materials, without your prior written consent.

8. Your data

As between the parties, all data in your systems remains yours. We process it only as needed to deliver the services. Where we hold copies for migration, testing, or backup purposes, we will delete or return them on request at the end of an engagement, subject to any retention we are legally required to maintain.

Our handling of personal information submitted through this website is described in our Privacy Policy.

9. Intellectual property

  • Your materials. You retain ownership of your data, content, and pre-existing materials.
  • Deliverables. On full payment for the relevant SOW, we assign to you ownership of the custom deliverables created specifically for you under that SOW — including bespoke scripts, workflows, reports, and configuration documentation.
  • Our pre-existing materials. We retain ownership of everything we bring to the engagement or develop independently of it, including our methodologies, templates, Starter Kit configurations, tooling, and general-purpose code libraries. Where a deliverable incorporates these, we grant you a perpetual, non-exclusive, worldwide licence to use them as part of that deliverable in your business.
  • Know-how. Nothing here prevents us from using the general skills, experience, and knowledge gained during an engagement.

10. Third-party software and licensing

Swyft ERP is an independent consultancy. We are not a reseller of Oracle NetSuite and we do not sell, warrant, or control NetSuite licences or any other third-party software. Your licence relationship for NetSuite and for any integration platform is with that vendor directly, on that vendor’s terms.

We may advise on module selection or contract terms as an independent party acting on your behalf. That advice is our professional opinion and does not make us a party to your vendor agreements.

11. Subcontractors and personnel

We may use qualified subcontractors, who are bound by confidentiality obligations no less protective than these terms. We remain responsible for their work as if it were our own.

12. Non-solicitation

During an engagement and for twelve (12) months afterwards, neither party will knowingly solicit for employment any individual who was directly involved in delivering or receiving the services, without the other party’s written consent. General public job advertising is not a breach of this section.

13. Warranties

We warrant that the services will be performed in a professional and workmanlike manner by personnel with appropriate skills and experience. If services fail to meet that standard and you notify us in writing within thirty (30) days of delivery, we will re-perform the affected work at no additional charge. That re-performance is your exclusive remedy for a breach of this warranty.

Except as expressly stated in these terms or an SOW, the services and deliverables are provided without other warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that any system will be uninterrupted or error-free, and we do not warrant the performance of third-party software.

14. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss of or damage to data, even if advised of the possibility.

Each party’s total aggregate liability arising out of or relating to an SOW will not exceed the total fees paid by you to us under that SOW in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to a party’s breach of confidentiality obligations, your obligation to pay fees due, or liability that cannot be limited or excluded under applicable law.

15. Term and termination

An engagement continues until the SOW is completed or terminated. Either party may terminate an SOW for convenience on thirty (30) days’ written notice, or immediately if the other party materially breaches these terms and fails to cure the breach within fifteen (15) days of written notice.

On termination you will pay for services performed and expenses incurred up to the effective date, and we will deliver work completed to that point. Sections covering confidentiality, data, intellectual property, warranties, limitation of liability, and governing law survive termination.

16. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, failures of third-party platforms or telecommunications, and governmental action. Payment obligations for work already performed are not excused.

17. Governing law and disputes

These terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for at least thirty (30) days.

18. General

  • Independent contractor. We act as an independent contractor. Nothing here creates a partnership, joint venture, agency, or employment relationship.
  • Assignment. Neither party may assign an SOW without the other’s written consent, except to a successor in connection with a merger or sale of substantially all assets.
  • Entire agreement. These terms together with the applicable SOW form the entire agreement for that engagement and supersede prior discussions on its subject matter.
  • Severability. If any provision is held unenforceable, the remainder stays in effect.
  • Waiver. Failure to enforce a provision is not a waiver of it.
  • Notices. Notices must be in writing and sent to the addresses in the SOW, or to us at the address in section 19.

19. Changes to these terms

We may update these terms from time to time. The version in effect when your SOW is signed governs that engagement; changes published afterwards do not alter an engagement already underway. The current version is always available at this address, with the effective date shown at the top.

20. Contact

Questions about these terms:
ERP Business Solutions, LLC dba Swyft ERP
1511 3rd Avenue, Suite 714
Seattle, WA 98101
[email protected] · 971-376-5705