Terms of Service

Last updated: July 2, 2026

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and SWDESIGNS LLC, a company organized under the laws of the United States with its principal place of business at 7533 S Center View Ct, West Jordan - 84084-5526, United States. By accessing or using our website at https://www.swdesigns.autos, engaging our professional services, or otherwise interacting with SWDESIGNS LLC, you agree to be bound by these terms. If you do not agree, you must discontinue use immediately.

1. Definitions

For the purposes of these Terms, the following definitions apply:

• Company, we, us, or our refers to SWDESIGNS LLC.
• Services refers to the computer systems design, integration, software engineering, cybersecurity, cloud architecture, managed operations, and consulting services described on our website and memorialized in individual statements of work.
• Website refers to the site accessible at https://www.swdesigns.autos and all subpages.
• Client, you, or your refers to the individual or entity accessing the Website or contracting for Services.
• Statement of Work or SOW means a written document executed by both parties that defines the scope, deliverables, timeline, fees, and terms applicable to a specific Services engagement.

2. Acceptance of Terms

By accessing the Website, you represent that you are at least 18 years of age and possess the legal capacity to enter into binding agreements. If you are using the Website or Services on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

We reserve the right to modify these Terms at any time. Material changes will be communicated by posting the updated version on this page with a revised effective date. Continued use of the Website or Services after modifications are posted constitutes acceptance of the revised terms. We recommend reviewing this page periodically.

3. Services and Engagement

SWDESIGNS LLC provides professional computer systems design and integration services. The scope, deliverables, and commercial terms for any specific engagement are defined in a mutually executed Statement of Work. No binding obligation to deliver Services arises from website browsing, email inquiry, or consultation alone — only from a signed SOW or equivalent written agreement.

Each SOW will specify, at minimum: the services to be performed, deliverables and acceptance criteria, project timeline and milestones, fee structure and payment schedule, assumptions and dependencies, and any client responsibilities required to enable service delivery. In the event of conflict between these Terms and an executed SOW, the SOW governs with respect to that specific engagement.

4. Intellectual Property

Our Intellectual Property: The Website, including all content, text, graphics, logos, icons, code, and the selection and arrangement thereof, is owned by or licensed to SWDESIGNS LLC and is protected by United States and international copyright, trademark, and intellectual property laws. The SWDESIGNS name, the SW logo, and related marks are trademarks of SWDESIGNS LLC. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Website content without our express prior written consent.

Work Product: Unless otherwise specified in the applicable SOW, deliverables created specifically for a client during the course of an engagement are owned by the client upon full payment of all fees due. SWDESIGNS LLC retains ownership of pre-existing tools, libraries, frameworks, methodologies, and general knowledge developed independently of the engagement. We grant the client a perpetual, irrevocable, royalty-free license to use any pre-existing materials incorporated into the deliverables to the extent necessary to use the deliverables for their intended purpose.

5. Client Responsibilities

Successful delivery of Services depends on timely client cooperation. Clients agree to:

• Provide accurate and complete information about their technical environment, requirements, and constraints
• Grant necessary access to systems, facilities, and personnel as reasonably required to perform the Services
• Designate a point of contact authorized to make decisions and provide approvals during the engagement
• Review deliverables within agreed review periods and provide consolidated feedback
• Maintain appropriate backup and recovery procedures for client-owned systems prior to any change activity
• Comply with all applicable laws and regulations in connection with their use of the Services

Delays caused by the client's failure to meet these responsibilities may result in schedule adjustments and additional fees, as defined in the applicable SOW.

6. Fees and Payment

Fees for Services are set forth in the applicable SOW. Unless otherwise stated, all fees are quoted and payable in United States dollars. Payment terms are net thirty days from invoice date unless a different schedule is specified in the SOW.

Late payments accrue interest at the lesser of 1.5 percent per month or the maximum rate permitted by applicable law. SWDESIGNS LLC reserves the right to suspend work if invoices remain unpaid beyond sixty days and the client has not communicated a good-faith dispute or arranged an alternative payment schedule in writing. The client is responsible for all sales, use, value-added, and similar taxes applicable to the Services, except for taxes based on our net income.

7. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and to use it solely for the purpose of performing obligations or exercising rights under these Terms and any applicable SOW. Confidential Information means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party prior to disclosure; is independently developed by the receiving party without use of the disclosing party's Confidential Information; or is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party to allow an opportunity to seek a protective order.

8. Limitation of Liability

To the fullest extent permitted by applicable law, SWDESIGNS LLC's total aggregate liability arising out of or related to these Terms or any Services engagement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid by the client to SWDESIGNS LLC under the applicable SOW during the twelve months preceding the event giving rise to the claim.

In no event shall SWDESIGNS LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation lost profits, lost revenue, lost data, business interruption, or reputational harm, regardless of the theory of liability and even if advised of the possibility of such damages.

The limitations in this section shall not apply to: liability arising from gross negligence or willful misconduct; liability that cannot be limited or excluded under applicable law; or breaches of confidentiality or intellectual property obligations.

9. Warranty Disclaimer

The Website is provided on an AS IS and AS AVAILABLE basis. SWDESIGNS LLC makes no representations or warranties of any kind, express or implied, regarding the operation of the Website or the information, content, or materials included therein. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

With respect to Services, SWDESIGNS LLC warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Any warranty claims must be raised in writing within thirty days of the delivery of the applicable service or deliverable. The client's sole and exclusive remedy for breach of this warranty is re-performance of the non-conforming Services or, at our option, a refund of the fees attributable to the non-conforming portion.

10. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: the indemnifying party's breach of these Terms or an applicable SOW; the indemnifying party's negligence or willful misconduct; or infringement of third-party intellectual property rights by materials provided by the indemnifying party.

11. Termination

Either party may terminate a Services engagement for material breach if the breaching party fails to cure the breach within thirty days of receiving written notice describing the breach in reasonable detail. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations.

Upon termination: the client shall pay for all Services performed through the effective date of termination; each party shall return or destroy the other party's Confidential Information; and provisions that by their nature should survive termination — including confidentiality, intellectual property, limitation of liability, and dispute resolution — shall continue in effect.

12. Governing Law and Dispute Resolution

These Terms and any Services engagement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before initiating formal legal action, the parties agree to attempt to resolve any dispute through good-faith negotiation. If negotiation does not resolve the dispute within thirty days, either party may pursue remedies in the state or federal courts located in Salt Lake County, Utah. Each party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

13. General Provisions

Entire Agreement: These Terms, together with any executed SOW, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions, representations, and agreements.

Severability: If any provision of these Terms is held unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

Waiver: No failure or delay in exercising any right under these Terms shall operate as a waiver. Any waiver must be in writing and signed by the waiving party.

Assignment: Neither party may assign its rights or obligations under these Terms without the other party's prior written consent, except that SWDESIGNS LLC may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this provision is void.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of war or terrorism, epidemics, government orders, internet or utility outages, and labor disputes not of its own making.

Notices: All notices under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by certified mail to the addresses set forth in the applicable SOW. Notices to SWDESIGNS LLC shall be directed to office@swdesigns.autos.

14. Contact

For questions about these Terms or to discuss a Services engagement, please contact:

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