"Account Owner" means, in the case of an individual entering into these Terms on their own behalf, that individual, or in the case of an individual entering into these terms on behalf of an Entity, that Entity.

“Account User" means each employee, agent or contractor of the Account Owner who uses the Service from time to time.

"Agreement" means the agreement between You and us as set out in these Terms.

"SwiftCount", “we”, “us” or “our” means SwiftCount Inc., which is a corporation incorporated in Ontario, Canada.

“SwiftCount Account” means a current Subscription Plan(s) to the Service.

"Confidential Information" includes all information directly or indirectly made available or exchanged between the parties to this Agreement, whether in writing, electronically or orally, including through use of the Service, and includes any personal information provided or received.

"Data" means any data inputted by You or with Your authority into the Website.

“Entity” means any:

(a) company or corporation;
(b) trust;
(c) limited partnership;
(d) partnership or firm;
(e) agency of any government or authority;
(f) public, territorial or regional authority; or
(g) other incorporated or unincorporated body of persons.

"Intellectual Property Right" means any and all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation:

(a) Patents, trade marks, service marks, copyright, registered designs, trade names, symbols and logos;


(b) Patent applications and applications to register trade marks, service marks and designs; and


(c) Formulae, methods, workflows, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, knowhow, experience, software products, trade secrets, price lists, costing and other information.

"Service" means the online ordering and point of sale services and contract, inventory, purchase order, price list, supply chain and stock management services provided under Your Subscription Plan(s) accessed and used using Your login name and password. These services may be changed or updated from time to time by SwiftCount via the Website. Certain services may be accessed offline, depending on Your Subscription Plan(s)

“Subscription Charges” means the monthly fee (excluding any taxes and duties) payable by You for the Services and Your Subscription Plan in accordance with the quote to You. The charges in the quote are based on a number of factors. If those factors change, we will notify you of the need for a pricing review, and will provide an updated quote at least 20 days’ prior to the increase in charges taking effect.. For the avoidance of doubt:

(a) any such quote will replace any prior pricing arrangements you may have had with SwiftCount; and


(b) the Subscription Charges will not be discounted if, in any month, you do not use all available modules, including the maximum number of Account Users, under Your Subscription Plan.

“Subscription Plan” means the modules selected by an Account Owner which determines the extent and type of Service provided, the maximum number of Account Users permitted to access the Service, and the Subscription Charges.

"Website" means the Internet site at the domain www.swiftcount.com or any other site operated by SwiftCount Inc.

"You" and “Your” means the Account Owner, and where the context permits, an Account User.

3.2 Account Owner obligations:

(a) The Account Owner may use the Services and the SwiftCount Account for the Account Owner’s internal business purposes in relation to the Account Owner’s business only.


(b) The Account Owner must not use, nor allow any person (including any Account User) to use, the Services or the SwiftCount Account in relation to, or for the purposes of, any other business (including the business of any other Entity or individual).


(c) The Account Owner is responsible for determining who can be an Account User and what level of access to the Subscription Plan modules each Account User has.


(d) The Account Owner controls each Account User’s level of access to the SwiftCount Account and Subscription Plan at all times and can revoke or change an Account User’s access, or level of access, at any time and for any reason.


(e) The Account Owner is responsible for all Account Users’ use of the Service, and SwiftCount has no responsibility or liability for the actions of any Account User.


(f) SwiftCount will not be a party to any dispute between an Account Owner and an Account User for any reason.

3.3 Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. All Account Users and Account Owners must change their passwords carefully, and password numbers must not be sequential or easily-identifiable numbers (for example, birthdates, 1-2-3-4 or 1-1-1-1). 

You must immediately notify SwiftCount of any unauthorized use of Your passwords or any other breach of security and SwiftCount will reset Your password and You must take all other actions that SwiftCount reasonably deems necessary. 



When accessing and using the Services, You must:

(a) not attempt to undermine the security or integrity of SwiftCount's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;


(b) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;


(c) not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to access the computer system on which the Services are Hosted;


(d) not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law;


(e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as permitted by law;


(f) not use or permit the use of the Services for the business of any other Entity or individual;


(g) ensure that each Account User is allocated to and used by only one person at any time; and


(h) ensure that each Account User does not access the Services from more than one device at any one time.

3.4 Configuration: You are responsible for Your configuration of the Services and any required hardware and the compatibility of the Services with any required hardware, application or system set up. SwiftCount will provide help desk assistance as set out in these Terms, but SwiftCount is not responsible for any required configuration.

3.5 Paying for the Service

(a) Your Subscription Plan commences when You set up Your SwiftCount Account, select the Service modules you require and submit Your billing details. Your first month’s Subscription Charges are due in full upon commencement of the Subscription Plan.


(b) You authorize SwiftCount to invoice and receive payment from You in advance for Subscription Charges on a monthly basis and in accordance with the quote provided to you, until You terminate Your SwiftCount Account and cease to use the Service. You agree to pay any Subscription Charges incurred during the time that the Service is used or subscribed to, including for any additional modules of the Service that you select during the term of Your use of the Service in accordance with the Subscription Charges Schedule. This obligation to pay the Subscription Charges incurred by You survives the termination of Your use of the Service.


(c) You will pay the Subscription Charges by direct debit, or by credit card if agreed by us. We may require You to provide both direct debit and credit card details as alternative payment methods. In supplying Your bank account and/or credit card details to SwiftCount’s payment service, You authorize SwiftCount to invoice and the payment service provider to process payment of your Subscription Charges and any other outstanding amounts (as applicable) as they become due. If Your payment by one payment method fails, You acknowledge that We are authorized by You to take payment from the alternative payment method You have provided. If You are using SwiftCount outside Canada, You agree to pay SwiftCount by credit card, or such other payment method as notified to You and You agree to pay all fees and currency charges incurred or associated with completing payments so that SwiftCount receives the full amount invoiced. All payments by credit card for Subscription Charges or any other amounts payable to Us will incur a 2.9% surcharge.


(d) All billing is calculated on the basis of whole calendar months. Where a new Subscription Plan module is added to Your SwiftCount Account, any additional costs payable by You will be pro-rated for the remaining period of the calendar month in which you add the Subscription Plan, and will be billed on the basis of whole calendar months going forward.

3.6 Changing Your Subscription Plan: Changing Your Subscription Plan by reducing the modules You subscribe to may cause loss of content, features, or capacity of the Service You receive, and SwiftCount does not accept any liability for losses arising as a direct or indirect consequence of this.

3.7 Refunds: No refunds or credits for Your Subscription Charge will be provided if You elect to downgrade or terminate Your Subscription Plan during a calendar month. In the case of a downgrade, the new Subscription Charge for the downgraded Subscription Plan will apply from the beginning of the calendar month following the month in which the Subscription Plan was downgraded.

3.8 Offline Services: If Your Subscription Plan includes offline Services, you must install the required programmes on Your system. These requirements will be notified to You at the time You select the Services. You will be responsible for the operation of the offline Services and for ensuring all required data is stored in Your system to ensure that the Service can operate correctly.

3.9 Fair use: Your use of the Service must be reasonable and not excessive. SwiftCount (acting reasonably) may determine Your usage to be unreasonable and excessive if on average it materially exceeds the average level of usage of other users in that same period (Excessive Use). If We reasonably consider that Your use is Excessive Use, We will use reasonable endeavours to notify You of the Excessive Use, and You will have three days after the date of that notification to reduce Your usage. 

If You fail to sufficiently reduce Your usage after three days, We may:

(a) immediately suspend, modify or limit You use of the Services; or


(b) charge You for the Excessive Use at a rate determined by SwiftCount, which SwiftCount will notify to You in writing.

3.10 New Services: Requests for new Services or features not currently offered may be made by contacting Us. We will discuss Your requirements and any associated costs with You prior to commencing any work. The timing of any new Services or features will depend on the nature of the request, however We generally aim to provide a solution within 60 days of a request.

3.11 Google shopping and other marketing services:

(a) where Your Subscription Plan includes a marketing service for platforms such as Google Shopping, under which we provide you with marketing services for which you pay an upfront credit for use with the relevant platform, payment of that credit and our management fee (as part of the Subscription Charges) is required in advance. We will not begin providing Services each month until the credit and management fee have been cleared. We will not be liable for any losses You suffer from any delay or failure on our part to begin the marketing services within any specific period of time. We will use our reasonable endeavours to provide the marketing services in accordance with your instructions, however we are not responsible for any outcomes of the marketing services.


(b) The marketing service will run as an ongoing account, with any unused credit from a month being used during the following month, and any credit overspend during a month being deducted against the following month’s credit. We may periodically in our discretion provide You with a credit against your Subscription Charges from any unspent marketing credit from a marketing service.


(c) In using these marketing services for any platform, You may be required to set up an account with the relevant platform and agree to that platform’s terms and conditions. You are solely responsible for compliance with those terms and conditions, and for any losses that You may suffer as a result of breaching those terms and conditions.

(a) it has the authority from the Account Owner to agree to these Terms on behalf of the Account Owner and to access information and give instructions on the Account Owner’s behalf in relation to these Terms;


(b) by registering to use the Service on behalf of the Account Owner, the Authorized Person binds the Account Owner to the performance of any and all obligations (including payment obligations) of the Account Owner under these Terms, without limiting the Authorized Person’s personal obligations under these Terms;


(c) where the Authorized Person pays the Subscription Charges on behalf of the Account Owner, it shall not charge the Account Owner any premium or additional amount for the Services; and
(d) we may rely upon an act in accordance with any instructions received from the Authorized Person, as if they had been made by the Account Owner and without checking the authority of the Authorized Person.

6.2 No liability: SwiftCount is not liable in respect of any act or omission of SwiftCount in reliance on any notice or instructions given by the Authorized Person.

6.3 Removal of Authorized Person: If the Account Owner requests that We do so, We may remove the Authorized Person’s access to the Account Owner’s Subscription Plan and Data.

8.2 Maximum aggregate liability: The maximum aggregate liability of SwiftCount to You for any reason relating to this Agreement, these Terms, the Website or the Service will be limited in respect of any one incident, or series of connected incidents, to the Subscription Charges paid by You in the 12 months prior to the occurrence of the first incident. In relation to any marketing services maximum aggregate liability of SwiftCount to You will be limited in respect of all incidents in any 12 month period, to the management fee portion of the Subscription Charges paid by You in the prior 12 months.

8.3 Exclusive remedy: If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

11.2 Termination for convenience:



If our quote to You (if any) does not specify a minimum term, either party may terminate these Terms and Your SwiftCount Account for convenience by giving written notice to the other party at least 20 days before the end of a calendar month. These Terms and Your SwiftCount Account will then terminate at the expiry of that calendar month. SwiftCount will not provide any refund for any prepaid Subscription Charges on termination. If You terminate these Terms for convenience pursuant to this clause 11.2, You are liable to pay all relevant Subscription Charges up to and including the end of the calendar month in which these Terms were terminated.

11.3 Minimum term: 



If our quote to You specifies a minimum term, these Terms will continue for the minimum term specified in the quote unless:

(a) we terminate these Terms by giving you at least 40 days’ written notice; or


(b) You terminate these Terms by giving us at least 20 days’ written notice in which case You must pay us all relevant Subscription Charges up to and including the end of the minimum term. The parties agree that the purpose of the payment term in this clause 11.3(b) is to reflect and give effect to the minimum term arrangement and is not intended to be punitive.

11.4 Termination for breach: If a Breach Event (as defined below) occurs, SwiftCount may at its sole discretion and without notice to You, take any or all of the following actions:

(a) Terminate this Agreement and Your use of the Services and the Website;


(b) Suspend for any definite or indefinite period of time, Your use of the Services and the Website;


(c) Suspend or terminate access to all or any Data.


(d) Take any of the actions in sub-clauses (a), (b) and (c) of this clause 8(2) in respect of any or all other persons whom You have authorized to have access to Your information or Data.

A “Breach Event” occurs if:

(a) You breach any of these Terms and fail to remedy the breach within 7 days after receiving notice requiring you to do so;


(b) You breach any of these Terms where that breach is not capable of remedy;


(c) You are, become, or are deemed to be, insolvent or bankrupt;


(d) You make an assignment for the benefit of, or enter into or make any arrangement or composition with Your creditors;


(e) You go into receivership or have a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of Your property; or
(f) any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of that other party (other than for the purposes of a solvent reconstruction)

11.5 Data access: Your Data (including any personal information) will only be retained by SwiftCount for up to 60 days after the termination of Your SwiftCount account (unless You request the deletion of Your Data earlier). We will provide reasonable access to You to retrieve and download Your Data during this time, provided that all Subscription Charges owing by You up to the date of termination are paid. This access is for the retrieval and download of Data only, You will receive no other Services after the termination date. All Data will be deleted 60 days after the termination of Your SwiftCount account.

11.6 Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and


(b) immediately cease to use the Services and the Website.

11.7 Survival: Clauses 3, 5, 6, 7, 8, 9, 10, 11, and 12 survive the expiry or termination of these Terms.

12.2 Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

12.3 Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Agreement (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission to the other party).

12.4 No Assignment: You may not assign, pledge or transfer any rights, duties or obligations to any other person except with the previous written consent of SwiftCount.

12.5 Waiver: No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

12.6 Severability: If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement.

12.7 Governing law and jurisdiction: These Terms shall be governed and construed in accordance with the laws of Ontario, Canada, and unless specifically stated otherwise, You and SwiftCount Inc. submit to the non-exclusive jurisdiction of the Courts of Ontario, Canada.

12.8 Notices: All notices given by a party under this Agreement must be in writing and delivered by e-mail. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a business day is deemed not to have been received until the next business day. Notices to SwiftCount must be sent to Support or to any other email address notified by email to You by SwiftCount. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.