SwiftRegistry Terms of Service

Business-to-business terms for professional users of the SwiftRegistry platform.

DRAFT FOR SOLICITOR REVIEW. These terms are intended for business customers only. Liability, pricing/order mechanics and the immutable-data issue in the DPA require final legal and commercial approval before use.

These Terms of Service (Terms) govern access to and use of SwiftRegistry. By creating an organisation account, accepting an order form that refers to these Terms, or otherwise using the Service on behalf of a business, the Customer agrees to these Terms.

SwiftRegistry is operated by Red Swift Systems Ltd, registered in England and Wales under company number 14891467, with its registered office at 2nd Floor College House, 17 King Edwards Road, Ruislip, London HA4 7AE, United Kingdom.

1. Definitions

Customer means the business, professional practice or other organisation named in the relevant account or Order. Client Company means a company whose register or related records the Customer maintains using the Service. Customer Data means data and records submitted to, created in or maintained through the Service on behalf of the Customer or a Client Company. Order means any order form, subscription page or other written commercial arrangement referring to these Terms. Service means the SwiftRegistry software service and associated functionality made available by Red Swift Systems Ltd.

2. Business use only

2.1 The Service is supplied for business and professional use. It is not offered to consumers acting wholly or mainly outside their trade, business, craft or profession.

2.2 The individual accepting these Terms for a Customer confirms that they have authority to bind that Customer.

3. What SwiftRegistry does

3.1 SwiftRegistry provides software for maintaining a company's register of members and the record book around it, including share certificates, allotments, transfers, rectifications, inspection copies and an evidence chain recording statutory events.

3.2 The Service is a record-keeping system. It is not a Companies House filing service. Nothing entered into SwiftRegistry is filed with Companies House unless a separate filing service is expressly agreed in writing.

3.3 The Service does not provide legal, tax, accounting or company-secretarial advice. It does not determine whether an allotment has been validly authorised, whether stamp duty is payable, whether a transfer is permitted by a company's articles, whether a request to inspect a register is valid, or whether any other legal requirement has been met.

3.4 The register of members has legal and evidential significance under the Companies Act 2006. SwiftRegistry records the register and related evidence; it does not adjudicate competing claims to ownership or guarantee the legal validity of an underlying transaction.

4. Customer responsibility for the record

4.1 The Customer is responsible for the accuracy, completeness, lawfulness and authority of the information and instructions it enters or causes to be entered into the Service.

4.2 The Service may reject technically invalid or incomplete operations, but it cannot determine whether a plausible-looking entry describes an event that actually occurred.

4.3 The Customer remains responsible for all statutory filings, notices, approvals, consents, tax and stamp-duty requirements, deadlines, inspection obligations and record-location requirements that apply to the Client Company.

4.4 Where the Customer transcribes an existing paper, spreadsheet or legacy register into the Service, the Customer is responsible for reviewing the transcription before opening the register and for deciding whether historic information, including addresses, may lawfully be retained, used or disclosed.

4.5 The Customer must ensure that it has authority from each Client Company to maintain its records in the Service and to give Red Swift Systems Ltd processing instructions in relation to those records.

5. What the evidence chain proves

5.1 The evidence chain is designed to make changes to recorded statutory events visible. Once an event is committed to the evidence chain, the original entry is not silently overwritten or removed through ordinary application functions.

5.2 Where a record is cryptographically anchored, the anchoring is intended to provide independent evidence that a commitment to that record existed no later than the anchoring time.

5.3 The evidence chain does not prove that the facts entered were true, that an event legally occurred, or that the date stated for the underlying event is the date on which the event was recorded or anchored.

5.4 A historic transfer dated, for example, 2020 but first transcribed or entered in 2026 is evidence of a record made in 2026 about an event said to have occurred in 2020; it is not evidence that the record existed in 2020.

5.5 No particular anchoring interval or frequency is promised unless expressly stated in an Order.

6. Corrections and rectification

6.1 The Service is designed to preserve history. Where a committed record requires correction, the correction is recorded as a new event linked to the earlier entry rather than silently replacing the earlier entry.

6.2 Draft registers may be edited or discarded before they are opened. Once statutory events have been committed to the evidence chain, different technical and legal constraints apply, as described in the Data Processing Agreement and Privacy Notice.

7. Accounts and access

7.1 The Customer must keep account credentials confidential, use reasonable security practices and promptly remove or restrict access when a user no longer requires it.

7.2 The Customer is responsible for activity carried out through its accounts except to the extent caused by Red Swift Systems Ltd's breach of these Terms or failure to apply agreed security measures.

7.3 Red Swift Systems Ltd may suspend access where reasonably necessary to address a security incident, unlawful use, material breach, non-payment, or a risk to the Service or other customers. Where practicable, notice will be given before suspension.

8. Data protection

8.1 Each party must comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018.

8.2 For account, relationship and security data relating to users of SwiftRegistry, Red Swift Systems Ltd acts as an independent controller as described in the Privacy Notice.

8.3 For personal data contained in Client Company registers and related records, Red Swift Systems Ltd normally acts as a processor or sub-processor on documented instructions. The Data Processing Agreement forms part of these Terms where Red Swift Systems Ltd processes personal data on the Customer's behalf.

8.4 The Customer is responsible for identifying the relevant controller for each Client Company, establishing a lawful basis for the processing, and providing any privacy information required to shareholders, former shareholders and other data subjects.

8.5 The Customer must not instruct Red Swift Systems Ltd to process personal data in a way that would cause Red Swift Systems Ltd to breach applicable data protection law.

9. Sub-processors and hosting

9.1 The Service uses third-party infrastructure providers. Current sub-processing arrangements are described in the Data Processing Agreement.

9.2 The application and database are hosted by Clever Cloud SAS, a French company, in its London availability zone in the United Kingdom, using Ionos infrastructure for that region. Red Swift Systems Ltd will maintain appropriate data-processing arrangements with its infrastructure providers before processing production personal data.

10. Service availability, maintenance and backups

10.1 Red Swift Systems Ltd will provide the Service with reasonable care and skill.

10.2 Unless an Order expressly provides a service level, the Service is provided without a guaranteed uptime percentage or guaranteed support-response time.

10.3 Planned and emergency maintenance may make the Service temporarily unavailable.

10.4 Infrastructure backups are intended to support recovery from incidents. Recovery from a backup may restore the database to an earlier point in time. The Customer should not treat the Service as the only copy of information it is legally required to preserve and should make exports at intervals appropriate to its own risk and compliance requirements.

10.5 Red Swift Systems Ltd will not intentionally use a backup restore to rewrite record history. Operational procedures for preserving chain continuity after a disaster recovery event must be maintained and tested as the Service moves into production.

11. Exports, portability and termination

11.1 The Customer may use the export functions made available in the Service. CSV export is currently supported.

11.2 On termination, the Customer remains responsible for ensuring that each Client Company retains the records it is legally required to keep and can continue to make its register available for inspection where required.

11.3 Return, retention and deletion of personal data are governed by the Data Processing Agreement. The current immutable evidence-chain design places technical limits on deletion and must be resolved before the production service is offered for live personal data.

11.4 Termination does not itself cancel or invalidate a Client Company's statutory records, transfers, certificates or other legal acts.

12. Legal holds and disputes

12.1 Where Red Swift Systems Ltd is reasonably put on notice of a dispute, legal process, preservation duty or regulatory requirement affecting Customer Data, it may preserve relevant records and restrict deletion, supersession or custody transfer to the extent reasonably necessary.

12.2 A legal hold does not prevent lawful ongoing updates to the register unless required by law or court order.

12.3 Red Swift Systems Ltd may require reasonable evidence of authority before acting on an instruction to place, vary or release a hold.

13. Fees and payment

13.1 Fees, billing periods, taxes and payment dates are those stated in the applicable Order or subscription page.

13.2 Unless stated otherwise, fees are exclusive of VAT and other applicable taxes.

13.3 If an undisputed amount remains overdue after written notice, Red Swift Systems Ltd may suspend paid features until payment is made.

14. Intellectual property

14.1 Red Swift Systems Ltd and its licensors retain all intellectual-property rights in the Service, software, design, documentation and branding.

14.2 The Customer and relevant Client Company retain their rights in Customer Data and company records.

14.3 The Customer grants Red Swift Systems Ltd a limited licence to host, copy, transmit and otherwise process Customer Data only as necessary to provide, secure and support the Service and as otherwise permitted by the Data Processing Agreement.

15. Confidentiality

15.1 Each party must keep the other party's confidential information confidential and use it only for the purposes of the agreement.

15.2 This obligation does not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully received from another source without confidentiality restrictions.

15.3 A party may disclose confidential information where required by law, court order or regulator, and should give notice where legally permitted.

16. Warranties and disclaimers

16.1 Red Swift Systems Ltd warrants that it will provide the Service with reasonable care and skill.

16.2 Except as expressly set out in the agreement, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

16.3 Red Swift Systems Ltd does not warrant that the Service will identify legal defects in corporate actions, prevent all user error, be uninterrupted at all times, or make an incorrect factual entry true.

17. Liability

COMMERCIAL / SOLICITOR DECISION: the following is a conventional B2B starting point, not a final recommendation. The appropriate cap should be aligned with pricing, insurance and the consequences of failure for statutory records.

17.1 Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

17.2 Subject to clause 17.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity, or loss of anticipated savings, except to the extent such loss is part of a direct claim for breach of confidentiality or data-protection obligations.

17.3 Subject to clause 17.1, Red Swift Systems Ltd's aggregate liability arising out of or in connection with the agreement in any rolling 12-month period should be capped at an amount agreed in the Order. If no amount is stated, the draft default is the greater of (a) the fees paid or payable by the Customer for the Service in that 12-month period and (b) £10,000.

17.4 The reasonableness and any separate or higher cap for confidentiality, data protection, loss of records, restoration costs or regulatory claims must be reviewed before these Terms are put into use.

18. Indemnity for unlawful instructions

18.1 The Customer will indemnify Red Swift Systems Ltd against third-party claims, regulatory costs and losses arising directly from Customer Data or instructions that the Customer had no lawful right or authority to provide, except to the extent the loss was caused or increased by Red Swift Systems Ltd's own breach, negligence or unlawful processing.

19. Changes to the Service and Terms

19.1 Red Swift Systems Ltd may change the Service to improve security, comply with law, add or remove features, or maintain the product.

19.2 Material changes to these Terms will be notified reasonably in advance where practicable. Changes required urgently for law or security may take effect sooner.

19.3 If a material change substantially reduces the paid Service and the Customer reasonably objects, the parties will seek a practical solution; if none is available, the Customer may terminate the affected subscription on written notice.

20. Termination

20.1 Either party may terminate in accordance with the applicable Order.

20.2 Either party may terminate for material breach that is not remedied within 30 days after written notice where the breach is capable of remedy.

20.3 Either party may terminate immediately if the other becomes insolvent or ceases business, subject to applicable insolvency law.

20.4 Clauses intended by their nature to survive termination, including confidentiality, data protection, intellectual property, liability and accrued rights, will survive.

21. General

21.1 Neither party may assign the agreement without the other's prior written consent, not to be unreasonably withheld, except that Red Swift Systems Ltd may assign it as part of a bona fide sale, merger or reorganisation of its business on notice to the Customer.

21.2 Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations and obligations that by law cannot be excused.

21.3 If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue in force.

21.4 A failure or delay to exercise a right is not a waiver of that right.

21.5 The agreement, comprising the Order, these Terms and the Data Processing Agreement where applicable, constitutes the entire agreement concerning the Service and supersedes prior discussions about it, without excluding liability for fraud.

21.6 No person other than a party to the agreement has a right to enforce it under the Contracts (Rights of Third Parties) Act 1999, except where an Order expressly states otherwise.

22. Governing law and jurisdiction

22.1 The agreement and any non-contractual obligations arising from it are governed by the law of England and Wales.

22.2 The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights or regulatory jurisdiction that cannot lawfully be excluded.

23. Contact

Questions about these Terms may be sent to privacy@redswift.systems until a separate legal or support contact is designated.