Effective Date: Sep 1st, 2025
This Transaction Contract (“Agreement”) is entered into by and between VEYYO Limited Partnership, a Canadian limited partnership operating the platform known as SWAPD.co (“SWAPD,” “we,” “us,” or “our”), and the parties identified herein as Buyer and Subcontractor. By participating in a Transaction through the SWAPD.co platform, the Buyer and Subcontractor expressly agree to be bound by this Agreement, the Checkout Ticket, the SWAPD Terms of Use, and the applicable laws of Canada.
SWAPD acts solely as the Merchant of Record (MoR) for all Transactions. As MoR, SWAPD is the contracting party with the Buyer, processes all payments, issues invoices, and remits payouts to Subcontractors. Upon receipt of payment from the Buyer, legal title to the funds transfers to VEYYO Limited Partnership. SWAPD may release or withhold payments to Subcontractors in accordance with platform rules, grace periods, and dispute procedures. SWAPD does not provide custodial, fiduciary, brokerage, or trust services, and assumes no responsibility for the performance, reliability, or legality of subcontracted goods or services.
Definitions
- Buyer – An individual or entity acquiring goods, rights, or services through the SWAPD.co platform.
- Subcontractor – An individual or entity providing goods, rights, or services through the SWAPD.co platform. Subcontractors are independent parties and not employees, partners, or agents of SWAPD.
- SWAPD Staff – Authorized representatives of SWAPD who administer the platform and oversee Transactions.
- Transaction – The transfer of funds and/or property between Buyer and Subcontractor facilitated by SWAPD under a Checkout Ticket.
Agreement Terms
1. Communications
All communications related to this Agreement or a Transaction must occur within the SWAPD.co platform, unless expressly agreed otherwise in the Checkout Ticket.
2. Identity Verification
Subcontractors must complete identity verification as required by SWAPD’s Terms of Service. Buyers may be subject to limits without verification.
3. Refunds
Refunds are governed exclusively by the SWAPD Refund Policy. Both Buyer and Subcontractor acknowledge and accept this policy prior to initiating a Transaction.
4. Fees
SWAPD fees are deducted from the Subcontractor’s payout. Buyers are not required to pay additional fees beyond the agreed purchase price. Subcontractors remain responsible for any third-party costs, such as bank or wire transfer fees.
5. Taxes and Invoices
As Merchant of Record, SWAPD is responsible for issuing invoices to Buyers for the total transaction amount. Buyers must request invoices prior to the closure of a Checkout Ticket. If no request is submitted before closure, VEYYO will not issue invoices for that Transaction after the fact, except where required by law. To receive an invoice, the Buyer must sign up in the VEYYO.com Canada client area and provide their VEYYO-registered email address associated with their invoicing account. Subcontractors remain solely responsible for their own tax compliance obligations in their local jurisdictions regarding income received from SWAPD.
6. Buyer Obligations
The Buyer agrees to fund the Transaction through the payment method designated in the Checkout Ticket. Upon making payment, the Buyer acknowledges that SWAPD, as MoR, is the contracting counterparty for payment and invoicing, and that any service or product obligations rest solely with the Subcontractor.
7. Subcontractor Obligations
The Subcontractor is solely responsible for the delivery, accuracy, legality, and quality of the goods or services specified in the Checkout Ticket. Subcontractors acknowledge that they act as independent providers and that SWAPD bears no liability for their performance.
8. Grace Period
Upon receipt of payment, full legal title to the funds transfers to VEYYO Limited Partnership as Merchant of Record. Following delivery of the goods or services by the Subcontractor, the Buyer shall have a grace period, as specified in the Checkout Ticket, to review and confirm whether the Transaction terms have been satisfied. During this period, SWAPD may withhold payout to the Subcontractor in accordance with platform rules. If the Buyer raises no dispute within the grace period, SWAPD will release payment to the Subcontractor. If a dispute is raised, SWAPD may delay or withhold payment until the matter is resolved in accordance with the platform’s dispute procedures. The duration of the grace period may vary depending on the nature and value of the Transaction, as set forth in the Checkout Ticket.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWAPD, VEYYO LIMITED PARTNERSHIP, AND THEIR AFFILIATES DISCLAIM ALL LIABILITY FOR ANY LOSS, DAMAGE, CLAIM, OR COST (INCLUDING INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES) ARISING FROM OR RELATING TO:
(a) THE QUALITY OR PERFORMANCE OF SUBCONTRACTOR GOODS OR SERVICES;
(b) ANY DISPUTE BETWEEN BUYER AND SUBCONTRACTOR;
(c) THIRD-PARTY SERVICE PROVIDERS, INCLUDING BANKS OR PAYMENT SYSTEMS;
(d) USE OR INABILITY TO USE THE SWAPD PLATFORM.
All liability for fulfillment, quality, legality, and accuracy rests solely with the Subcontractor.
10. Indemnification by Subcontractor
The Subcontractor shall indemnify, defend, and hold harmless SWAPD, VEYYO Limited Partnership, and their affiliates from and against any and all claims, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) the goods, services, or property provided by the Subcontractor;
(b) the Subcontractor’s failure to deliver in accordance with the Checkout Ticket;
(c) any allegation that the Subcontractor’s goods or services infringe upon third-party rights or violate applicable laws;
(d) the Subcontractor’s breach of this Agreement or the SWAPD Terms of Service.
11. Indemnification by Buyer
The Buyer shall indemnify, defend, and hold harmless SWAPD, VEYYO Limited Partnership, and their affiliates from and against any and all claims, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) the Buyer’s misuse of the SWAPD platform;
(b) any unlawful or fraudulent conduct by the Buyer in connection with a Transaction;
(c) the Buyer’s breach of this Agreement or the SWAPD Terms of Service.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Canada. The parties consent to the exclusive jurisdiction of Canadian courts in relation to any dispute arising under this Agreement.
13. Amendments
SWAPD reserves the right to amend this Agreement at any time. Amendments shall not apply retroactively to Transactions already accepted by the parties under a Checkout Ticket.