Effective Date: July 1st, 2026
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 as the Merchant of Record and contracting party for all qualifying Transactions processed directly through the platform. As Merchant of Record, VEYYO Limited Partnership contracts with the Buyer in its own name, invoices the Buyer, receives payment on its own account, administers the Transaction, and may fulfill its contractual obligations through one or more independent Subcontractors engaged at its sole discretion.
Upon receipt of payment, full legal and beneficial title to the funds immediately transfers to VEYYO Limited Partnership. Any subsequent payment made by VEYYO to a Subcontractor constitutes a separate commercial payment under an independent procurement relationship and shall never be construed as the release, transfer, safekeeping, or forwarding of Buyer funds.
SWAPD does not operate as an escrow provider, trustee, fiduciary, broker, money transmitter, payment institution, or custodian of user funds. Rather, SWAPD provides managed commercial transaction administration involving continuous human oversight, operational supervision, discretionary decision making, payment administration, compliance review, and dispute management.
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.
- Managed Transaction – A commercial transaction accepted by VEYYO LP for administration under these Terms involving human review, payment administration, operational supervision, compliance oversight, and discretionary decision making by authorized SWAPD personnel.
Agreement Terms
1. Communications
All communications materially relating to a Managed Transaction shall occur within SWAPD unless expressly authorized otherwise by SWAPD Staff.
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 commercial payments issued to Subcontractors. 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
Buyers requesting invoices shall submit their request before the applicable Checkout Ticket is finalized.
6. Buyer Obligations
Upon payment, the Buyer acknowledges that VEYYO LP is the contractual counterparty for payment administration and commercial fulfillment. VEYYO LP may satisfy its contractual obligations through one or more independent Subcontractors selected or engaged under its own commercial arrangements.
SWAPD actively administers Managed Transactions through human review, compliance oversight, contractor coordination, payment administration, and dispute management. Nothing contained within this Agreement shall be interpreted as creating an agency, employment, partnership, fiduciary, brokerage, escrow, or trust relationship between VEYYO LP and any Subcontractor.
Opening parallel tickets (or elsewhere) for substantially the same service is done entirely at the buyer’s own risk. SWAPD will not determine which subcontractor was ultimately responsible for the result unless the contract explicitly provides otherwise. In exceptional circumstances where there is credible evidence of fraud, misrepresentation, or a breach of the agreed terms, SWAPD Staff may review the transaction and make a final determination at its sole discretion.
7. Subcontractor Obligations
The Subcontractor independently determines the manner in which services are performed and remains solely responsible for their legality, quality, technical accuracy, intellectual property compliance, and successful execution.
VEYYO LP administers the commercial transaction but does not supervise or direct the technical performance of the contracted services.
8. Grace Period
Upon receipt of payment, full legal and beneficial title to the funds transfers to VEYYO Limited Partnership as Merchant of Record. Following completion of the ordered deliverables, the Buyer shall have the grace period specified in the Checkout Ticket to notify SWAPD of any material nonconformity with the agreed terms. During this period, SWAPD may determine, in its sole discretion and in accordance with platform rules, whether fulfillment has been satisfactorily completed and whether any internal contractor compensation is due. If no dispute is raised within the grace period, SWAPD may finalize the order. If a dispute is raised, SWAPD may delay finalization, deny contractor compensation, or issue a refund in accordance with platform rules. Any contractor compensation paid by SWAPD is a separate commercial disbursement by VEYYO and not a release of Buyer funds.
The grace period exists solely as an internal commercial review mechanism used by VEYYO LP to determine whether contractual fulfillment has occurred and whether internal contractor compensation should be issued.
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.
Nothing contained in this Agreement shall be interpreted as transferring responsibility for the independent acts or omissions of Subcontractors to VEYYO LP.
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.
These indemnification obligations survive completion or termination of the Transaction.
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. These indemnification obligations survive completion or termination of the Transaction.