Effective Date: April 15th, 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 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 receives the full transaction amount directly on its own account. Upon receipt of payment from the Buyer, full legal and beneficial title to the funds transfers to VEYYO Limited Partnership. Any subsequent payment made by SWAPD to a Subcontractor is a separate commercial payment made by VEYYO under its own procurement arrangements and is not the release or transfer of funds held on behalf of any party. SWAPD receives payments as Merchant of Record on its own account and does not act as an escrow agent, trustee, broker, or money transmitter on behalf of users. SWAPD does not provide custodial, fiduciary, brokerage, escrow, or trust services to users, 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.
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 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
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
Upon making payment, the Buyer acknowledges that SWAPD, as Merchant of Record, is the contracting counterparty for payment and invoicing. SWAPD may fulfill the applicable order through one or more independent subcontractors. SWAPD does not guarantee the quality, legality, or performance of subcontracted deliverables except as expressly set out in applicable platform policies.
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 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.
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.