Seller Agreement for Card Payments

This agreement is between you (the “Seller”) and Swop Technologies Inc. (“Swop”). It governs card payments taken through Swop and is in addition to our Terms of Service and Privacy Policy. Where this agreement and the Terms of Service conflict on a card payment, this agreement governs.

You must accept this agreement before card payments are enabled for your account. You must be at least 18 years old and able to enter into a binding contract, and if you accept on behalf of a business you confirm that you are authorised to bind it.

You appoint Swop as your limited agent for the sole purpose of accepting card payments from your buyers on your behalf. Swop is the settlement merchant for those charges: the card is charged by Swop through Stripe, the funds arrive in an account belonging to Swop at Stripe, and Swop then transfers your share to your connected Stripe account.

A buyer’s payment to Swop discharges that buyer’s obligation to pay you. Once a buyer has paid Swop for your goods or services, the buyer owes you nothing further for that purchase, whether or not Swop has yet paid you. If Swop fails to pay you, that is a matter between you and Swop, and you may not pursue the buyer for it.

The sale itself remains between you and your buyer. You are the seller of the goods or services, and you are responsible for supplying them.

Swop is a technology platform. Swop is not a bank and does not offer deposit accounts, and amounts awaiting transfer to you are not deposits and do not earn interest. Payment processing is provided by Stripe and its financial-institution partners. Card payments may be taken online through a Swop checkout link or, where Swop supports it, in person.

Payment processing services for Sellers on Swop are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a Seller on Swop, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Swop enabling payment processing services through Stripe, you agree to provide Swop accurate and complete information about you and your business, and you authorize Swop to share it and transaction information related to your use of the payment processing services provided by Stripe.

You also authorize Stripe to share with Swop information about your connected account — including its verification status, capabilities, requirements, balances, payouts, and the charges, refunds, and disputes on your sales — so that Swop can operate the card rail, pay you, and meet its own obligations. If you accept the Stripe Services Agreement inside the Swop app, Swop passes the date, time, IP address, and browser or device details of your acceptance to Stripe as the record of it.

You must keep the information Stripe holds about you accurate and current.

Stripe’s restricted-business rules apply to you in addition to ours. If Stripe restricts, suspends, or closes your connected account, Swop cannot pay you by card and may suspend your card acceptance.

Stripe verifies your identity before you can be paid. You will be asked for information including your legal name, date of birth, address, contact details, a government-issued identity document, in some cases a selfie, your business details, your tax identification number, and the bank account or eligible debit card you want to be paid into. Some of this is collected on Stripe’s own pages; some may be collected in the Swop app and passed by Swop’s systems to Stripe. Stripe holds it; Swop does not keep it, and keeps only a summary of the outcome. Section 4 of our Privacy Policy sets out what passes through Swop and what Swop keeps.

You must give accurate information and keep it up to date. Providing false information, or onboarding on behalf of someone else without authority, is grounds for immediate termination.

When card payments are first enabled, they are limited to:

• sellers based in the United States;
• physical goods and services;
• a maximum of $1,000 per purchase; and
• a maximum of $5,000 per seller in any rolling 24-hour period.

We may change these limits, raise them for you on request, or lower them for you based on dispute or refund activity.

You may not use the card rail for anything unlawful, for anything on Stripe’s restricted-business list, for cash advances or money transmission, for buying or selling digital assets, for subscriptions or recurring charges, or to accept payment for goods or services you do not actually supply. You may not change what you sell to a materially different category without telling us first.

The buyer is charged exactly the price you set. Tax, where it applies, is the only thing added on top. You do not add a surcharge for paying by card, and Swop does not add one for you.

Swop’s fee comes out of your proceeds. On the card rail the fee is currently 3.2% of the charge plus $0.30, deducted from the amount transferred to your connected account, so you receive the price you set less that fee. Swop pays Stripe’s card processing fee out of its share. Any fee Stripe charges to your connected account directly under the Stripe Services Agreement is yours.

We may change the fee. We will tell you in the app or by email before a change takes effect, and at least 30 days before an increase takes effect. A change applies to sales made after it takes effect, never retroactively.

Your proceeds are paid by Stripe to the bank account or eligible debit card you registered, on the payout schedule applied to your connected account. New accounts are set up with weekly payouts and a seven-day delay, so your first payment takes longer to arrive than later ones.

Swop may delay, withhold, or reverse a payout where it reasonably believes it is needed to cover a refund, a dispute, a suspected fraud, or a breach of this agreement. Card proceeds are never paid into a Swop wallet.

You can refund a card payment through Swop, in whole or in part. Refunds go back to the card that was charged and nowhere else.

You are responsible for setting and honouring a refund policy for what you sell, for making it available to your buyers before they pay, and for handling refund requests promptly. A refund is funded in proportion from your share of the charge and Swop’s fee, so on a full refund you return the amount you received and Swop returns its fee. Stripe does not return its processing fee on a refunded payment; Swop bears that cost.

A buyer may dispute a charge with their card issuer. Because Swop is the settlement merchant, the dispute is raised against Swop and Stripe debits Swop for the disputed amount and a dispute fee.

You are liable to Swop for chargebacks, refunds, reversals, fines, penalties, and dispute fees arising from your sales, and for any resulting negative balance. Swop may recover those amounts by reversing the transfer for that sale, by setting them off against your pending or future proceeds, or by invoicing you if neither covers it. You agree to that set-off.

You must help defend a dispute. When we ask for evidence — a description of what was sold, proof of delivery or fulfilment, your communications with the buyer, your refund policy as it was shown to them — you must provide it promptly and accurately. Card networks impose short deadlines, and evidence that arrives late is the same as no evidence. Swop decides how to respond to a dispute and is not obliged to contest one.

Sustained high dispute or refund rates put your card acceptance at risk. Card networks monitor dispute rates and act against merchants above roughly 0.9%. We may restrict, hold, or suspend your card acceptance where your activity approaches a level that puts Swop or its Stripe account at risk.

By accepting card payments through Swop, you confirm that:

• you have the right to sell what you list, and it does not infringe anyone’s rights or break any law;
• your listings, prices, and delivery times are accurate and not misleading;
• you will supply what a buyer has paid for, or refund them promptly;
• you are not using the card rail on behalf of an undisclosed third party; and
• you will comply with all laws that apply to your business, including consumer-protection, sanctions, and anti-money- laundering rules; and
• neither you nor anyone who owns or controls your business is the subject of sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control or another authority whose sanctions apply to Stripe or Swop.

Compliance checks on the card rail. Stripe and Swop may screen sellers and card transactions for sanctions, fraud, and money-laundering risk, may ask you for more information, and may decline, hold, or reverse a card payment or payout, or suspend card acceptance, where the law, the card networks, or Stripe require it or where we reasonably suspect a problem. These checks apply to the card rail only.

You are responsible for determining, collecting, reporting, and paying any taxes due on your sales. Swop does not give tax advice.

Where Swop, or Stripe on Swop’s behalf, is required to report your card payment volume to a tax authority or to issue you a tax form (for example, an IRS Form 1099-K in the United States), you must give us or Stripe the information needed to do so, and you agree that it may be reported. Failing to provide it may mean we cannot pay you, or that payments must be withheld where the law requires.

You can stop accepting card payments at any time. Doing so does not end your obligations for sales you already made — refunds, disputes, and set-off under section 9 survive.

We may suspend or end your card acceptance immediately where we reasonably believe there is fraud, a legal or card-network problem, a breach of this agreement, or a risk to Swop, to Stripe, or to your buyers, and while your Swop account is restricted or suspended under our Terms of Service. Where we can lawfully do so, we will tell you why. Ending card acceptance does not by itself affect your Swop account, your SmartSite, your wallets, or your ability to sell for crypto. Amounts we hold under section 7 or section 9 are released, less amounts you owe, once the related refund and dispute periods have passed.

You will indemnify Swop against claims, losses, and costs (including reasonable legal fees) arising from your sales, from what you sold or failed to supply, from your breach of this agreement or the Stripe Services Agreement, and from your breach of law.

The limitations and exclusions of liability in section 8 of our Terms of Service apply to this agreement. Nothing in this agreement limits liability that cannot lawfully be limited.

Disputes with buyers. Disputes between you and a buyer about an order are handled under section 11 of our Terms of Service, and you agree to take part in that process. A card issuer’s chargeback decision overrides any decision under it.

Disputes with Swop. The informal-resolution, binding individual arbitration, and class action waiver provisions in section 12 of our Terms of Service apply to any dispute between you and Swop under this agreement, including its opt-out right. Where you sell as a business, the AAA Commercial Arbitration Rules apply.

We may update this agreement. A new version is published here with a new version number and effective date. We will tell you about a material change that is adverse to you in the app or by email, and it takes effect 30 days after that notice, except where a change is required by law, by the card networks or Stripe, or to address security, fraud, or abuse, when it may take effect sooner. You will be asked to accept a new version before you take further card payments; if you do not accept it, you may stop accepting card payments, and the version you accepted continues to govern sales you already made.

This agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. Questions: support@swopme.co.