Effective date: February 28, 2026
Last updated: February 28, 2026
These Terms & Conditions (“Terms”) form a legally binding agreement between Swapped ApS, a company incorporated under the laws of Denmark, registration number 42865397, with its registered office at Rosbjergvej 22A, 8220 Brabrand, Denmark (“Swapped,” “we,” “us,” or “Principal”), and any individual or legal entity approved to participate in the Swapped Referral Program (“Referrer,” “you,” or “your”).
The Swapped Referral Program (the “Program”) enables approved Referrers to introduce potential merchants or business customers to Swapped in connection with Swapped’s products and services (each a “Product”). Subject to these Terms, Referrers may be eligible to receive referral incentives or commissions for successful introductions that result in a qualifying commercial relationship.
By applying to or participating in the Program, you agree to be bound by these Terms.
Acceptance of Terms
By clicking the checkbox indicating that you have read and agree to these Terms and submitting the Program sign-up form, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. In such case, all references to “you” or “Referrer” refer to that entity.
If you do not agree to these Terms, you must not apply to or participate in the Program.
Qualification; Approval; Effectiveness
Application; No Automatic Approval.
Submission of the Program sign-up form constitutes an application to participate in the Program. Participation is subject to Swapped’s review and approval. Swapped may approve or reject any applicant in its reasonable discretion.
When These Terms Apply.
These Terms shall become effective with respect to you only upon Swapped’s written confirmation (including by email) that you have been approved as a Referrer under the Program. Approval as a Referrer does not guarantee eligibility for Referral Fees with respect to any specific Potential Customer.
Separate Approval of Each Referral.
Each Referral Submission and Potential Customer is subject to Swapped’s separate review and acceptance. No Referral Fee shall be earned or payable unless:
(i) Swapped accepts the Referral Submission;
(ii) Swapped enters into a commercial relationship with the applicable Potential Customer; and
(iii) the applicable Activation Event occurs in accordance with Exhibit A.
1. Purpose
The purpose of the Program is to establish the terms and conditions under which approved Referrers may introduce potential business customers (“Potential Customers”) to Swapped in connection with Swapped’s products and services (each a “Product,” collectively, the “Products”), as described in Exhibit A.
Participation in the Program does not grant exclusivity, authority to bind Swapped, or any right to act on Swapped’s behalf. Nothing in these Terms grants the Referrer any exclusivity with respect to any Product, industry, territory, or Potential Customer. Referral Fees, if any, are earned only in accordance with these Terms and subject to the applicable Product Terms and Activation Event set out in Exhibit A.
2. Definitions
For purposes of these Terms, the following capitalized terms have the meanings set out below:
2.1 “Potential Customer” means any third party introduced by you to Swapped that may use a Product and to whom Swapped has not provided the relevant Product within the preceding twelve (12) months.
2.2 “Potential Website” or “Website” means any website, application, platform, or other digital property owned or controlled by a Potential Customer where a Product may be integrated, used, or offered.
2.3 “Referred Merchant” means a Potential Customer that (i) Swapped accepts, and (ii) enters into a commercial relationship with Swapped for a Product.
2.4 “Referral Submission” means your written introduction of a Potential Customer to Swapped through an approved submission method (including form submission, email, or other method designated by Swapped), containing sufficient information for Swapped to identify and evaluate the opportunity.
2.5 “Engagement Window” means the period of six (6) months following a valid Referral Submission during which, if Swapped enters into a commercial relationship with the Potential Customer for a Product, you may be eligible to earn Referral Fees in accordance with these Terms.
2.6 “Product Terms” means the commission basis, commission rate, Activation Event, duration, and payment cadence applicable to each Product, as set out in Exhibit A.
2.7 “Activation Event” means the event specified in Exhibit A that triggers accrual of Referral Fees for a particular Product and Referred Merchant.
2.8 “Referral Fee” means the commission payable to you with respect to a Referred Merchant, calculated in accordance with Exhibit A and these Terms.
2.9 “Transaction Volume” means the total monetary value of transactions processed through a Product, as defined in Exhibit A.
2.10 “Net Revenue” means the net revenue actually received by Swapped from a Referred Merchant in connection with a Product, excluding taxes, refunds, chargebacks, credits, and pass-through costs, as reflected in Swapped’s records.
2.11 “Fees Charged” means the fees charged by Swapped to a Referred Merchant in connection with a Product, net of taxes, refunds, and chargebacks, as reflected in Swapped’s records.
2.12 “Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms, whether oral, written, electronic, or otherwise, including business information, pricing, product information, merchant information, technical data, referral data, and the terms of these Terms, whether or not marked as confidential.
2.13 “Referral Link” means a unique tracking link, code, or identifier issued by Swapped to a Referrer for purposes of attributing merchant registrations or activity to that Referrer.
2.14 “Attributed Merchant” means a merchant that registers or engages with Swapped through a valid Referral Link assigned to the Referrer, where applicable.
3. Referral Process; Attribution; Preliminary Approval
3.1 Referral Submission.
Referrals must be submitted through the method(s) designated by Swapped (including, where applicable, website forms, email, or other approved channels). Each Referral Submission must contain sufficient information to allow Swapped to identify the Potential Customer and evaluate the opportunity. A Referral Submission will only be considered valid if it is complete and received by Swapped in accordance with this Section.
3.2 All Potential Customers and opportunities are subject to Swapped’s review and approval. Swapped may approve or reject any Potential Customer in its reasonable discretion.
3.3 Engagement Window.
If Swapped enters into a commercial relationship with a Potential Customer for a Product within the applicable Engagement Window, and all other conditions of these Terms are satisfied (including the applicable Activation Event), you may be eligible to earn Referral Fees in accordance with Exhibit A.
3.4 Referral Links and Attribution (Where Applicable).
For certain Products, Swapped may provide you with a unique Referral Link, code, or tracking identifier. Where a Referral Link is issued, Referral Fees shall be payable only with respect to merchants who register or engage with Swapped through the assigned Referral Link, unless otherwise agreed in writing.
Swapped’s internal tracking systems shall determine attribution of merchants to a Referrer, absent manifest error. You are responsible for ensuring that referred merchants use the assigned Referral Link where applicable.
3.5 Swapped shall not intentionally circumvent a valid Referral Submission for the purpose of avoiding payment of Referral Fees, including by deliberately delaying engagement beyond the Engagement Window or structuring a transaction to avoid attribution.
3.6 Duplicate or Competing Referrals.
If more than one party submits a referral for the same Potential Customer, the parties shall seek to determine jointly, acting reasonably and in good faith, which referral was the primary driver of the engagement. In making such determination, the parties shall consider objective factors including timing of submission, level of involvement, and documented contribution to the engagement.
If multiple parties materially contributed to the engagement, Referral Fees shall be equitably allocated between them in proportion to their respective contributions. If the parties are unable to reach agreement within fifteen (15) days of written notice of the competing referral, the matter shall be resolved in accordance with Section 17.
4. Representations and Warranties
Each party represents and warrants that it is duly organized (where applicable), validly existing, and has full authority to enter into and perform its obligations under these Terms.
You represent and warrant that: (i) you will comply with all applicable laws and regulations in connection with your participation in the Program, including marketing, advertising, anti-spam, sanctions, and consumer protection laws; (ii) you will not make any representations, warranties, guarantees, or commitments regarding Swapped or any Product except as expressly authorized in writing by Swapped; (iii) you will not misrepresent your relationship with Swapped or imply that you are an employee, agent, partner, or authorized representative of Swapped; (iv) you will not engage in deceptive, misleading, fraudulent, abusive, or unlawful marketing practices; (v) you will not engage in self-referrals, artificial transaction volume generation, coordinated sign-ups, or any conduct intended to manipulate or improperly increase Referral Fees; and (vi) you are not a sanctioned person or entity and are not located in, organized in, or acting on behalf of any person or entity located in a jurisdiction subject to comprehensive sanctions.
5. Commission and Payment
5.1 For each Referral Submission, the parties will confirm in writing (including by email or other agreed communication channel) which Product(s) are in scope for the applicable Referred Merchant. Referral Fees are earned and calculated separately for each Product in accordance with Exhibit A.
5.2 Referral Fees accrue only after the applicable Activation Event occurs for the relevant Product and Referred Merchant. Referral Fees continue for the commission duration specified in Exhibit A, measured from the date of the applicable Activation Event.
5.3 Referral Fees are calculated based on Swapped’s internal transaction, billing, and accounting records for the relevant Product. Swapped’s records shall control for purposes of calculation absent manifest error. Upon reasonable written request, Swapped will provide summaries sufficient to verify the calculation of Referral Fees. Referral Fees are payable only on amounts actually received by Swapped from the applicable Referred Merchant. Swapped may adjust, offset, or claw back Referral Fees to reflect refunds, chargebacks, credits, reversals, non-payment, or other downward adjustments relating to the underlying revenue or transaction amounts.
5.4 Referral Fees are calculated monthly and paid monthly, provided that accumulated unpaid Referral Fees exceed EUR 500 (or currency equivalent). Amounts below this threshold will roll over to subsequent months until the threshold is met.
5.5 You must submit a valid invoice specifying the desired payment currency and payment details. Commission settlements may be made via SEPA in EUR or in USDT on the Ethereum or Tron networks, as agreed. Swapped will pay undisputed amounts within twenty (20) days of receipt of a valid invoice. Where currency conversion is required, exchange rates will be based on rates available to Swapped at the time of payment.
6. Liability and Limitation of Liability
6.1 Except in cases of gross negligence, willful misconduct, or fraud, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, or loss of business opportunity, arising out of or relating to these Terms or the Program.
6.2 Nothing in these Terms limits or excludes liability for (i) fraud; (ii) willful misconduct; (iii) gross negligence; or (iv) violations of applicable law or regulatory obligations.
6.3 To the fullest extent permitted by law, Swapped’s total aggregate liability arising out of or relating to these Terms during any twelve (12) month period shall not exceed the total Referral Fees paid to you during that same period.
7. Confidentiality
Each party agrees that, during the term of these Terms and thereafter as provided below, it will not disclose to any third party the terms of these Terms or any Confidential Information of the other party, except as expressly permitted herein.
A party may disclose the other party’s Confidential Information to its employees, officers, representatives, contractors, subcontractors, or professional advisers who have a legitimate need to know such information for purposes of exercising rights or performing obligations under these Terms, provided that such persons are bound by confidentiality obligations no less protective than those set out herein. Confidential Information may also be disclosed to the extent required by applicable law, regulation, court order, or governmental or regulatory authority.
Each party agrees to use the other party’s Confidential Information solely for the purpose of performing its obligations and exercising its rights under these Terms, and for no other purpose.
The obligations set forth in this Section shall survive termination or expiration of these Terms for a period of five (5) years.
8. Swapped Obligations
Swapped will (i) review Referral Submissions in accordance with these Terms; (ii) determine acceptance of Potential Customers in its reasonable discretion; (iii) use commercially reasonable efforts to protect Confidential Information as provided in Section 7; and (iv) calculate and pay Referral Fees in accordance with Section 5 and Exhibit A.
9. Referrer Obligations
You will (i) introduce Potential Customers in good faith and in accordance with these Terms; (ii) comply with applicable laws and regulations in connection with your participation in the Program; (iii) maintain the confidentiality of Swapped’s Confidential Information; and (iv) provide accurate and complete invoicing and payment information necessary for the payment of Referral Fees and (v) not use Swapped’s trademarks, logos, trade names, or branding without Swapped’s prior written approval.
10. Term and Termination
10.1 These Terms commence upon your approval as a Referrer and remain in effect until terminated by either party upon thirty (30) days’ written notice.
10.2 Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice. Swapped may suspend or terminate participation immediately in cases of fraud, abuse, regulatory risk, or suspected violation of applicable law.
10.3 Either party may terminate these Terms upon written notice in the event of (i) a change of ownership or control of the other party; or (ii) Swapped’s decommissioning or discontinuation of a Product, in which case termination may apply solely to the affected Product.
10.4 Upon termination, you shall cease representing yourself as a participant in the Program and cease use of any Referral Links or Swapped branding. If these Terms are terminated without cause, you shall continue to receive Referral Fees for Referred Merchants accepted prior to termination for the full commission duration applicable to the relevant Product, provided that the applicable Activation Event occurred prior to termination. No Referral Fees shall accrue after termination with respect to merchants not accepted prior to termination.
Swapped may withhold unpaid Referral Fees in cases of fraud, abuse, or material breach by the Referrer.
11. Independent Contractor
Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or agency relationship between the parties. You are an independent contractor and have no authority to bind Swapped, enter into agreements on Swapped’s behalf, or make representations except as expressly authorized in writing.
12. Legal Fees
In the event of any dispute arising out of or relating to these Terms that results in legal proceedings, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party, to the extent permitted by applicable law.
13. Dispute Resolution and Governing Law
The parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms through direct negotiation. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to the competent courts of Denmark. These Terms shall be governed by and construed in accordance with the laws of Denmark, without regard to conflict-of-law principles.
14. Entire Agreement; Amendments; Assignment
These Terms constitute the entire agreement between the parties with respect to the Program and supersede all prior or contemporaneous understandings, agreements, representations, or communications, whether written or oral.
Any amendment or modification to these Terms must be in writing and agreed by both parties; provided, however, that Swapped may update these Terms upon notice to Referrers, and continued participation in the Program following such notice constitutes acceptance of the updated Terms.Updates will apply prospectively only and will not retroactively reduce Referral Fees that were properly earned prior to the effective date of the update.
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that Swapped may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, or failures of telecommunications or internet service providers. If such event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice.
16. Notices
All official communications under these Terms must be provided in writing via email. Notices to Swapped shall be sent to compliance@swapped.com. Notices to you shall be sent to the email address provided during sign-up or any updated address you notify to Swapped.
Notices sent by email shall be deemed received at the time of transmission, or, if transmitted outside of normal business hours in the place of receipt, at the start of the next business day.