Payroll Terms
Last updated: 2026-10-03 Version: 2.0 Status: Advance notice Effective: New products and features: first use on or after 7 October 2026; existing services: 10 November 2026, subject to the notice period below
For newly available products and features, this edition applies when you first choose to use the relevant service and accept its terms, on or after 7 October 2026. The product must actually be launched and available to you. For changes to services you already use, this edition applies from 10 November 2026, but never earlier than 30 days after we notify you of the changes, or a later date required by applicable law. Until then, the previous conditions continue for those existing services. Accepting in advance does not shorten that transition. Publication and acceptance do not make a product available or establish regulatory permission.
These terms govern Swaps Payroll, provided by Supa Labs OÜ, registry code 17399414, Oru tn 2, Tallinn 10127, Estonia ("Swaps"). They supplement the Terms of Service and control for Payroll. If you act for an organisation, you must have authority to instruct its payments.
1. Execution of payment instructions
Payroll lets an eligible Payer prepare, review, approve, fund and submit a batch of payout instructions. Swaps maintains the run and recipient records, checks readiness, submits authorised instructions to Bridge and reconciles its execution evidence. The applicable Bridge entity and its partners execute transfers under the Bridge terms accepted by the holder.
The Payer is the individual or business responsible for the payment. "Employer" means the legal employer, if one exists; using Payroll does not establish an employment relationship. A Recipient is the intended beneficiary, whether an employee, contractor or another permitted payee. Swaps is not the employer, employer of record, paymaster for the underlying obligation, or counterparty to the Recipient's services.
2. What Payroll does not do
Payroll does not calculate wages, gross-to-net pay, withholding, tax, overtime, minimum wage, leave or benefits. It does not classify workers, file taxes, remit statutory deductions, issue legally compliant payslips, maintain statutory employment records or provide employment, tax or legal advice.
The Payer and, where applicable, Employer must determine the correct amount and satisfy all labour, tax, reporting, recordkeeping and payment-deadline obligations. Enter only the amounts you have independently determined should be paid. A payout record is evidence of its stated payment facts, not a payslip or proof that all employment obligations are discharged.
3. Eligibility and provider checks
Access and executable routes are limited to the holders, purposes, jurisdictions and destinations enabled in the product. Eligible holders can be individuals or businesses only where the applicable provider terms permit that purpose. Individual verification does not automatically authorise commercial activity or payments for another legal entity.
A draft can be prepared before payment readiness is complete. Approval, funding and execution require the relevant provider verification, accepted provider terms, destination readiness and any required endorsements. These can be rechecked and may change before execution. A previously approved run can therefore become unavailable to execute.
You must be authorised to use the funding source and comply with source-of-funds, sanctions and recipient requirements. A provider-issued source account or wallet is not a Swaps-held payroll balance. A provider's licence does not transfer to Swaps.
An eligible sole trader or other individual business user may use a permitted professional purpose where the provider approves that purpose and holder. Verification as an individual alone is not that approval. Paying your own workers or suppliers is distinct from collecting and distributing funds for unrelated businesses as a payment service.
4. Review, approval and recipients
Before approving or executing, check the holder, all Recipients, payment purpose, amounts, currencies and destinations. Recipient-provided bank or wallet details can be proposed through a recipient page; receipt of those details is not proof of identity or your approval of a change. Review and expressly adopt a proposed change where the product requires it.
A stored default, a pending replacement and the destination saved for a run can differ. Do not assume that changing one updates every existing run. The destination actually approved for the run is the one that matters. Protect recipient links and do not send credentials or wallet signing secrets through them.
You remain responsible for obtaining any Recipient agreement needed for payment in a stablecoin, currency or wallet instead of another legally required method. An in-product option does not establish that that method satisfies local wage-payment law.
5. Funding and execution
Funding instructions specify the required amount and asset or currency. Funds must be matched and sufficient for the run before execution; an observed deposit or status label alone does not establish sufficient funding. A partially funded or unreconciled run may not execute.
Approval, funding and execution are distinct actions. A funded run is not a paid run. Submitted payouts can complete at different times, fail or be returned independently; a batch may finish only partly paid. Review each item and reconcile the provider-reported amount and destination before retrying.
If you use an API or agent, the Developer / API / MCP Terms also apply, including explicit human confirmation for money movement. The ability of software to submit an instruction does not establish that it obtained the required authority.
6. Fees and route costs
The review and funding information show any applicable Swaps fee. Where a Swaps Payroll fee is enabled, its standard rate is 1% of the recipient amount, added to the Payer's funding requirement. It is not deducted as a Swaps fee from the entered recipient amount. A waived or zero-fee quote does not authorise a later undisclosed charge.
Provider, foreign-exchange, bank and network costs can also apply under their disclosures. These may affect the required funding or what a receiving institution credits. Review the actual amounts, rather than assuming every rail has the same pricing. These terms do not introduce a recurring subscription charge or an uptime commitment.
7. Delays, cancellation and returns
Execution depends on provider checks, funding, bank and blockchain availability. Swaps does not guarantee arrival by a payroll deadline; plan for processing and review time. An expected time or a successful funding step is not final delivery.
Cancellation is available only where the run and provider state permit it. It cannot undo a completed bank or blockchain transfer. Do not fund again or create a replacement run while the original is unresolved without checking which items can still execute.
Failed, rejected, returned or reversed payouts require reconciliation with Bridge. A return may go to a provider funding source and is not necessarily already back in your own wallet or bank account. Swaps can coordinate investigation and show available evidence; it cannot independently debit a Recipient or guarantee recall. Refunds of Swaps fees are assessed separately from provider and network costs and remain subject to applicable law.
8. Recipient information and compliance
The Payer must have a lawful basis to supply Recipient names, contact details, bank or wallet destinations, amounts and payment context, and must give required privacy information. The Privacy Policy describes Swaps' processing. Provider processing and duties are governed by the relevant provider terms and notices. An appropriate data-processing agreement may be required for a particular business arrangement; it is not created merely by calling a payout API.
The Acceptable Use Policy, AML Statement, Sanctions Policy and Limits & Enforcement apply. Do not use Payroll to conceal payment purpose, evade tax or verification, or pay prohibited parties. Swaps can restrict new instructions and providers apply their own controls. A screening signal is not a guarantee that a Recipient is lawful or safe.
9. Responsibility, changes and complaints
The Terms of Service govern availability, changes, liability and disputes. Responsibility for your wage calculations and recipient instructions does not excuse Swaps from responsibility for its own breach. Mandatory consumer, employment and payment rights are not waived by these terms.
For an execution issue use support.swaps.app. Legal contact: legal@swaps.app.