Terms of Service

Swiplay operates as an opaque commissionnaire on services pursuant to Article 256 V of the French General Tax Code. The fiction is twofold: Swiplay is deemed to purchase the creator's service and to resell it to the studio, both in its own name. From a tax perspective, the studio buys from Swiplay and only from Swiplay; the creator sells to Swiplay and only to Swiplay.

Two consequences flow from this model: (a) the studio receives a single VAT-inclusive invoice from Swiplay per campaign, with no per-creator detail; (b) Swiplay issues, on the creator's behalf, a self-billing invoice addressed to Swiplay itself.

Swiplay falls outside the scope of the licensing requirement of the French Autorité de Contrôle Prudentiel et de Résolution (ACPR) under Directive (EU) 2015/2366 (PSD2): payment flows are operated by Stripe (see 3.3), and Swiplay does not hold client funds in its own books outside the commissionnaire opaque flow described in 3.1.

The regulated payment stack relied upon by Swiplay is Stripe Connect Express, operated by Stripe Technology Europe Limited (regulated by the Central Bank of Ireland). Stripe holds creator-side funds in dedicated safeguarded accounts; in the unlikely event Swiplay becomes insolvent, those funds remain segregated from Swiplay's operating accounts. KYC / KYB obligations are operated by Stripe on behalf of Swiplay.

Acceptance of these Terms is materialised by an explicit click on signup. Each acceptance produces an immutable log entry (account id, version hash, timestamp, IP address, user-agent). A new version triggers a re-consent screen at the next login. Continued use beyond 30 days without response is treated as tacit acceptance of non-material changes; material changes always require a new explicit click.

These Terms are entered into for an indefinite period. Either party may terminate at any time by closing its account, subject to the settlement of outstanding amounts and to the retention obligations described elsewhere. Swiplay may suspend or terminate an account, with or without notice depending on severity, in case of breach of these Terms, fraud, abusive chargeback (cf. Studios), or non-compliance with anti-money-laundering rules.

Users undertake not to: (a) circumvent the marketplace by contacting the counterparty off-platform to bypass the commission, (b) submit fraudulent, misleading, illegal, defamatory or infringing content, (c) impersonate another person or entity, (d) attempt to compromise the platform's security or integrity, (e) use the service for purposes contrary to its destination as a B2B UGC marketplace.

The Creator retains full ownership of every video they produce. By submitting a video to a Campaign, the Creator grants the Studio, through Swiplay (commissionnaire opaque), a non-exclusive licence within the scope set by the campaign brief: permitted channels (repost, paid media, TV, OOH), duration, exclusivity (if any), modification rights, geographic scope. The licence is not tacit: if the brief does not specify a given right, that right is not granted. Any use beyond this scope requires a separate agreement, negotiated through Swiplay.

Under the opaque commissionnaire model Swiplay is the fictional advertiser vis-à-vis the Creator within the meaning of French law n° 2023-451 of 9 June 2023 (as supplemented by ordonnance n° 2024-978 of 6 November 2024 and decree n° 2025-1137 of 28 November 2025). The triptych of (a) Creator Terms accepted on signup, (b) self-billing mandate (« 2 du I de l'article 289 du CGI ») signed electronically and (c) campaign brief accepted by tracked click constitutes a valid contractual framework within the meaning of Article 8 of law 2023-451, without per-campaign individual contracts being generated, which would not be operationally maintainable at marketplace scale. Each Creator remains solely responsible for including the advertising disclosures required by their jurisdiction of residence (law of 9 June 2023 in France, FTC Endorsement Guides in the United States, ASA CAP Code in the United Kingdom, and equivalents elsewhere) on every published asset.

Each party undertakes to keep confidential the non-public information of the other party. The processing of personal data is governed by the dedicated Privacy Policy available at /legal/privacy.

These Terms are governed by French law. Any dispute shall be subject to the exclusive jurisdiction of the competent French courts, after a 15-business-day amicable phase opened by written notice to contact@swiplay.com.

On signup, the Studio provides accurate company information (legal name, registration number / SIRET, intra-community VAT number, country, full address, legal representative). Swiplay verifies SIRET via the French SIRENE API and EU VAT numbers via the VIES service. The Studio undertakes to keep this information up to date. KYB checks are operated through Stripe Connect Express; the Studio agrees to fulfil any KYB request emitted by Stripe within 15 business days.

Minimum media budget per campaign: 2,000 € HT. Net floor CPM: 5 € per 1,000 views (creator-side). The Swiplay commission is tiered and integrated in the all-in price the Studio pays: 25 % for media budgets below 5,000 € HT (Starter tier) and 20 % for budgets of 5,000 € HT and above (Scale tier).

The applicable rate is fixed at the moment of campaign creation and is not retroactively recomputed by a later top-up. The commission is fully earned by Swiplay at campaign launch and is non-refundable, including in the event of partial under-delivery (cf. 5.6). A specific contract may override these rates.

Campaigns are fully pre-funded. The Studio pays a single VAT-inclusive amount fixed at campaign creation; the amount is due before the campaign goes live. No end-of-campaign VAT reconciliation is performed: the VAT-inclusive amount is set once and applies to the whole campaign. The Studio receives a single VAT-inclusive invoice from Swiplay per campaign.

Because Swiplay is the contractual seller under the commissionnaire opaque model, the Studio invoice follows the VAT regime of the Studio:

• Studio in France: VAT-inclusive invoice with French VAT at 20 % (CGI art. 256 V).
• Studio in the EU outside France with a valid intra-community VAT number (verified via VIES): reverse-charge, mention "Reverse charge, VAT to be paid by recipient (art. 196 dir. 2006/112)". The Studio is responsible for self-assessing VAT in its country.
• Studio outside the EU: export exemption, mention "Out-of-scope EU VAT (export of services, art. 259-1 CGI)".

If a valid intra-community VAT number cannot be provided or VIES validation fails, the default regime is French VAT at 20 %.

For each submission, the Studio has 48 hours to act: validate, refuse, or do nothing. Inaction triggers auto-validation at J+2. After validation, the Studio has seven additional days (J+2 to J+9) to report a grave issue. Beyond J+9 no further studio action is possible.

Refusals and reports are limited to closed lists of motives (off-topic, insufficient quality, guidelines breach, inappropriate content, duplicate, plagiarism for refusals; negative content, deletion, artificial views, plagiarism, fraud, late guideline violation for reports) plus a written justification. Every refusal or report is arbitrated by Swiplay within 48 hours, who is the sole and final arbiter; this safeguard exists to protect Creators against abusive refusals.

Repeated unfounded refusals or reports may result in temporary suspension of the Studio account.

Abusive chargeback prohibition: the Studio commits not to initiate a bank chargeback on a campaign payment to replace the contractual dispute procedure described here. Any chargeback initiated without prior contact with Swiplay (15-business-day amicable phase) constitutes a material breach and authorises Swiplay to terminate the contract and to seek damages.

If the forecast Validated Views are not reached by the end of the campaign, Swiplay refunds to the Studio the unconsumed share of the creator-side budget plus the corresponding VAT (the VAT credit follows the regime of the original invoice: 20 % France, 0 % EU reverse-charge / export). The Swiplay commission, which is encashed up-front and earned at launch, is not affected by under-delivery and is not refunded.

Partial refunds outside the unconsumed-views case are only granted in exceptional circumstances validated by Swiplay (technical error, force majeure, proven creator fraud).

In line with French electronic-invoicing reform (ordinance n° 2021-1190 and decree n° 2022-1299), Swiplay receives structured electronic invoices from 1 September 2026 and will issue structured electronic invoices from 1 September 2027, via a Plateforme Agréée. The Studio undertakes to be reachable on a Plateforme Agréée or on the Portail Public de Facturation by these deadlines so that Swiplay can deliver invoices in compliance.

Swiplay is the contractual counterparty of the Studio under the commissionnaire opaque model and a trusted technical third party. Swiplay shall not be held liable for the editorial outcome of a campaign in terms of sales, installs, ROAS, nor for the non-performance of a given Creator, nor for chargebacks initiated outside the contractual dispute procedure. Swiplay's liability is capped at the amount of the Swiplay commission paid for the campaign in question.

Any natural person of legal age may sign up as a Creator regardless of their country of fiscal residence, subject to compliance with these Terms and to the absence of an active sanction list match. Swiplay accepts French residents, EU residents outside France, and non-EU residents alike from V1 of the platform.

From the day the first paid view is settled in the Creator wallet, a sixty (60) day grace period opens during which the Creator may keep applying to campaigns and accumulating earnings, but no withdrawal can be initiated. The Creator is invited at sign-up to upload a valid professional fiscal number (French SIREN / SIRET, German Steuernummer, Italian Partita IVA, Spanish NIF, Belgian or Dutch BTW-nummer, or any equivalent local identifier required by the national transposition of Directive 2006/112/EC) ; Creators residing outside the EU sign a private-law self-billing mandate in lieu of a national fiscal number.

Once the Creator signs the self-billing mandate (valid fiscal identifier provided, VAT regime declared, Stripe Connect Express KYC completed), Swiplay retroactively generates the auto-invoices for the entire accumulated balance, which unlocks withdrawals.

If the Creator has not regularised by the sixty-first (J+61) day, the account moves into a locked state for thirty (30) additional days (J+60 to J+90): the home screen of the platform is replaced by a single regularisation form, the accumulated balance is displayed in full, all other features are unavailable. Submitting a valid fiscal number (or signing the private-law mandate for non-EU residents) instantly unlocks the account and releases the balance.

By ticking the mandate consent checkbox at signup, you authorise Swiplay to issue, in your name and on your behalf, the invoices relating to the revenue you receive on the platform under the provisions applicable to your country of fiscal residence:

• **France**: article 289 I-2 of the Code Général des Impôts.
• **Germany**: art. 14 Abs. 2 UStG (Gutschrift).
• **Belgium**: article 53duodecies of the VAT Code.
• **Netherlands**: artikel 35 of the Wet op de Omzetbelasting 1968 (self-billing).
• **Italy**: DPR 633/72, articolo 21 (autofatturazione).
• **Spain**: Real Decreto 1619/2012, on recapitulative invoicing.
• **Other EU countries**: article 224 of VAT Directive 2006/112/EC.
• **Non-EU countries**: civil-law mandate of representation governed by these Terms.

This authorisation is valid for as long as your Swiplay account is active. You may revoke it at any time by deleting your account, without retroactive effect on invoices already issued. You undertake to notify Swiplay of any change of fiscal regime or country of residence within 7 days; failure to notify may trigger a retroactive correction of past invoices. You remain solely liable for declaring the income you earn on Swiplay to the competent authorities (URSSAF, income tax, VAT if applicable, or any equivalent outside France). The self-billed invoices issued under this mandate are systematically pushed as supplier charges into Swiplay's accounting tool, where they appear as creator purchases offset against Swiplay's revenue (BM v3-bis section 5.3, opaque commissionnaire model, Swiplay is the fiscal buyer of the service).

For French Creators, the regime applied to the auto-invoice depends on the four cases described in BM v3 section 4.4 (creator regime × studio country):

• Franchise en base (CGI art. 293 B), studio FR: 0 % on creator side, 20 % on studio side. Auto-invoice mention "TVA non applicable, art. 293 B du CGI".
• Standard VAT FR, studio FR: 20 % collected on creator side, 20 % on studio side. Auto-invoice mention "TVA collectée 20 %".
• Studio in EU (non-FR), creator FR (any regime): 0 % on studio side via reverse-charge ("Reverse charge, art. 196 dir. 2006/112"); creator-side mention follows the creator regime.
• Studio outside the EU, creator FR (any regime): 0 % on studio side as service export ("Out-of-scope EU VAT, art. 259-1 CGI"); creator-side mention follows the creator regime.

EU Creators (non-FR)

For EU Creators outside France, Swiplay self-assesses the intra-community VAT on acquisition of services pursuant to Article 196 of Directive 2006/112/EC. The auto-invoice issued in the Creator's name carries the mention "Reverse charge, VAT to be paid by recipient (art. 196 dir. 2006/112)". The Creator declares the corresponding turnover under their local regime.

Non-EU Creators

For Creators residing outside the EU, the service is treated as out-of-scope of EU VAT. The auto-invoice issued in the Creator's name carries the mention "Out-of-scope EU VAT". The Creator remains responsible for any local tax obligation arising in their country of residence.

The applicable regime is resolved automatically by the platform from the Creator's declared country of residence and fiscal status, and is shown clearly on every auto-invoice generated by Swiplay.

For French Creators, Swiplay tracks annual platform earnings against the franchise en base threshold (25,000 € HT services for 2025, subject to confirmation of any 2026 evolution). On approaching or exceeding the threshold, Swiplay notifies the Creator, switches subsequent auto-invoices to the standard regime ("Assujetti") and invites them to update their URSSAF declaration.

The Creator remains solely responsible for their own URSSAF declaration and for any consequences of an oversight. Swiplay's automated monitoring is a courtesy and does not transfer fiscal liability.

Earnings are stored in the internal Swiplay wallet. To unlock withdrawals the Creator must (a) provide a valid SIREN or local fiscal identifier, (b) declare a VAT regime where applicable, and (c) complete Stripe Connect Express KYC. Minimum withdrawal: 50 €. Once a cashout is requested by the Creator, a 7-day security window applies during which Swiplay verifies the integrity of the validated views, before releasing the SEPA payout via Stripe Connect Express. Stripe processing fees are transparently borne by Swiplay (no margin on creator payouts).

The triptych of Creator Terms + self-billing mandate (« 2 du I de l'article 289 du CGI ») + campaign brief accepted by tracked click constitutes a valid contractual framework within the meaning of Article 8 of French law n° 2023-451 of 9 June 2023 (as supplemented by ordonnance n° 2024-978 of 6 November 2024 and decree n° 2025-1137 of 28 November 2025). The Creator is solely responsible for including the advertising disclosures required by their jurisdiction of residence (law of 9 June 2023 in France, FTC Endorsement Guides in the United States, ASA CAP Code in the United Kingdom, and equivalents elsewhere) on every published asset. The Creator remains the sole publisher of the content and the sole responsible party in case of breach.

By clicking "Join this Campaign" and by submitting a video, you fully accept the campaign brief (objective, CPM, targeted platforms, editorial constraints, deliverable format, licence scope) as displayed at the time of the click. The platform records the click (timestamp + creator id + campaign id) in the application ledger, which serves as proof of acceptance for the purposes of Article 8 of French law n° 2023-451 of 9 June 2023 and decree n° 2025-1137 of 28 November 2025, without any separate checkbox or per-campaign signature being required.

Any subsequent modification of the brief by the Studio after the Creator's click triggers a new acceptance flow (the Creator must re-click "Join" on the updated version) before the modified brief becomes binding on the Creator. Until that re-acceptance, the version of the brief that was displayed at the original click remains the only contractually binding one.

As a Reporting Platform Operator under EU Directive 2021/514 (DAC7), Swiplay annually reports to the French tax administration (DGFiP) the income paid to the Creator via the platform, in DPI-DAC7 XML format. Swiplay retains the underlying fiscal data for 10 years. The Creator commits to providing their SIREN or local fiscal identifier, country of residence and bank details, and to keeping them up to date.

As an internal compliance policy stricter than the EU standard, Swiplay applies universal DAC7 reporting: 100 % of creators who received any remuneration through the platform during the reference year are reported to the DGFiP, regardless of amount and regardless of the number of transactions. The Annex V, point B(4)(a) excluded-sellers thresholds of Directive 2021/514 (notably the 2,000 € / 30-transaction de minimis) are deliberately not applied as a reporting filter on the Swiplay side: this conservative approach removes any risk of under-reporting and ensures full traceability of creator income vis-à-vis the tax authorities.

For Creators with fiscal residence in France, when the cumulative gross revenue earned on Swiplay during the calendar year exceeds 1,200 € (per beneficiary), **Swiplay** reports these payments to the French tax authority (DGFiP) under the DAS2 form, in accordance with article 240 of the French Code Général des Impôts. As an opaque commissionnaire under article 256 V CGI, Swiplay is the legal payer of the fees and is therefore the entity required to file: this is **not an obligation of the studios** ordering campaigns through Swiplay. The filing is automatic on the Swiplay side: nothing for the Creator to do.

The Creator will find this amount **pre-filled on their 2042 income tax return** in box **BNC** (non-commercial profits) the following year. The Creator remains solely responsible for filing their own income tax return and may consult impots.gouv.fr/particulier/declarer-mes-revenus for guidance.

A one-time informational email is sent automatically by Swiplay to the Creator the first time they cross the 1,200 € threshold in a given calendar year (no permanent banner, no recurring reminder). This notification is purely informational and does not require any action.

Swiplay does NOT operate any US-domestic withholding for creators whose fiscal residence is in the United States: no IRS Form 1099-NEC issued by Swiplay, no Form W-9 collected by Swiplay, no federal or state tax withheld at source on payouts. The Stripe Connect Express account receives USD via the US ACH rail and the creator receives the gross amount in their domestic bank account.

The US creator remains solely responsible for declaring this income to the Internal Revenue Service under their applicable status (sole proprietor on Schedule C of Form 1040, single-member LLC, S-corp, etc.) and for any quarterly estimated tax payments under Form 1040-ES. The European DAC7 directive (Annex V point B(4)(a)) does NOT apply to US tax residents, so no Swiplay-side DGFiP reporting is performed for them.

Stripe Connect Express fees applicable to US accounts (US ACH payouts, cross-border transfers, FX spread on EUR to USD conversion) are passed through to the creator and itemised in the wallet breakdown. Swiplay does not absorb them. The creator can review the live fee estimate at request time, with the post-payout exact fee from Stripe finalised on the wallet ledger once the Stripe webhook delivers the BalanceTransaction.fee amount.

For US creators, Stripe Connect automatically collects the IRS Form W-9 (US tax resident) or Form W-8BEN (non-US resident) during onboarding. Above $600 of US-source income per calendar year, Stripe issues the IRS Form 1099-NEC to the creator and to the Internal Revenue Service. **Swiplay does not archive a copy of these tax documents**: they are kept by Stripe and accessible to the creator through the Stripe Express dashboard. The creator remains responsible for retrieving them when filing their US tax return.

Swiplay may recover funds already paid or scheduled to be paid (clawback) in the following cases: proven fraud, artificial views, plagiarism, chargeback confirmed against a Studio, clerical error. When possible the clawback is deducted from the next payout; otherwise Swiplay may invoice the Creator. Swiplay may suspend or permanently close the account in case of fraudulent behaviour and is the sole arbiter of any litigation arising from use of the platform.

By accepting these Terms and by collecting the first paid view in their wallet, the Creator undertakes to provide a valid professional fiscal number within a maximum of ninety (90) days:

• French SIRET for Creators with fiscal residence in France (auto-entrepreneur, EI, EURL, SAS, etc.).
• Steuernummer for Germany, Partita IVA for Italy, NIF for Spain, BTW-nummer for the Netherlands and Dutch-speaking Belgium, or any other local equivalent compliant with the national transposition of Directive 2006/112/EC.
• For fiscal residents outside the European Union: signature of a private-law mandate authorising self-billing under « 2 du I de l'article 289 du CGI » by Swiplay.

Breakdown of the 90-day window:

• Grace period: from the day of the first collected view to the sixtieth day thereafter (J+60), during which the Creator may keep participating in campaigns and accumulating earnings, but may not initiate any withdrawal.
• Locked period: from the sixty-first to the ninetieth day (J+60 to J+90), during which the Creator account is locked: only the fiscal regularisation screen remains accessible, the accumulated balance is preserved intact, and any valid regularisation immediately and fully unlocks the account.

Contractual penalty on the ninetieth day:

Failing regularisation by the ninetieth day at the latest, Swiplay applies the flat-rate contractual penalty contemplated by article 1231-5 of the French Civil Code, equal to the entirety of the balance accumulated by the Creator on the platform at that date. This penalty covers the administrative management, banking processing (incoming Stripe fees), user support, technical reversal and legal handling costs borne by Swiplay as a result of the Creator's failure to perform. The penalty is collected directly by Swiplay through reversal of the Stripe Connect transfers; the Creator wallet balance returns to zero.

This penalty is definitive. However, in cases of duly justified force majeure (in particular hospitalisation, natural disaster, documented unavailability of a third-party administration), the Creator may submit a reasoned request to legal@swiplay.com; the Swiplay team may, at its sole discretion, grant an exceptional restoration of the account and of the balance.

The Creator acknowledges having been informed, at signup, of this penalty clause and accepts its application under the conditions described. This clause is grounded in the freedom of contract recognised by article 1102 of the French Civil Code and falls outside the consumer protection provisions of the French Consumer Code, the Creator acting in a professional capacity within the meaning of French law n° 2023-451 of 9 June 2023 on commercial influencers.