User Terms and Conditions
for Railsr Play
Supply of software and related services by Railsbank Technology Ltd. (“Railsr”) to Users
Summary of Key Terms
Set out below is a brief summary of the key terms within these terms and conditions. These are condensed for ease of understanding but are not a substitute for reading the full terms and conditions below, which are the legally binding terms between your business and Railsr for use of the Railsr “Play Live” technology platform.
Once onboarded, Railsr will provide your business with access to a test technology platform (via API) known as the “Play Live” platform, which enables you to access certain services that your business has requested from an e-money platform, so your business can test and evaluate the Play Live platform.
Railsr makes no commitment that the Play Live platform will work for your purposes or that it will meet any availability / uptime targets – the Play Live platform is provided so your business can make its own assessment of the functionality and if it works for your business needs. This access is provided for no charge, but is subject to termination at any time by Railsr. There are limits on the types and size of transactions that you are able to undertake on this test platform, as set out in schedule 1.
You will use the Play Live platform only for your business purposes, and agree to do so in accordance with these terms and conditions.
The data that you place on the Play Live platform will be kept confidential and secure by us, but you agree that we can monitor that data to detect and prevent unlawful activity, and can use that data on an anonymised basis to carry out data analytics.
These terms and conditions set out the terms on which Railsr will provide access to users to the Railsr “Play Live” demo platform (the “Railsrk Platform”), a test platform that simulates the operation of the Railsr “live” platform, which connects together a global network of partner banks and e-money institutions with businesses which require application programming interface (“API”) access to financial services provided by these third parties.
Railsr will provide your business (the “Customer”) with access to, and a profile on, the Railsr Platform from which the Customer’s personnel will be able to test the Railsr Platform’s functionality and access certain limited services provided by an e-money institution (the “EMI”) which the EMI has agreed to provide to the Customer via a separate agreement directly between the EMI and the Customer (the “PlayLive Account Agreement”).
These terms and conditions govern the provision and receipt of the Railsr Platform (the “Agreement”) by your business and its personnel. This Agreement will come into effect upon you confirming electronically (by ticking the box on the Railsr website confirming your business’s acceptance of these terms) that you (on behalf of yourself and your business) agree to the terms of the Agreement.
1. Railsr’s obligations
1.1 Railsr shall use reasonable endeavours to supply the Customer with access to the Railsr Platform for no charge, subject to the terms and conditions of this Agreement. By accessing the Railsr Platform the Customer will be able to access the services provided to it by the EMI under the EMI Agreement (the “EMI Services”), subject always to the terms and conditions of the EMI Agreement.
1.2 Following a request to Railsr by the Customer for access to the Railsr Platform, Railsr may (but is not obliged to) provide the Customer with security credentials which the Customer will need to access the Railsr Platform. These will include a username, each Customer's password and any other security and API information which the Customer requires in order to make use of the Railsr Platform (the “Security Credentials”). In considering whether or not to issue Security Credentials to any potential Customers Railsr will consider the requirements of clause 1.3 below, but for the avoidance of doubt Railsr may in its absolute discretion refuse to issue Security Credentials to any potential Customers and shall have no liability to any potential Customers for any such refusal.
1.3 For the avoidance of doubt, the Customer may only be issued Security Credentials once:
Railsr is satisfied that the Customer should be given access to the Railsr Platform (in its absolute discretion);
the EMI confirmed to Railsr that it has satisfactorily completed its own onboarding checks and processes in respect of the Customer; and
the EMI has more generally confirmed to Railsr that from its perspective it is willing to provide the EMI Services to the Customer.
1.4 Railsr does not provide any financial services to the Customer that are regulated in the UK, including for the avoidance of doubt, any regulated payments, e-money, banking services or arrangements with a view to transactions in investments.
2. EMI Services
2.1 The Customer acknowledges and agrees that its access to and use of the Railsr Platform generally shall be subject to the terms of this Agreement. The Railsr Platform provides a conduit through which the Customer can access the services of the EMI which the EMI has agreed to provide to the Customer pursuant to the EMI Agreement.
2.2 Accordingly any use of the EMI Services via the Railsr Platform shall be subject to the provisions of the EMI Agreement and the EMI shall hold the sole responsibility for the operation and provision (or lack of operation or provision) of the EMI Services, via the EMI Agreement. Railsr shall have no obligation or responsibility for the operation and provision (or lack of operation or provision) of the EMI Services.
3. Customer’s obligations
3.1 The Customer agrees that it will only use the Railsr Platform for purposes relating to its business.
3.2 The Customer agrees to take all necessary steps to ensure that unauthorised access to the Railsr Platform is prevented, that the Security Credentials are not disclosed to anyone that is not a Customer, and that it will not breach or attempt to circumvent any of the restrictions on use of the Railsr Platform and the services of the EMI as set out in Schedule 1 hereto and/or the EMI Agreement.
3.3 The Customer shall ensure that at all times the security measures within the Customer’s control are such as to ensure the security and safekeeping of all information relating to the Railsr Platform, and any Customer’s usage of and access to the Railsr Platform. The Customer shall inform Railsr immediately by contacting Railsr by email at [firstname.lastname@example.org] if the Security Credentials are compromised in any way, including for example if they are lost, stolen or used without authorisation from the Customer.
3.4 The Customer agrees that the Railsr Platform is accessed only via API and is provided as a test environment only. The Customer agrees that it shall not use, or attempt to use, the Railsr Platform for any reason other than in order to test the functionality of the Railsr Platform for its own internal business purposes.
3.5 The Customer may only allow use of the Security Credentials by its personnel, officers, employees and/or agents to access the Railsr Platform on behalf of the Customer. The Customer agrees that it shall be fully responsible for the acts and omissions of any of its personnel, officers, employees and/or agents that access the Railsr Platform on behalf of, or purporting to be on behalf of, the Customer.
3.6 The Customer undertakes not to adapt, modify, copy, reproduce, reverse engineer, publish, redistribute, sell, sub-license, exploit, or otherwise part with or make any other use of the Railsr Platform, the intellectual property in the Railsr Platform, any data on the Railsr Platform, or the concept of the Railsr Platform more generally except for internal business purposes or to the extent required by law, nor to authorise, enable or assist any third party in doing so.
4. Compliance with Law
4.1 Each party shall, at all times, comply with all applicable laws and regulation in relation to its performance of its obligations under this Agreement.
5. Intellectual Property Rights
5.1 The Customer acknowledges and agrees that all intellectual property rights and other proprietary rights in the Railsr Platform are, as between Railsr and the Customer, owned by Railsr. Nothing in this Agreement shall operate so as to effect any transfer of any intellectual property rights or other proprietary rights in the Railsr Platform to the Customer.
6.1 Subject to clause 6.2, Railsr and the Customer agree that they will keep the terms and existence of this Agreement between the parties, as well as all information gained by either party relating to the business, personnel and assets of the other, strictly confidential at all times and will not divulge any of this to any person (other than the senior employees and professional advisors of the parties, or as may be required by law) without the prior written consent of the other parties.
6.2 Notwithstanding the foregoing and unless notified otherwise from time to time by the Customer, the Customer agrees that Railsr:
may disclose the terms and existence of this Agreement to its advisers and investors/potential investors, and disclose more generally on a limited basis that the Customer has an account on the Railsr Platform in Railsr’s marketing materials and website, and grants to Railsr a licence to use its trade marks and trade names solely to the extent necessary to enable Railsr to do so; and
may disclose any confidential information of the Customer and/or its personnel to the extent necessary to enable it to comply with its legal and regulatory obligations.
7. Data Security
7.2 The Customer agrees that Railsr shall be entitled to monitor the Customer’s use of the Railsr Platform for the purposes of prevention and detection of fraudulent and other unlawful activity and, solely to the extent necessary for it to comply with any legal and regulatory obligation, shall be entitled to use and disclose any Data to any competent authority having jurisdiction over the same.
7.3 The Customer agrees that Railsr shall be entitled to use the Data on an anonymised basis in order to carry out data analytics and analysis for its own business purposes.
8.1 By entering into this Agreement the Customer warrants and represents to Railsr that it is a legal entity and that the personnel which has effected the agreement to these terms on behalf of the Customer is duly authorised to legally bind the Customer.
8.2 Except as expressly set out in this Agreement and to the extent permitted by law, Railsr gives no warranties, conditions, guarantees, representations and statements with respect to the Railsr Platform, including any commitments relating to expected functionality, availability or fitness for purpose.
8.3 Nothing contained on the Railsr Platform constitutes investment advice or an assurance or guarantee as to the expected outcome of using the Railsr Platform. The Customer agrees that it will not rely upon the contents of the Railsr Platform and that it will take all steps it deems necessary, at its own expense, including obtaining independent professional advice, to arrive at its independent opinion and its decision whether or not to enter into transactions.
9. Term of this Agreement
9.1 The term shall commence on execution of this Agreement and continue until Railsr terminates this Agreement or otherwise removes the Customer’s access to the Railsr Platform in accordance with this Agreement.
10.1 Railsr shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement (and consequently the Customer’s access to the Railsr Platform) at any time with no prior written notice to the Customer.
10.2 In the event of any termination of this Agreement Railsr shall be under no obligation to return any Data, save to the extent it is required to do so by applicable law.
11.1 Subject to the following sentence, Railsr shall not be liable to the Customer, whether in contract, tort or otherwise, for any direct, indirect or consequential losses, costs, liabilities and expenses incurred by the Customer or any of its personnel in connection with this Agreement. Nothing in this Agreement shall operate so as to limit or exclude either party’s liability for losses which cannot be excluded or limited by applicable law or regulation.
12. Entire Agreement
12.1 The Customer acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement) made by or on behalf of Railsr. The Customer therefore waives all rights and remedies which, but for this paragraph, might otherwise be available to the Customer in respect of any such representation, warranty, collateral contract or other assurance. Nothing in this paragraph limits or excludes any liability for fraud.
13.1 Railsr shall have the right to amend this Agreement at any time upon notice to the Customer. In the event that the Customer objects to any amendments proposed by Railsr pursuant to this clause, it shall have the right to terminate this Agreement by giving to Railsr notice. Upon receipt of any such notice from a Customer, Railsr shall be entitled to immediately remove the Customer’s access to the Railsr Platform.
13.2 Amendments made by Railsr pursuant to this clause 13 shall become effective within a minimum of 7 days of Railsr notifying the Customer of any such amendments and will be binding on the Customer from that point in time.
14. No Delay
14.1 No delay or failure by Railsr to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.
15. Third Party Beneficiaries
15.1 This Agreement does not create any right or benefit enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).
16. Governing law and jurisdictions
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1: Restrictions on Use
The Customer acknowledges and agrees that the Railsr Platform provided pursuant to this Agreement is a test platform and accordingly (as agreed with the EMI) the Railsr Platform is configured to limit Customers’ use of the Railsr Platform and the EMI Services. Without limitation, the restrictions on use of the Railsrk Platform and the EMI Services are listed below:
Euros and GBP only
There is a transaction limit of €5 or £5
The cumulative number of transactions will not exceed 20.
Only 3 IBANs or Accounts allowed per Customer.
Limit of 3 (beneficiaries) to send money to.
Money inbound and outbound is restricted to/from the following countries: austria, belgium, bulgaria, croatia, cyprus, czech republic, denmark, estonia, finland, france, germany, gibraltar, greece, hungary, iceland, ireland, italy, latvia, liechtenstein, lithuania, luxembourg, malta, netherlands, norway, poland, portugal, romania, slovakia, slovenia, spain, sweden and united kingdom.
Single Euro Payments Area (“SEPA”) STEP2 payments and UK FasterPayments only