Supply of software and related services by Railsbank Technology Ltd (“Railsr”) to Users

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These terms and conditions set out the terms on which Railsr will provide access to users to the Railsr demo platform (the “Railsr Platform”), a test banking and compliance platform that simulates the full operation of the Railsr “live” platform, which connects together a global network of partner banks and e-money institutions with companies which require API access to financial services.

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Railsr will provide your company (the “User”) with access to, and a profile on, the Railsr Platform from which the User’s personnel will be able to test the Railsr Platform’s functionality.

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These terms and conditions govern the provision and receipt of the Railsr Platform (the “Agreement”). This Agreement will come into effect upon you confirming electronically by clicking “Accept” that you (on behalf of yourself and your company) agree to the terms of the Agreement, and thereafter any interactions by you and your company with Railsr and the Railsr Platform will be subject to the terms of this Agreement, unless and until alternative terms and conditions are agreed between Railsr and you and/or your company.  

 

1.  Railsr’s obligations

1.1 Railsr shall use reasonable endeavours to supply the User with access to the Railsr Platform for no charge, subject to the terms and conditions of this Agreement.

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1.2 Following a request to Railsr by the User for access to the Railsr Platform, Railsr may (but is not obliged to) provide the User with security credentials which the User will need to access the Railsr Platform. These will include a username, each User's password and any other security and API information which the User requires in order to make use of the Railsr Platform (the “Security Credentials”).  For the avoidance of doubt Railsr may in its absolute discretion refuse to issue Security Credentials to any potential Users and shall have no liability to any potential Users for any such refusal.

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2. User’s obligations

2.1 The User agrees to take all necessary steps to ensure that unauthorised access to the Railsr Platform is prevented, and that the Security Credentials are not disclosed to anyone that is not a User.

 

2.2 The User shall ensure that at all times the security measures within the User’s control are such as to ensure the security and safekeeping of all information relating to the Railsr Platform, and any User’s, usage of and access to the Railsr Platform. The User shall inform Railsr immediately by contacting Railsr by telephone if the Security Credentials are compromised in any way.  

 

2.3 The User agrees that the Railsr Platform is accessed only via API and is provided as a test environment only.  The User 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.  

 

2.4 The User 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 User.  

 

2.5 The User undertakes not to adapt, modify, copy, reproduce, reverse engineer, publish, redistribute, sell, sub-licence, exploit, or otherwise part with or make any other use of the Railsr Platform, the intellectual property in the Railsrk 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.

 

3. Compliance with Law

3.1 Each party shall, at all times, comply with all applicable laws and regulation in relation to its performance of its obligations under this Agreement.

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4. Intellectual Property Rights

4.1 The User acknowledges and agrees that all intellectual property rights and other proprietary rights in the Railsr Platform are, as between Railsr and the User, 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 User.

 

5. Confidentiality

5.1 Subject to clause 5.2, 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, will be kept strictly confidential at all times and will not be divulged 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.  

 

5.2 Notwithstanding the foregoing and unless notified otherwise from time to time by the User, the User agrees that Railsrk may disclose on a limited basis that the User 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. 

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6. Data Security

6.1 Railsr will process personal data (as such term is defined in the General Data Protection Regulation (GDPR) (EU) 2016/679) in accordance with its privacy policy, a copy of which can be found at the following weblink https://www.railsr.com/privacypolicy

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6.2 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.

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6.3 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. 

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7. Warranties

7.1 Except as expressly set out in this Agreement and to the extent permitted by law, Railsr disclaims all warranties, conditions, guarantees, representations and statements with respect to the Railsr Platform, including any commitments relating to expected functionality, availability or fitness for purpose.

 

7.2 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 User 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.

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8. Term of this Agreement

8.1 The term shall commence on execution of this Agreement and continue until Railsr terminates this Agreement or otherwise removes the User’s access to the Railsr Platform in accordance with this Agreement.

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9. Termination

9.1 Railsr shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement (and consequently the User’s access to the Railsr Platform) at any time with no prior written notice to the User.

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9.2 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.  

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10. Liability

10.1 Subject to the following sentence, Railsr shall not be liable to the User, whether in contract, tort or otherwise, for any direct, indirect or consequential losses, costs, liabilities and expenses incurred by the User 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.

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11. Entire Agreement

11.1 The User 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 User therefore waives all rights and remedies which, but for this paragraph, might otherwise be available to the User in respect of any such representation, warranty, collateral contract or other assurance.  Nothing in this paragraph limits or excludes any liability for fraud.

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12. Variations

12.1 Railsr shall have the right to amend this Agreement at any time upon notice to the User.  In the event that the User 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 User, Railsr shall be entitled to immediately remove the User’s access to the Railsr Platform.  

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12.2 Amendments made by Railsrk pursuant to this clause 12 shall become effective within 7 days of notifying the User of any such amendments and will be binding on the User from that point in time.  

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13. No Delay

13.1 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.​

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14. Third Party Beneficiaries

14.1 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).​

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15. Governing law and jurisdictions

15.1 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.

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15.2 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).
 

 

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