Terms and Conditions
Supply of Live Account and Payment Services
by PayrNet Ltd. (“PayrNet”)
PayrNet Customer Reference:
These are the terms and conditions of the agreement between us, PayrNet Limited: Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX, UK and You, the Company (or The Customer) entering into the agreement in relation to your Live Account.
Definitions & Interpretation
"Live Account" a non-interest bearing electronic account, or multiple accounts, maintained for the sole purpose of enabling the Payment Services and Transactions;
"Authorised" the act of authorising the payment transfer by successfully submitting a payment command;
“API” is an Application Programming Interface;
"Available Balance" the value of unspent funds held on your Live Account and available to use;
"Customer" the business who has applied successfully for a Live Account and who is the legally and financially responsible Company to whom the Payment Services are provided by us;
"KYC" Anti-Money Laundering Regulations’ Know Your Customer regulatory requirement;
"Payment Services" means all payment and e-money services and any related services available to the Customer through the use of the Live Account;
"SEPA Regulation" means the Single Euro Payments Area Regulation (EU) No 260/2012 and Amending Regulation(EU) No 248/2014, each as may be amended from time to time;
"Security Details" the personalised security details of your Live Account, including your API key(s), username, passwords, login and other security details relating to your Live Account and including any PIN codes or other security features of a device on which your Live Account is connected;
"Railsbank" means Railsbank Technology Limited, being a company registered in England and Wales under company number 10076912 and having its registered office at The Old Vicarage, Hitchin Road, Kimpton, United Kingdom, SG4 8EF;
"Railsbank Support" means Railsbank’s support email address firstname.lastname@example.org;
"Railsbank Terms" means the “Live Platform Terms and Conditions” between you and Railsbank, as may be amended from time to time;
"Transaction" means any use of the Live Account including but not limited to: (i) making a payment to a third party; (ii) receiving a payment from a third party; and (iii) requesting an IBAN or Account Number. Details of allowable Transactions are outlined in Schedule 1.
“SEPA Countries” means the following countries defined here https://www.ecb.europa.eu/paym/retpaym/paymint/sepa/html/index.en.html
"we", "us" or ‘our" PayrNet as the e-money issuer; and "you" or "your" the Customer who has been provided with a Live Account for use in accordance with these Terms and Conditions.
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 PayrNet for use of the Live Account and Payments Services.
Once onboarded, We will provide your business a Live Account which enables you to access Payment Services that your business has requested.
There are limits on the types and size of transactions that you are able to undertake on the Live Account, as set out in Schedule 1.
You will use the Live Account only for your business purposes, and agree to do so in accordance with these terms and conditions.
The data that you place on the Live Account 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.
1. Contacting Us
1.1. You can contact us via Railsbank Support to raise any questions regarding your Live Account or to report any security concerns regarding your Live Account or lost, stolen or compromised Security Details.
2. Full Terms
2.1. These Terms and Conditions govern the relationship between us and you for the provision of the Live Account and Payment Services by us to you.
2.2. This Agreement will come into effect upon signing that you (on behalf of yourself and your business) agree to the terms of the Agreement.
2.3. When you accept these Terms and Conditions, we may request certain information so that we may identify you and can comply with all applicable KYC and anti-money laundering requirements. We shall keep records of such information and documents in accordance with all applicable legal and regulatory requirements.
2.4. We are authorised and regulated as an e-money issuer by the Financial Conduct Authority (firm reference number: 900594). Details of our authorisation licence by the Financial Conduct Authority is available on the public register at the following link:
2.5. We may update or amend these Terms and Conditions from time to time. Notice of any changes will be given on the website or by notification by e-mail.
2.6. These Terms and Conditions and all information are originally provided to you in English. If a document is translated into another language you agree that this is done for your own benefit and if there are any discrepancies between the translated version and the English language version the text of the English language version shall prevail.
2.7. At any time during the contractual relationship you shall have the right to receive, on request, these Terms and Conditions free of charge.
3.1. Your Live Account and The Payment Services are provided by Us, and we have appointed Railsbank as our agent to provide You access to your Live Account and the Payment Services.
3.2. Railsbank may take your instructions regarding Transactions, provide you with information regarding the status of your Live Account and Transactions and assist you in the use of your Live Account.
3.3. You may only access your Live Account through an API provided by Railsbank (the "Railsbank API"). The terms of your relationship with Railsbank are set out in the Railsbank Terms that will be presented to you before you open your Live Account.
3.4. Before executing a Transaction or carrying out a Payment Service, we may at our discretion carry out various checks with a view to the avoidance of money laundering, and/or fraud, and conforming with the restrictions of the Live Account shown in Schedule 1.
3.5. You must ensure that you have a sufficient Available Balance to pay for each Transaction that you make using the Payment Services (including value added tax and any other taxes, charges or fees that may be applicable).
3.6. If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, you shall owe us and must repay us the amount of such excess immediately and we shall be entitled to stop any existing or subsequent Transactions from proceeding until the amount of excess has been paid.
3.7. Any Transaction instructed by You through the Railsbank API will be considered as Your consent for the Transaction to be processed.
3.8. The value of each sending money Transaction will be deducted from the Available Balance. The value of each receiving money Transaction will be credited to the Available Balance.
3.9. We may refuse to authorise any use of the Payment Services which could breach these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party have committed or are planning to commit fraud or any other illegal use of the Payment Services.
3.10. Your ability to use or access the Payment Services may occasionally be interrupted, for example if we need to carry out maintenance.
3.11. We may assign our rights, interest or obligations under this Agreement to any third party (including by way of merger, consolidation or the acquisition of all or substantially all of our business and assets relating to the Agreement) upon 2 month’s written notice, provided that; (i) doing so shall not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Our reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance to you.
4. Additional terms arising from your relationship with Railsbank
4.1. As a condition of opening an Live Account, you must also have agreed to the Railsbank Terms.
4.2. We may terminate this Agreement where your relationship with Railsbank is terminated in accordance with the Railsbank Terms.
5. Service Limits
5.1. Only incorporated companies are entitled to register for a Live Account.
5.2. Transactions on your Live account may be restricted in accordance with Schedule 1.
5.3. A Transaction may be restricted if we have reasonable grounds for concern regarding the security of your Live Account; in the event of suspected unauthorised or fraudulent use of your Live Account; or where executing a Transaction would conflict with law or regulation.
5.4. For anti-money laundering and anti-fraud reasons we reserve our rights to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
6. Managing & Protecting Your Live Account
6.1. You are responsible for taking all reasonable steps to keep safe and not share with anyone your Security Details.
6.2. If you forget any of your registration details you should contact us in accordance with the Contact Us section above.
6.3. The Live Account is personal to You and only You should use it and the associated Payment Services.
6.4. You should contact us without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of: your Security Details; or a device you use to access your Live Account where your Security Details are embedded, retained or pre-configured on that device.
7. Identity Verification
7.1. We reserve the right at any time to satisfy ourselves as to your identity and company address (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or money laundering.
7.2. In addition, at the time of your application or at any time in the future, in connection with your Live Account, you authorise us to perform electronic identity verification checks directly or using relevant third parties.
8. Term of this Agreement
8.1. The term shall commence on execution of this Agreement and continue until We or You terminates this Agreement.
8.2. If your Live is Account is dormant for 6 months or more we will terminate this agreement.
9. Your right to terminate your Live Account
9.1. You may terminate these Terms and Conditions and initiate the closure of your Live Account at any time by an e-mail notice to Railsbank Support from the e-mail address you provided when registering your Live Account, at which point we will suspend all further use of your Payment Services. However, you will still remain liable to us for any Transactions that were authorised by you prior to your request.
9.2. Any funds held on your PlayLive Account will be returned to You within 1 month to the account from which the funds were originally received from, less any charges due to Us, provided that we are not required to withhold your Available Balance by law or regulation, or at the request of the police, a court or any regulatory authority.
9.3. If, following your termination request, we are unable to refund you the Available Balance as the information you have provided to us is incomplete or incorrect, we will retain your Available Balance for a period of six years during which period you may request the redemption of your Available Balance. Following the end of the six year period, your Available Balance will be forfeited and your Live Account will be closed.
9.4. If, following reimbursement of your Available Balance, any further Transactions are found to have been made or charges incurred or we receive a reversal of any prior funding transaction, we will notify you of the amount and you must immediately repay to us such amount on demand as a debt.
10. Our right to terminate or suspend your Live Account
10.1. We may terminate or suspend, for such period as may reasonably be required, your use of the Payment Services and your Live Account at any time, without prior notice for any reason.
10.2. Where your Live Account is terminated by Us, your funds will be returned in accordance with the provisions in “Your right to terminate your Live Account”
10.3. In the event of any termination of this Agreement We 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, We 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. Refunds for Transactions
12.1. If you believe that a Transaction has been made without your consent or has been incorrectly executed you should contact Railsbank Support promptly and without undue delay.
12.2. A claim for a refund of an unauthorised or incorrectly executed Transaction must be made within 1 week from the date on which the funds were deducted from your Available Balance.
12.3. When we receive your claim for a refund we will either refund the full amount of the Transaction or provide you with justification for refusing the refund where permitted to do so by applicable law.
12.4. Where you have a valid entitlement to a refund for a credit transfer under the SEPA Regulation, you will need to exercise that right within eight weeks of the relevant transaction.
12.5. If you are not satisfied with the justification provided for refusing the refund or with the outcome of your claim for a refund, you may submit a complaint to us.
13.1. We take complaints very seriously and value the opportunity they provide to assist us with reviewing the way we do business and helping us meet our customers’ expectations. Our primary aim is to resolve any complaints that you may have as quickly and effectively as we can and consequently have documented the steps to be taken below.
13.2. In the first instance, your initial communication will be with the Railsbank Complaints ( email@example.com ), which will respond your complaint within five working days and provide if, having received a response from the Railsbank Complaints Team you are unhappy with the outcome, please contact the Complaints Officer of PayrNet, in writing via email to firstname.lastname@example.org.
13.3. If the Complaints Officer is unable to respond to your complaint immediately, you will receive confirmation that your complaint has been received and a formal investigation will be conducted. You will receive a formal response of their findings within eight weeks.
13.4. If you are still not satisfied with the response you have received additional guidance on how to proceed is provided by the FCA at https://www.fca.org.uk/consumers/how-complain
14. Data Security
14.1. In respect of any data, which may include personal data, supplied by the Customer to Us (the “Data”), subject to clauses 15.2 and 15.3 We will:
a. comply with the requirements of applicable data protection legislation;
b. take all appropriate security, technical and organisational measures against unauthorised or unlawful processing of the Data and against accidental loss or destruction of, or damage to, the Data, and perform regular and secure backups of all the Data in its possession or control;
c. if any Data is accessed by an unauthorised person or lost, corrupted, degraded or otherwise altered, due to an act or omission of Us or any of Our personnel, notify the Customer and take all steps to mitigate or avoid such breach; and
d. not disclose the Customer’s Security Details to any person other than Our personnel with a need to know.
14.2. The Customer agrees that We shall be entitled to monitor the Customer’s use of the Live Account and Payment Services 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.
14.3. The Customer agrees that We shall be entitled to use the Data on a fully anonymised basis in order to carry out data analytics and analysis for its own business purposes.
15.1. By entering into this Agreement the Customer warrants and represents to Us that it is a legal entity and that the personnel which has affected the agreement to these terms on behalf of the Customer is duly authorised to legally bind the Customer.
15.2. Except as expressly set out in this Agreement and to the extent permitted by law, Railsbank gives no warranties, conditions, guarantees, representations and statements with respect to the Railsbank Platform, including any commitments relating to expected functionality, availability or fitness for purpose.
16.1. We do not intend that any of the terms of this Agreement will be enforceable by a person not a party to it.
16.2. Any waiver or concession we may allow you will not affect our strict rights and your obligations under this Agreement.
16.3. The Customer agrees that they will not use the Payment Services in an illegal manner and you agree to indemnify us against any claim or proceeding brought about by such illegal use of the Payment Services.
16.4. This Agreement and the documents referred to in it, constitute the entire agreement and understanding between you and us and supersede any previous agreement between us relating to the subject matter of this Agreement.
16.5. Statements, notices and other communications to you may be sent to the mail or e-mail address provided by you or by postings on the website or other reasonable means.
16.6. Statements, notices and other communications you make to us may be made to Railsbank Support.
16.7. If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
17. Funds Protection
17.1. Your funds are held in segregated accounts in accordance with relevant legislation and will receive protection under law in the event that We became insolvent. If We became insolvent, your e-money funds will be ring fenced from claims made by any other creditors.
18. Governing Law and Jurisdictions
18.1. 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.
18.2. 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).
19. Intellectual Property
19.1 The Customer acknowledges and agrees that all intellectual property rights and other proprietary rights in the Live Account are, as between Us and the Customer, owned by Us. Nothing in this Agreement shall operate so as to effect any transfer of any intellectual property rights or other proprietary rights in the PayrNet Account to the Customer.
20.1 Subject to clause 20.2, We 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.
20.2 Notwithstanding the foregoing and unless notified otherwise from time to time by the Customer, the Customer agrees that We:
(A) may disclose the terms and existence of this Agreement to its advisers and investors/potential investors; and
(B) 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.
I am fully authorised by….
The Customer (full legal entity name):
Country of Registration:
Company Registration Number:
to agree to these terms and conditions: