These Terms and Conditions ("Terms") govern the access to and use of the Platform and all Transactions (including the Confirmations) entered into between the Client and FX Rails.
By registering for or using the Platform, the Client agrees to be bound by these Terms.
In these Terms:
Agreement means the Master Services Agreement entered into by the Client and FX Rails.
All-in Quote has the meaning given to it in the Agreement.
Beneficiary means a beneficiary of a Transaction designated by the Client in line with the respective invoice.
Client means a registered user of the Platform.
Client Funds means funds (either in Local Currency or in Foreign Currency) deposited with FX Rails by a Client directly or through a payment to a Liquidity Provider in connection with a Transaction.
Confirmation means a confirmation of a Transaction by FX Rails over the Platform.
Execution Time means the time at which a transaction is confirmed and becomes binding.
Foreign Currency means any currency other than the Local Currency.
FX Rails means FX Rails AG, a company incorporated in Switzerland and registered with a Swiss Self-Regulatory Organization (SRO) for compliance with anti-money laundering (AML) regulations.
Liquidity Provider refers to third-party financial institutions providing FX liquidity.
Local Currency means the currency of the Client’s country of residence.
Master Currency has the meaning given to it in the Agreement.
Overpayment means a payment by a Client to FX Rails which results in a situation in which the total amount of Client Funds is greater than the total amount of Transactions outstanding (each calculated in the Master Currency based on exchange rate to be provided).
Party means the Client and FX Rails (each a "Party" and together the "Parties")
Pay-In means the transfer of Local Currency to FX Rails.
Pay-Out means to the disbursement of Foreign Currency to a Beneficiary.
Platform means the digital interface provided by FX Rails for invoice submission, compliance checks, currency conversion, and international payments.
Settlement Date means the date on which converted funds are disbursed to the Beneficiary.
Settlement Instructions means the settlement instructions related to a Transaction which has become binding according to Section 9.
Settlement Penalty has the meaning given to it in these Terms.
Third-Party Provider has the meaning given to it in these Terms.
Transaction means a payment transaction entered by the Client on the Platform to be executed by FX Rails.
FX Rails provides a Platform that enables Clients to upload and manage foreign-denominated invoices, undergo AML and KYC compliance checks, transfer Local Currency to FX Rails or, based on instructions of FX Rails, to a Liquidity Provider that will send converted funds to FX Rails, get All-in Quotes for currency conversion, and convert and disburse funds to designated Beneficiaries.
To use the Platform, the Client must possess legal capacity to enter into binding agreements, and complete registration with accurate and current information.
The Client is solely responsible for maintaining the confidentiality and security of all login credentials, including usernames, passwords, and any authentication tokens or access methods used to access the FX Rails Platform. The Client shall implement appropriate technical and organizational measures to prevent unauthorized access, including but not limited to using strong passwords, enabling multi-factor authentication where available, and restricting access to authorized personnel only.
If the Client becomes aware of or suspects that login credentials have been lost, stolen, compromised, or otherwise misused, the Client must notify FX Rails immediately in writing. FX Rails reserves the right to suspend or restrict access to the Platform until the security of the account is restored. The Client shall be liable for any unauthorized activity resulting from compromised credentials and agrees to indemnify FX Rails for any losses, damages, or claims arising from such incidents.
The Client shall only enter Transactions on the Platform in connection with a legitimate business interest incurred during the normal course of the Client's business, or otherwise in accordance with all applicable laws and the commercial purposes set out in the Client's business license, articles of association or comparable constitutional document.
The Client may transfer Local Currency to an account designated by FX Rails over the Platform in the name of FX Rails or to a Liquidity Provider in connection with a Transaction only after compliance approval by FX Rails. Overpayments or unrelated funds are not accepted and FX Rails reserves the right to return or instruct the Liquidity Provider to return such funds to the Client at the Client's costs.
In case of a transfer of Local Currency to an account in the name of FX Rails, FX Rails confirms receipt of the Client Funds before proceeding and holds Client Funds in dedicated accounts separate from its own funds with the exception of fees due to FX Rails in connection with an All-in Quote which will be deducted from the Client Funds periodically.
If, based on instructions of FX Rails, a transfer of Local Currency is made to a Liquidity Provider, no confirmation of receipt of the funds is provided prior to processing the Transaction which is also managed by FX Rails.
When a Transaction is entered on the Platform, FX Rails provides an indicative All-in Quote for the respective Transaction which reflects current market conditions. The indicative All-in Quote for a Transaction may change from time to time if the market conditions change.
Prior to executing a Transaction, the Client must request a firm All-in Quote and the Transaction becomes binding for both Parties when the Client accepts such All-in Quote.
Upon acceptance of a Transaction, FX Rails provides a Confirmation over the Platform reflecting the binding terms of the Transaction and starts executing the conversion related to the Transaction based on the rates negotiated with the respective Liquidity Provider in accordance with the following rules:
a) FX Rails may instruct the Client to transfer Local Currency to an account in the name of FX Rails or a Liquidity Provider for settlement of the Transaction;
b) FX Rails may in its sole and free discretion convert Client Funds into Foreign Currency either when sufficient Client Funds are available to execute the Transaction in whole or in parts and may also split a Transaction into several conversions of smaller amounts;
c) Depending on the amount of the Transaction or the amounts to be converted, FX Rails may be required to execute the Transaction over the course of a day or a number of days;
d) FX Rails may execute a Transaction together with similar transactions from the Client or other clients;
e) FX Rails may in the sole and free discretion choose the Liquidity Provider most suitable for the Transaction.
The Client is obliged to follow Settlement Instructions of FX Rails.
If a Client fails to comply with the Settlement Instructions and e.g. fails to send Local Currency to the Liquidity Provider by the Deadline provided in the Settlement Instructions, any penalties, fees or other payments resulting form such failure to comply with the Settlement Instructions ("Settlement Penalties") must be borne by the Client. The Client pays the Settlement Penalties to FX Rails and agrees that FX Rails may debit the Settlement Penalties directly from any Client Funds of the respective Client held by FX Rails.
Converted funds are held as Client Funds until the earlier of (i) the Client issues a Pay-Out instruction or (ii) the maximum holding duration according to Section 11 has expired. Pay-Outs are executed in accordance with the invoice related to a Transaction and subject to approval of the Beneficiary by compliance of FX Rails provided that sufficient Clients Funds are available to execute the Transaction.
FX Rails may request additional documentation before disbursement. Pay-Outs are subject to sanctions and other legal restrictions.
FX Rails may hold Client Funds for up to a maximum of 60 calendar days. The Client agrees not to deposit Client Funds for longer than 55 calendar days and authorizes FX Rails to return Client Funds to the Client after the expiry of such period in the Local or Foreign Currency in which they are held by FX Rails at the Client's costs.
All fees are included in the All-in Quote and the Client authorizes FX Rails to deduct or debit any fees due to FX Rails in connection with an All-in Quote from the Client Funds. FX Rails may adjust its fee structure with prior notice. Clients are responsible for any applicable taxes or levies.
The Client acknowledges and agrees that any All-in Quote provided by FX Rails is indicative and non-binding until a binding All-in Quote has been requested and accepted by the Client pursuant to Section 9. Due to the inherent volatility of foreign exchange markets, an indicative All-in Quote may change until it has become binding. FX Rails shall not be liable for any discrepancies arising from currency fluctuations occurring between the time an indicative All-in Quote is issued and the time the Client accepts and confirms the Transaction based on a binding All-in Quote. The Client is advised to act promptly upon receiving a quote to minimize the impact of such fluctuations.
Clients must not use the Platform to facilitate payments to or from sanctioned entities, engage in cryptocurrency Transactions in jurisdictions where such activity is restricted, circumvent AML/KYC regulations, or engage in any activity that is illegal, fraudulent, or otherwise prohibited under applicable law or FX Rails’ internal compliance policies.
In particular, FX Rails excludes Clients active in one of the following business sectors from the Platform:
FX Rails reserves the right to immediately suspend or terminate access to the Platform without prior notice if it reasonably suspects that the Client is engaging in any prohibited activity. In such cases, FX Rails may also report the activity to relevant regulatory authorities and cooperate with any ensuing investigations.
The Client shall be fully liable for any damages, losses, penalties, or regulatory actions incurred by FX Rails because of the Client’s engagement in prohibited activities. Furthermore, the Client agrees to indemnify and hold harmless FX Rails, its affiliates, officers, and employees from and against any claims, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to such prohibited conduct.
The Client represents and warrants to FX Rails that:
a) Status: It is duly organized and validly existing under the laws of the jurisdiction of its incorporation.
b) Power and Authority: It has the power to enter into, perform and deliver and has taken all necessary action to authorize its entry into, performance and delivery of the Agreement (including these Terms), any other documentation relating to this Agreement and the Transactions contemplated thereunder.
c) No Violation or Conflict: Execution, delivery and performance of the Agreement and any Transaction thereunder does not violate or conflict with any law applicable to it, any provision of its constitutional documents, or any order or judgement of any court of other agency of government applicable to it or any of its assets.
d) Consents: All governmental and other consents that are required to perform the obligations under the Agreement have been obtained and are in full force and effect and all conditions have been complied with.
e) Obligations Binding: The Client's obligations under the Agreement and each Transaction constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms.
f) Non reliance: You have made your own independent decision to enter into the Agreement and each Transaction and whether that Transaction is appropriate for you based on your own judgement and on advice from such advisers as you have considered necessary.
g) Accuracy Information: All applicable information that is provided to FX Rails by you is, as of the date of the information, true, accurate and complete in every material respect.
h) Invoices: All invoices submitted through the Platform are authentic, accurate, and correspond to legitimate, lawful commercial transactions.
i) Acting on its own Behalf: It is acting on its own behalf and not on behalf of a third party.
j) Sanctions: Neither it nor any of its affiliates, directors, officers, employees, or beneficiaries are subject to any sanctions, restrictions, or legal prohibitions that would prevent the use of the FX Rails Platform or the execution of cross-border payments.
If any of the above representations or warranties are breached, (i) the Client shall be fully liable for any resulting loss, damage, fine, penalty, or regulatory action incurred by FX Rails and (ii) FX Rails may suspend the Client's access to the Platform or terminate the Agreement immediately in accordance with Section 6 of the Agreement. The Client agrees to indemnify and hold harmless FX Rails, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal and professional fees) arising out of or in connection with any breach of these representations and warranties, any failure by the Client to comply with applicable laws, or any misuse of the Platform by the Client or its representatives.
This indemnity shall survive the termination of these Terms and Conditions and shall remain in full force and effect for as long as any such liability may arise.
The Client undertakes to always comply with all applicable laws and regulations, including but not limited to anti-money laundering (AML), counter-terrorism financing (CTF), and sanctions regimes, and shall not use the Platform for any unlawful, fraudulent, or prohibited purpose.
FX Rails processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) or any other applicable data protection regulation.
FX Rails implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures to protect personal data against unauthorized access, loss, misuse, alteration, or destruction.
These measures are based on the principles of privacy by design and privacy by default and include, where appropriate, encryption, access controls, secure data storage, and regular security assessments. FX Rails maintains records of processing activities and, where required, conducts data protection impact assessments.
The Client acknowledges that while FX Rails takes reasonable steps to secure the Platform and protect data, no system can be guaranteed to be completely secure. The Client is responsible for ensuring that its own systems and data handling practices comply with applicable data protection laws.
FX Rails' liability is excluded to the maximum extent permitted by applicable law and FX Rails shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of data, reputational harm, or business interruption, arising out of or in connection with the use of the Platform or the services provided under these Terms.
Although FX Rails carefully selects all third-parties involved in the Transaction such as Liquidity Providers, correspondent banks, payment networks, or other external systems or service providers ("Third-Party Provider"), FX Rails is not responsible or liable for any failures, or inaccuracies caused by them. FX Rails has taken out insurance covering certain errors and liabilities of Third-Party Provider. In case FX Rails is compensated for an error or liability by the insurance of the Third-Party Provider, FX Rails will disburse the respective amount to the Client after having deducted any expenses of FX Rails related to such error or liability of the Third Party Provider.
FX Rails shall further not be liable for any regulatory actions, sanctions, or penalties resulting from inaccurate, incomplete, or misleading information provided by the Client.
FX Rails' total aggregate liability under these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed in aggregate an amount equal to: (i) the 100% (hundred per cent) of the Fees received by FX Rails during the six months preceding the event or circumstances giving rise to such liability; and (ii) USD $1,000,000.00 (one million US dollars).
Nothing in these Terms shall exclude or limit FX Rails’ liability for gross negligence, willful misconduct, or any liability that cannot be excluded or limited under Swiss law.
The Client acknowledges and is aware that all transactions involve risks, including possible losses due to foreign exchange rate fluctuations. FX Rails does not provide any advice in connection with the Transaction. Any information provided by FX Rails on the Platform is purely factual.
FX Rails may suspend access to the Platform with immediate effect and without prior notice if it reasonably suspects in its own discretion that the Client is in breach of these Terms, involved in prohibited activities, or poses a regulatory or reputational risk for FX Rails.
Neither FX Rails nor the Client shall be liable for any failure or delay in the performance of their respective obligations under these Terms and Conditions if and to the extent such failure or delay is caused by or results from events, circumstances, or causes beyond their reasonable control (“Force Majeure Event”). Such events may include, but are not limited to:
The affected party shall promptly notify the other party in writing upon becoming aware of a Force Majeure Event, providing reasonable details of the nature, expected duration, and impact of the event. The affected party shall use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
If the Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate the agreement by providing written notice to the other party, without liability for such termination.
These Terms are governed by substantive Swiss law excluding its conflict of law provisions and international treaties.
In the event of any disagreement, concern, or dispute arising out of or in connection with these Terms or the services provided by FX Rails to the Client, the Client shall first notify FX Rails in writing, providing a detailed description of the issue. FX Rails will acknowledge receipt of the complaint within five (5) business days and will aim to provide a substantive response within fifteen (15) business days. FX Rails will assign a designated compliance or legal officer to investigate and resolve the matter in good faith. The Client agrees to cooperate fully during this process and to provide any additional information reasonably requested by FX Rails. If the dispute cannot be resolved through this internal process within sixty (60) calendar days of the initial complaint, the dispute shall be subject to the exclusive jurisdiction of the courts of Zürich, Switzerland.
FX Rails may amend these Terms. Clients will be notified of material changes. Continued use of the Platform constitutes acceptance of the amended Terms.
FX Rails AG
Rämistrasse 46, 8001 Zurich, Switzerland
Email: legal@fxrails.com