Terms & Conditions 

Bluerails is the brand name under which Bandra Railz Finance Inc., a Canadian Money Services Business (MSB), offers its services globally. All references to “Bandra Railz Finance Inc.” in this Agreement include its operations under the name Bluerails. 

This Terms and Conditions document (the “Agreement”) is a binding contract between you and Bandra Railz Finance Inc. DBA Bluerails (the “Company”). It governs your use of Bandra Railz Finance Inc.’s services – including any accounts, digital wallets, or payment facilities provided by Bandra Railz Finance Inc. DBA Bluerails (collectively, the “Services”) – whether accessed through our website or mobile application. By opening an account or using any Service, you acknowledge that you have read, understood, and agree to all terms in this Agreement, including any service-specific terms and the Company’s Privacy Policy (incorporated herein by reference). This unified Agreement also includes additional terms that apply when Bandra Railz Finance Inc. DBA Bluerails enters into payout service partnerships with other financial institutions or business entities (each a “Partner”). The Partner-specific terms (such as those regarding service level commitments and operational cooperation) are clearly indicated in this document and are intended to complement the general user terms. In the event of any conflict between the general terms and the Partner-specific terms, the Partner-specific provisions shall govern the partnership arrangement. 

Regulatory Status: Bandra Railz Finance Inc. DBA Bluerails is registered in Canada as a Money Services Business (“MSB”) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) and is authorized to provide services including foreign exchange dealing, money transfer, and dealing in virtual currencies. The Company complies with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and all other applicable Canadian laws and regulations. You agree that your use of the Services will also comply with all applicable laws, including Canadian anti-money laundering and consumer protection laws, as further detailed in this Agreement. 

1. Definitions 

Account – means a Bandra Railz Finance Inc. DBA Bluerails account established by a User for accessing the Services. Two types of Accounts may be offered: Personal Account (for individual, personal use) and Business Account (for commercial use, subject to Company approval). 

Affiliate – means, with respect to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. 

Beneficiary – means an individual identified by a Sender (e.g. in a remittance transaction) to whom funds are to be delivered via the Service. 

Beneficiary Institution – means the bank, e-wallet operator, money remittance service, or other financial service provider that ultimately makes funds available to a Beneficiary. This could be a party in Bandra Railz Finance Inc.’s payout network that receives a payment from Bandra Railz Finance Inc. DBA Bluerails (or from an intermediary) and credits or disburses the funds to the Beneficiary. 

Covered Third Parties – collectively refers to any third-party product or service providers that a User might utilize in connection with the Services, such as mobile device manufacturers, operating system providers (e.g. Apple, Google), mobile carriers, or third-party platforms or merchants. These parties may have their own agreements, and Bandra Railz Finance Inc. DBA Bluerails is not responsible for their products or services. 

Confidential Information – means any non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Recipient”) in connection with the Services or a partnership, whether orally, visually, in writing, or in electronic form. Confidential Information includes, but is not limited to, business plans, marketing strategies, financial data, software and technical information, customer or user data (including Personal Information and Payment Data), and any other information that is identified as confidential or would reasonably be understood to be confidential by its nature. Confidential Information does not include information that (i) is approved for release by the Disclosing Party in writing, (ii) is or becomes publicly available without breach of this Agreement, (iii) was known to the Recipient prior to disclosure (as evidenced by written records), (iv) is lawfully obtained by the Recipient from a third party without restriction, or (v) is independently developed by the Recipient without reference to the Confidential Information. 

Bluerails Digital Asset Wallet (BDAW) – refers to Bandra Railz Finance Inc.’s designated digital asset wallet or custodial account used for facilitating settlement of transactions (especially cross-border or cryptocurrency-denominated transactions). The BDAW is maintained by Bandra Railz Finance Inc. DBA Bluerails or its nominee custodian for the purpose of receiving settlement funds from Partners and disbursing funds to Beneficiary Institutions as needed. If applicable, a “Pre-Booked Currency BDAW” is a dedicated digital wallet in a specific currency at pre-booked exchange rates, maintained pursuant to Clause 2.5 (e.g. to lock in exchange rates for anticipated transactions). 

Exchange Rate – means the foreign exchange conversion rate offered by Bandra Railz Finance Inc. DBA Bluerails for converting one currency to another in the course of providing the Service. Exchange Rates may be updated periodically by Bandra Railz Finance Inc. DBA Bluerails and communicated to users or Partners via the Service platform. For Partners, specific procedures for obtaining and accepting Exchange Rates are set out in the partnership terms (e.g. via Bandra Railz Finance Inc.’s system). 

Fees – means any fees, charges, commissions, or costs that Bandra Railz Finance Inc. DBA Bluerails imposes for use of the Services. For Users, applicable fees (for example, transaction fees or account fees) may be displayed in the app or website and are subject to change at the Company’s discretion. For Partners, “Fees” include all amounts payable to Bandra Railz Finance Inc. DBA Bluerails for the Service, including transaction fees, as set out in a fee schedule (e.g. Schedule 1) or partnership agreement. 

Partner – means a business entity that has entered or will enter into a payout service or partnership agreement with Bandra Railz Finance Inc. DBA Bluerails to facilitate transactions via the Services. A Partner is often a licensed financial services provider (such as an MSB, bank, e-wallet, or remittance company) that sends transaction instructions to Bandra Railz Finance Inc. DBA Bluerails for processing and disbursement to Beneficiaries. The term “Partner” in this Agreement may also encompass any authorized Sending Partner that the primary Partner uses to originate transactions (see below). 

Partner System – refers to the software, systems, or technical infrastructure operated by a Partner (including any Sending Partner’s systems) which interface with Bandra Railz Finance Inc.’s systems for the purpose of sending payment instructions and data. 

Payment Data – means the information and instructions related to a payment or transaction, as collected by a Partner (or a Sending Partner) from a Sender, and transmitted to Bandra Railz Finance Inc. DBA Bluerails for processing. Payment Data typically includes details such as the Sender’s identity and contact information, the Beneficiary’s details (e.g. name, account or wallet number, contact information), the transaction amount and currency, and any required compliance information. 

Payout Channel – means a financial network or intermediary through which Bandra Railz Finance Inc. DBA Bluerails can disburse funds to a Beneficiary. It can be an Intermediary Institution or a direct Beneficiary Institution integrated with Bandra Railz Finance Inc.’s platform. For example, Bandra Railz Finance Inc. DBA Bluerails may use local bank partners, cash pickup agents, mobile wallet operators, or other payment service providers as Payout Channels in various countries. 

Personal Information – means information about an identifiable individual, as further defined in Bandra Railz Finance Inc.’s Privacy Policy (and under applicable privacy laws). This includes information Users provide during registration or account verification (such as name, address, date of birth, contact details, identification numbers) and any other information that is used to identify, contact, or locate an individual. (See also Privacy Laws below.) 

Privacy Laws – refers to all applicable laws and regulations relating to data protection, privacy, and the processing of Personal Information, in each jurisdiction where the Services are offered or where either party operates. This includes, as applicable, Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and equivalent provincial laws, as well as any foreign data protection laws relevant to a transaction (for instance, the EU General Data Protection Regulation (GDPR) if EU data is involved). 

Regulatory Authority – means any governmental or regulatory body or authority having jurisdiction over the Company or a Partner, or over any aspect of the Services. This includes, but is not limited to, financial regulators, data protection authorities, central banks, and law enforcement agencies in relevant jurisdictions. (For example, FINTRAC is the Canadian Regulatory Authority for anti-money laundering compliance of MSBs.) 

Regulatory Permission – means any license, registration, authorization, or permission required by a Regulatory Authority for a party to operate and provide its services. For Bandra Railz Finance Inc. DBA Bluerails this would include its FINTRAC MSB registration and any other required licenses. For a Partner, this would include any money transmitter license, banking license, or other authorization that the Partner must maintain in its jurisdiction in order to engage in the activities contemplated by this Agreement. 

Sender – means the individual or entity that originates a payment transaction by providing funds and Payment Data for transfer to a Beneficiary. For example, if a User is sending money to a friend abroad through Bandra Railz Finance Inc., that User is the Sender; in a partnership context, the Partner’s customer might be the Sender whose funds are being remitted. 

Sending Partner – if applicable, means a third-party institution (which could be an Intermediary or another ordering institution) that is authorized by a Partner to collect funds and Payment Data from a Sender and then forward the transaction to the Partner (who in turn transmits it to Bandra Railz Finance Inc.). In other words, a Sending Partner is an upstream partner or client of the Partner, involved in the origination of transactions. 

Service – refers to Bandra Railz Finance Inc.’s money transfer, payout and related financial services offered via its electronic platforms and network of partners. The Service includes the processing of transactions initiated by Senders, the transmission of Payment Data between the Partner System and Bandra Railz Finance Inc.’s system, and the disbursement of funds to Beneficiaries through the appropriate Payout Channels. It also encompasses any ancillary features provided to Users (such as currency exchange, digital wallet storage, or other payment facilities) as described in this Agreement. 

Service Level Agreement (SLA) – refers to specific service performance standards and operational procedures mutually agreed between Bandra Railz Finance Inc. DBA Bluerails and a Partner, as set out in Schedule 3 of this Agreement. The SLA may define metrics such as system uptime, support response times, and transaction processing turnaround times, as well as escalation procedures for technical issues. 

Settlement – refers to the process by which a Partner provides funds to Bandra Railz Finance Inc. DBA Bluerails to cover transactions that have been processed, including payment of any applicable fees. In a partnership context, “Settlement” typically means the Partner’s transfer of the aggregate amount of transactions (in the agreed Settlement Currency) to Bandra Railz Finance Inc. DBA Bluerails on a scheduled basis, enabling Bandra Railz Finance Inc. DBA Bluerails to disburse those transactions to Beneficiaries. The specific Settlement procedures (timing, currency, method) are set out in Schedule 2 of this Agreement. 

Settlement Currency – means the currency in which Settlement payments are made by the Partner to Bandra Railz Finance Inc., as specified in the partnership agreement (e.g. a major currency like USD or CAD, or a stablecoin, etc.). 

Settlement Information – means the banking or wallet details and instructions for making Settlement payments. This includes Bandra Railz Finance Inc.’s receiving account or wallet details and the Partner’s source account details, as detailed in Schedule 2 (for example, account numbers, wallet addresses, bank name, etc., for both parties). 

Transaction – means a transfer of funds initiated via the Service, consisting of a Sender sending a certain amount (in a specified currency) to a Beneficiary. Each Transaction is identified by a unique transaction ID and includes the processing steps from initiation through payout. 

Transaction Fee – means the fee charged by Bandra Railz Finance Inc. DBA Bluerails for processing a single Transaction. For Users, this might be included in the exchange rate or charged separately at the time of transfer. For Partners, the Transaction Fee and any other fees are detailed in Schedule 1 and are typically deducted from or paid alongside the Settlement. 

User – refers to any individual or entity using Bandra Railz Finance Inc.’s Services, subject to the general terms of this Agreement. “User” includes Senders and Beneficiaries who use Bandra Railz Finance Inc.’s platform directly. (In the context of this Agreement, “you” and “your” refer to the User, unless otherwise specified as a Partner.) 

Note: Additional capitalized terms may be defined elsewhere in this Agreement. References to clauses, schedules, or sections are to those of this Agreement unless stated otherwise. Words importing the singular include the plural and vice versa, and references to persons include individuals, corporations, partnerships or other entities as applicable. 

2. Eligibility 

Individual Users: To be eligible to use the Services, you must be at least 18 years old (or the age of majority in your province/territory of residence) and capable of entering into a legally binding contract. You need not be a resident of Canada; however, the Services may not be available in certain countries or jurisdictions as required by law or Company policy. By agreeing to these terms, you represent that you have not been previously suspended or removed from the Services and that you are not located in, or a citizen of, any country that is subject to Canadian or other applicable government sanctions or embargoes (see Compliance in Section 6.7). 

Business/Partner Eligibility: If you are registering or using the Services on behalf of a business or if you seek to become a Partner, you must ensure that the business is duly organized and in good standing under the laws of its jurisdiction of incorporation. The business (or Partner) must have all necessary licenses and regulatory approvals to carry out the transactions and activities contemplated by this Agreement. For example, a prospective Partner must be a licensed MSB, financial institution or equivalent, authorized in its home jurisdiction to engage in money services or payment processing. By entering into this Agreement, you attest that you have authority to bind the business, and the business agrees to these terms. The Company may require proof of your business’s existence, good standing, and licensure as part of its due diligence. 

3. Account Registration and Verification 

3.1 Account Creation: To access the Services, you must create an Account with Bandra Railz Finance Inc. DBA Bluerails either through our website or mobile app. During registration, you will be asked to provide certain information and documentation to verify your identity and fulfill legal requirements. This information will include Personal Information such as your full name, date of birth, contact information (email, phone number), residential or business address, and government-issued identification (e.g. passport, driver’s license or national ID number). You may also need to provide additional details like your citizenship, occupation, purpose of using the account, source of funds, and other Know-Your-Customer (KYC) details as required under our anti-money laundering (AML) policies. If you are registering a Business Account, we may request information about your business (e.g. business name, incorporation number, directors and owners, business address, nature of business, and relevant licenses or registrations). 

3.2 Accuracy of Information: You agree that all information you provide to Bandra Railz Finance Inc. DBA Bluerails at account registration and throughout your use of the Services is truthful, accurate, current, and complete. You are responsible for promptly updating your Account information whenever it changes (for instance, if you change your address, legal name, telephone number, or if the expiry date of an identification document is reached and a new document is obtained). The Company may require you to periodically re-confirm or re-verify your information as part of ongoing compliance. 

3.3 Identity Verification: By registering an Account, you authorize Bandra Railz Finance Inc. DBA Bluerails to verify your identity through our service providers or other methods, which may include verifying information you provide against third-party databases or requiring documentary proof. For example, we (or our agents) may request additional verification steps such as a selfie photograph, a live video call, copies of supplementary IDs, or proof of address (like a utility bill). You agree to cooperate in any identity verification requests and understand that your Account use may be limited until verification is successfully completed. The Company reserves the right to reject any application or close any Account that cannot be verified or that is found to contain false or misleading information. 

3.4 Account Types: Bandra Railz Finance Inc. DBA Bluerails may offer both Personal Accounts and Business Accounts. By default, Users should open a Personal Account for personal, family, or household use of the Services. If you intend to use the Services for commercial purposes or on behalf of a business or third party, you are required to apply for a Business Account and obtain Bandra Railz Finance Inc.’s explicit approval. Personal Accounts are limited to one per 

individual, and Business Accounts are typically limited to one per business entity (additional Business Accounts for the same entity may be allowed only with Company approval). You agree not to misuse account types (for example, not to use a personal account for business transactions, or vice versa). The Company may re-classify or suspend your Account if we believe it is being used in violation of the intended purpose or if you have opened multiple accounts without authorization. 

3.5 Account Security: Upon successful registration, you will create or receive login credentials (such as a username and password, and possibly multi-factor authentication tokens). You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your Account. You must immediately notify Bandra Railz Finance Inc. DBA Bluerails if you suspect any unauthorized access to or use of your Account or if your login or authentication information has been lost or stolen. We may also require you to change your password or use additional security measures if we suspect a breach. You agree to be responsible for all activities that occur under your Account (except to the extent such activities result from Bandra Railz Finance Inc.’s negligence or breach of this Agreement). 

3.6 Third-Party Credentials: If you use a third-party service (such as a social media or email provider) to facilitate login or Account creation, you are subject to that third party’s terms as well. Bandra Railz Finance Inc. DBA Bluerails is not responsible for the security or performance of any third-party login service. You must ensure that accounts you link to Bandra Railz Finance Inc. DBA Bluerails (for login or funding purposes) are secure and solely controlled by you. 

4. Service Use and User Obligations 

4.1 Use of the Service as Payment Provider 

Bandra Railz Finance Inc. provides its Services as a payment service provider and technology platform. The Company’s role is limited to facilitating the movement of funds and data from Senders to Beneficiaries in accordance with User instructions. Bandra Railz Finance Inc. DBA Bluerails is not a bank or a deposit-taking institution; any funds held in your Bandra Railz Finance Inc. DBA Bluerails account or in transit are not deposit obligations and are not insured by any government insurer. The Company does not act as a trustee, fiduciary, or escrow for your funds, except as required by law or explicitly stated. Rather, Bandra Railz Finance Inc. DBA Bluerails holds user funds in pooled accounts with financial institutions for the benefit of its users and for the purpose of executing transactions. 

You acknowledge that Bandra Railz Finance Inc. DBA Bluerails is not responsible for the underlying purpose of any transaction. Once we have executed your instruction to send money to a Beneficiary (or to a Partner’s system for further disbursement), our responsibility is complete, and we have no control over how the funds are thereafter used or any goods/services that may be involved in the transaction. We do not guarantee or insure that a Recipient (whether a person or a business you pay) will perform any obligations to you. We also do not guarantee that every intended Beneficiary will successfully receive or access the funds, as that may 

depend on factors outside our control (such as compliance checks, the Beneficiary’s cooperation, or the correct information being provided). 

4.2 Third-Party Services and Covered Third Parties 

In providing the Services, Bandra Railz Finance Inc. DBA Bluerails relies on a network of banks, payment processors, mobile operators, and other Covered Third Parties. When you use our Services, you may also be using the services of one or more third parties (for example, your mobile network operator, your device’s app store, your bank or credit card issuer, or an intermediary bank in a transfer). Any third-party services or software that you use in conjunction with Bandra Railz Finance Inc.’s Services are subject to those third parties’ terms. You are responsible for complying with all terms of use of any Covered Third Party. For instance, if you access Bandra Railz Finance Inc. DBA Bluerails via a mobile app downloaded from Apple’s App Store or Google Play, you must abide by the usage rules of that platform. Similarly, if a Participating Merchant or partner imposes its own terms (for example, a promotions platform or a specific payout agent), you agree to those terms when you utilize that merchant or agent. Bandra Railz Finance Inc. DBA Bluerails is not a party to, and is not responsible for, your agreements with any third-party service providers. If you have issues related to a third-party service (such as a mobile carrier’s fees or a bank’s failure to honor a payment), you need to resolve those with the third party directly, although we will reasonably cooperate by providing information that is lawfully requestable and necessary. 

4.3 Acceptable Use and Prohibited Activities 

You agree to use the Services only for lawful purposes and in accordance with this Agreement. It is strictly prohibited to use Bandra Railz Finance Inc. DBA Bluerails for any illegal, fraudulent, or deceptive activity. By using the Services, you further agree that you will NOT: 

• Breach Your Obligations: Use the Services in a manner that violates any law, statute, regulation, or ordinance – including but not limited to laws concerning money laundering, terrorist financing, fraud, anti-corruption, sanctions, consumer protection, obscenity, or privacy. You also shall not use the Services to engage in or facilitate criminal activity, such as drug trafficking, trafficking of prohibited persons or goods, money laundering, or any activity that would constitute a criminal offense or give rise to civil liability. 

• Circumvent or Abuse Systems: Attempt to circumvent any security measures or usage limits of the Service; use any robot, scraper, or other automated means to access the Service without our permission; introduce any malware or harmful code into the website or app; undertake any actions that impose an unreasonable or disproportionately large load on our infrastructure; or otherwise interfere with or disrupt the integrity or performance of the Services. 

• Provide False Information or Multiple Accounts: Provide false, inaccurate, or misleading information to Bandra Railz Finance Inc. DBA Bluerails (including during signup or in communications). This includes misrepresenting your identity or the identity of any senders or beneficiaries. You will not create more than one Personal Account for yourself, nor open an Account on behalf of someone else (outside of permitted business use or without proper authority). Opening duplicate personal accounts, using fake identities or throwaway email addresses, or masking your identity via anonymizing tools is prohibited. You also will not control or attempt to control multiple accounts such that one is used to bypass restrictions placed on another. 

• Engage in Fraud or Unauthorized Transactions: Use the Services to send or receive what Bandra Railz Finance Inc. DBA Bluerails reasonably believes to be fraudulent funds or transactions involving stolen payment instruments or funds not lawfully belonging to you. You will not use Bandra Railz Finance Inc. DBA Bluerails in a manner that attempts to defraud Bandra Railz Finance Inc. DBA Bluerails or other Users (for example, by attempting “double dipping” – seeking a refund or chargeback from both Bandra Railz Finance Inc. DBA Bluerails and a bank for the same transaction). 

• Violate Others’ Rights: Use the Services to transact in items or materials that infringe or violate any third party’s intellectual property, privacy, publicity, or other proprietary rights. For example, you may not use Bandra Railz Finance Inc. DBA Bluerails to sell counterfeit goods or pirated software, or to disseminate unlawful content. You also agree not to upload or transmit through the Service any content that is defamatory, obscene, harassing, or otherwise objectionable (we reserve the right to determine what is objectionable in our discretion, consistent with applicable law). 

• Prohibited Businesses and Items: Use the Service to facilitate payments for any goods, services, or activities that are prohibited by Bandra Railz Finance Inc.’s policies. The following non-exhaustive list provides examples of prohibited transactions: 

  • Illegal drugs, controlled substances, narcotics, steroids, or paraphernalia relating to any of the foregoing. 

  • Items that promote or glorify hate, violence, racial or ethnic intolerance, or the financial exploitation of crime. 

  • Materials that are considered obscene, pornographic (except to the extent allowed by law and expressly permitted by us), or that exploit minors. 

  • Weapons, firearms, ammunition, or regulated firearm parts without appropriate licenses and permissions, or any transactions that violate firearms laws.

  • Gambling, betting, lotteries, or games of chance (including online casino chips, sports betting, etc.) unless specifically approved by Bandra Railz Finance Inc. DBA Bluerails and legally permitted in both the sender’s and receiver’s jurisdictions. 

  • Pyramid or Ponzi schemes, multi-level marketing programs with no legitimate product, “get rich quick” schemes, or other speculative ventures that we determine to be high-risk or fraudulent. 

  • The sale of products or services before the seller has control or possession of them (e.g., certain pre-order situations) or collection of funds for investment purposes without regulatory authorization (e.g., unlicensed securities or initial coin offerings not in compliance with law). 

  • High-risk financial services such as credit repair services, debt settlement services, or any consumer lending or collection activities that are not compliant with law. 

  • Sale of personal data or mailing lists in violation of privacy laws; transactions that show third parties’ personal information contrary to law. 

  • Activities or items identified by government agencies as having a high likelihood of being fraudulent or being used for money laundering/terrorism financing (e.g., certain charities without proper credentials, sale of cryptocurrency outside compliant exchanges, etc.). 

• (The above list is illustrative; Bandra Railz Finance Inc. DBA Bluerails may maintain a more detailed Acceptable Use Policy or list of prohibited industries. It is your responsibility to ensure your use of the Services does not involve a prohibited activity. We reserve the right to decline any transaction or close any account that, in our judgment, is associated with a prohibited activity or otherwise violates our rules or any law.) 

• Avoiding Transaction Limits or Filters: You will not attempt to structure payments or split transactions to avoid reporting or transaction limits imposed by Bandra Railz Finance Inc. DBA Bluerails or by law. For example, if Bandra Railz Finance Inc. DBA Bluerails sets a limit on the amount you can send per day, you should not open multiple accounts or send funds through multiple smaller transactions to circumvent that limit. 

• Resale or Commercial Exploitation: You may not resell any aspect of the Service to third parties without Bandra Railz Finance Inc.’s prior written consent. For instance, you should not act as an intermediary by accepting payments on behalf of others via your Bandra Railz Finance Inc. DBA Bluerails account (except if you are a duly authorized Partner under a separate agreement). Using a personal account to process payments for others (acting as an unregistered payment processor) is prohibited. 

• Other Restrictions: You shall not allow your Account to have a negative balance (except as permitted under an overdraft or credit program explicitly offered by Bandra Railz Finance Inc.). You will not use Bandra Railz Finance Inc. DBA Bluerails to facilitate cash advances on credit cards (e.g., by funding your account with a credit card and withdrawing to a bank). You will not send unsolicited communications or “spam” to others requesting payments or otherwise through the Service. Additionally, you will not use the Service in a way that causes harm to Bandra Railz Finance Inc. DBA Bluerails or our reputation, for example by engaging in behavior that results in excessive disputes, chargebacks, or complaints against Bandra Railz Finance Inc. DBA Bluerails or that prompts us to incur fees or penalties (such as violating card network rules or triggering fines). 

If Bandra Railz Finance Inc. DBA Bluerails reasonably believes you have engaged in any of the above restricted activities, or any activity that is otherwise illegal or violates this Agreement, we may take appropriate action as described in Section 7.3 (including suspension or termination of your Account). In addition, you may be subject to legal penalties or liability under applicable law. We reserve the right to report any suspicious activity to the appropriate law enforcement or regulatory agencies. 

4.4 Compliance with Laws; AML and Sanctions 

Legal Compliance: You are solely responsible for ensuring that your use of the Service conforms to all laws, regulations, and rules applicable to you and the jurisdiction(s) in which you are located or sending money. This includes, for example, obeying any currency control regulations or import/export rules that apply to your transactions. By using the Service, you represent and warrant that: (i) you are not located in, or a citizen/resident of, any country that is subject to a trade embargo or economic sanctions by the Government of Canada, the United States, the United Nations, or other applicable sanctions authorities, and (ii) you are not an individual or entity on any prohibited, blocked, or watch list maintained by any government (such as FINTRAC’s lists, the U.S. Treasury Department’s Specially Designated Nationals (SDN) list, or other similar lists). If at any time this is no longer accurate (for instance, if you become the target of sanctions), you must cease using the Services immediately and notify Bandra Railz Finance Inc.. 

Anti-Money Laundering (AML) and Know Your Customer: Bandra Railz Finance Inc. DBA Bluerails takes compliance with AML laws and regulations seriously. We maintain an AML program that includes customer identification, record-keeping, and ongoing transaction monitoring as required by Canadian law and applicable international standards. As part of this program, we may from time to time require additional information from you to assist in verification or due diligence (for example, explanations of the source of funds for a large transaction or the purpose of a payment). You agree to comply with such requests promptly. You also agree to use best efforts to ensure you and your transactions are not involved in any money laundering, terrorist financing, or other illicit activities. If you cannot comply with any legal requirements or if you discover that you have inadvertently violated a law in connection with your use of the Services, you must notify Bandra Railz Finance Inc. DBA Bluerails immediately. 

Partner and Business Compliance: If you are a Partner or Business Account user, you must have your own internal compliance measures in place. Partners specifically represent and warrant that they and any of their Sending Partners are fully compliant with the anti-money laundering/counter-financing of terrorism (AML/CFT) laws and regulations applicable to them. This includes adherence to the recommendations of the Financial Action Task Force (FATF) or analogous standards set by your local Regulatory Authority. You further agree to provide Bandra Railz Finance Inc. DBA Bluerails with copies of your current AML/CFT policies and procedures upon request and to promptly update Bandra Railz Finance Inc. DBA Bluerails if those policies change. Partners must ensure that all transactions sent to Bandra Railz Finance Inc. DBA Bluerails have been screened against applicable sanctions lists (United Nations, Canada, U.S. OFAC, EU, or others as relevant) and that no transaction involves a prohibited Sender or Beneficiary. If a Partner outsources any part of its customer onboarding or transaction processing to third parties or agents (e.g., Sending Partners), the Partner remains responsible for ensuring those third parties also adhere to equivalent compliance standards. (See also Section 6.6 regarding audit rights for compliance verification.) 

4.5 Your Responsibility for Fees, Reversals, and Taxes 

Transaction Fees: You agree to pay any applicable fees for the transactions or services you utilize. Fee amounts and pricing information will be disclosed to you via the Bandra Railz Finance Inc. DBA Bluerails platform (for example, before you confirm a money transfer, we will show you the fee and exchange rate). All fees are charged in the currency as indicated (and may be charged in the currency of your funding source or your account balance). Fees are subject to change; Bandra Railz Finance Inc. DBA Bluerails reserves the right to modify its fees at any time, and will give notice to Users by posting updated fees on the website or app, or via email or other communication channels. If you continue using the Services after a fee change, you are deemed to accept the new fees. 

Taxes: Each party is responsible for determining and fulfilling their own tax obligations arising from use of the Services. Bandra Railz Finance Inc. DBA Bluerails is not responsible for calculating, collecting, reporting, or remitting any taxes (such as income, sales, value-added, or other taxes) that may arise from your transactions. For example, if you are a User sending money as a gift, it is your responsibility to consider any gift tax implications. If you are a merchant receiving payments for goods, you are responsible for reporting that income and charging any required sales taxes. Bandra Railz Finance Inc. DBA Bluerails will not withhold any taxes on amounts paid to you unless required by law. However, we may ask you for tax-related information (such as a Social Insurance Number or business number) and provide you with records of transactions if needed for your tax reporting. Each User and Partner shall comply with all applicable tax laws and regulations, and shall pay all taxes, levies, or duties (including, without limitation, any goods and services tax, harmonized sales tax, or similar) that may be imposed by any governmental authority on it in connection with the Service. All fees charged by Bandra Railz Finance Inc. DBA Bluerails are exclusive of any applicable taxes, except as stated. If any taxes (including withholding taxes) are required to be deducted from a payment to Bandra Railz Finance Inc., the paying party will gross up the payment such that Bandra Railz Finance Inc. DBA Bluerails receives the full amount it would have received absent such deduction. 

5. Managing Your Funds and Transactions 

5.1 Funding Your Bandra Railz Finance Inc. DBA Bluerails Account 

Depending on the Services offered by Bandra Railz Finance Inc., you may be able to hold a balance in your Bandra Railz Finance Inc. DBA Bluerails Account (e.g. stored value in a digital wallet) or you may simply use Bandra Railz Finance Inc. DBA Bluerails as a pass-through for sending money without maintaining a standing balance. If you hold a balance, that balance represents an unsecured claim against Bandra Railz Finance Inc. DBA Bluerails equal to the amount of money stored (plus any accrued interest assigned as described below). Bandra Railz Finance Inc. DBA Bluerails will hold such funds separate from its corporate funds, pool them with balances of other users, and keep them in one or more accounts at regulated financial institutions. You agree that you will not receive interest or other earnings on the funds held with Bandra Railz Finance Inc. DBA Bluerails and that Bandra Railz Finance Inc. DBA Bluerails is entitled to any interest that may accrue on pooled accounts (this is a common business practice to cover operating costs of managing the float). 

To add money to your Bandra Railz Finance Inc. DBA Bluerails account balance (“top-up”), you must use one of the funding methods we support – for example, a transfer from your linked bank account, a debit or credit card, or other payment instruments approved by us. Bandra Railz Finance Inc. DBA Bluerails reserves the right to set minimum or maximum top-up amounts and may limit how often you can add funds within certain time frames, in line with regulatory requirements or risk considerations. We may also impose fees for certain funding methods (for instance, a fee for credit card funding) – any such fee will be disclosed at the time of transaction. Your bank or card issuer may also charge you fees (like cash advance fees or foreign transaction fees) if applicable, and Bandra Railz Finance Inc. DBA Bluerails is not liable for those charges. 

When you initiate a funding transfer, you authorize Bandra Railz Finance Inc. DBA Bluerails to charge the chosen funding source for the amount designated, plus any applicable fees. Funding transactions are usually credited to your Bandra Railz Finance Inc. DBA Bluerails balance immediately or within a short period, but can be subject to delay if we need to verify the funds or if there are holds by the payment provider. All funds added must originate from an account or card in your name. Bandra Railz Finance Inc. DBA Bluerails does not accept cash or cheques mailed to us for credit to your account. We also reserve the right to reject any particular funding attempt or source (for example, certain prepaid cards or accounts may not be accepted, or we may disallow credit card funding for regulatory reasons). 

5.2 Payment Transactions (Sending Money) 

To send a payment or remit funds via Bandra Railz Finance Inc., you must provide a valid instruction through our app or website. This will typically include selecting the amount, currency, and recipient (Beneficiary) details, and choosing how you want to fund the transaction (e.g. from your Bandra Railz Finance Inc. DBA Bluerails balance or directly from a linked bank account or card). Before finalizing, we will show you a summary including the exchange rate (if currency conversion is involved), any fees, and the estimated delivery timeframe. By clicking or confirming the payment, you authorize Bandra Railz Finance Inc. DBA Bluerails to execute the transaction and debit your chosen funding source for the total amount (including fees). 

Transaction Limits: For security and compliance reasons, Bandra Railz Finance Inc. DBA Bluerails may impose limits on the amount you can send per transaction, per day, per month, or per some other period. These limits may vary based on factors such as your verification status, the jurisdictions involved, and regulatory requirements. For example, unverified new users might have a low sending limit until additional KYC is completed. We may also impose limits on recipients in certain countries. Current applicable limits may be published in our FAQs or user interface. Bandra Railz Finance Inc. DBA Bluerails reserves the right to modify these limits at any time, and in some cases, to decline a requested transaction if it would exceed allowable thresholds. We may allow you to request an increase to your limits (subject to providing additional documentation). 

Scheduling and Recurring Payments: If Bandra Railz Finance Inc. DBA Bluerails offers the ability to schedule a payment for a future date or to set up recurring payments, the following terms apply: You are responsible for ensuring that sufficient funds will be available at the time each payment is processed. You can cancel a scheduled future payment or a recurring payment series via your account settings, but you must do so before the payment is processed. Once processing has begun, the transaction cannot be cancelled (see “Cancelling Transactions” below for further details). Bandra Railz Finance Inc. DBA Bluerails is not liable for any claims or losses if you fail to cancel in time or if you do not have sufficient funds. 

Payment Review: In some cases, a payment you initiate may be flagged for review, either by our automated systems or manually by our team (see Section 5.5 on Transaction Review and Holds). This might happen if the transaction is large, appears unusual for your account, potentially involves a restricted activity, or if required by law (e.g. to verify details). During review, the transaction may be placed on hold and will not complete until cleared. If we have reason to decline the payment (for instance, suspicion of fraud or sanctions issues), we will cancel it and, if permitted, return the funds to you (minus any applicable fees). We will notify you via email or via your account if a payment is delayed, requires more info, or is canceled. 

No Changes Once Sent: It is very important that you input the correct details for your Recipient. Bandra Railz Finance Inc. DBA Bluerails is not responsible for errors in your instruction. For example, if you send money to the wrong person or select the wrong country, we may not be able to recover those funds. Always double-check the recipient’s name, address, account number, and other identifying details. Once a transaction is submitted and in process, you generally cannot cancel or amend it. Payment Data cannot be altered once the Bandra Railz Finance Inc. DBA Bluerails system has accepted it. If you realize you made a mistake, contact Customer Support immediately – we may attempt to contact the payout partner or recipient to recall the funds, but we cannot guarantee success. 

Time to Execute: Bandra Railz Finance Inc. DBA Bluerails will make reasonable efforts to process transactions promptly. However, we do not guarantee any specific delivery time for a transfer to reach the Beneficiary. Many factors outside our control can affect the timing – for example, banking holidays, cut-off times, differences in time zones, or additional verification steps. Any delivery time frames we provide (e.g., “within 1 business day”) are estimates, not a promise. That said, if a transfer is unreasonably delayed, you may contact us and we will investigate; if the delay is caused by an error on our part, we will work to rectify it. 

5.3 Receiving Funds 

If you receive funds through Bandra Railz Finance Inc. DBA Bluerails (for instance, another user sends you money or you are the Beneficiary of a remittance), those funds will be credited to your Bandra Railz Finance Inc. DBA Bluerails balance or made available for withdrawal/pickup according to the service options. Receipt of funds may be subject to fees (for example, if currency conversion is involved or if we explicitly charge recipients a fee, which would be disclosed). When you have a balance, you may keep the funds there for future use or withdraw them out to a linked bank account. 

Reversals on Received Funds: As mentioned in Section 4.5 above, if a payment into your account is later reversed or disputed by the sender or the sender’s bank (through no fault of Bandra Railz Finance Inc.), you will owe Bandra Railz Finance Inc. DBA Bluerails for the amount of that payment. For example, if someone paid you $100 and then filed a chargeback claiming it was unauthorized, Bandra Railz Finance Inc. DBA Bluerails may deduct $100 from your balance or ask you to repay it. It’s important to only accept payments from people you trust and to be cautious of scams (e.g., someone sending you money “by accident” and asking for a refund might be using stolen cards). 

Errors or Incorrect Recipients: If money is credited to your account in error, or you receive funds that were not intended for you, you must not use those funds. Bandra Railz Finance Inc. DBA Bluerails reserves the right to deduct those funds if available or otherwise recover them from you. You agree to cooperate in the return of any funds sent or received in error. Conversely, if you sent funds to the wrong person and the money ends up in another user’s account, Bandra Railz Finance Inc. DBA Bluerails will not automatically remove it from that user’s balance (since we must protect all users’ accounts) – but we will attempt to assist you, for example by contacting that user to request a return. We encourage all users to act in good faith and return funds sent to them in error. 

5.4 Withdrawals from Your Account 

If you have a positive balance in your Bandra Railz Finance Inc. DBA Bluerails Account, you may withdraw funds to your linked bank account, card or virtual currency wallet, subject to any limitations. Withdrawals can be requested via the Service interface. We may impose withdrawal limits (daily, monthly, per transaction, etc.) which will be communicated in the app or FAQ. We reserve the right to delay or review any withdrawal for risk purposes – for example, if you have received a large amount and we suspect a potential reversal, we might hold the funds until we are reasonably sure the payment will not be reversed. 

When initiating a withdrawal, you must choose a destination that is in your name (for instance, your own bank account). We do not generally support third-party withdrawals (sending your balance to someone else’s account) for security reasons. The time it takes for withdrawn funds to reach your bank will vary depending on the method (it could be instant, one business day, or several business days). Once Bandra Railz Finance Inc. DBA Bluerails has submitted the withdrawal to your bank or card network, the completion is out of our control and subject to the banking system’s processing times. 

Withdrawal Fees: Bandra Railz Finance Inc. DBA Bluerails may impose a fee on withdrawals. If so, this will be disclosed when you request the withdrawal (for example, a flat fee or percentage). Some withdrawals might be offered free up to a certain limit or to certain banks. Additionally, your own bank might charge incoming transfer fees (especially for international or wire transfers). Bandra Railz Finance Inc. DBA Bluerails is not liable for delays or fees caused by intermediary banks or your bank. 

Withdrawal Holds and Verification: We may delay a withdrawal and ask for additional verification if we detect unusual activity, to ensure security (for example, multiple large withdrawals after a short time of account opening may prompt a review). Also, if your account was recently funded by a direct debit or card payment, we might wait until that funding is cleared (to avoid the scenario where we send money to your bank and then the original funding bounces). You will be notified if a withdrawal is on hold and possibly asked to provide more information. 

5.5 Transaction Holds, Disputes, and Chargebacks 

Payment Investigation: Bandra Railz Finance Inc. DBA Bluerails reserves the right to review and/or place a hold on any transaction that appears to be high-risk or suspicious. If a payment is under investigation, it will show as pending in your account and the funds will not be available to the recipient until cleared. Bandra Railz Finance Inc. DBA Bluerails may contact you or the other party for additional information (for example, asking for an invoice or the purpose of the payment) as part of the review. We aim to complete investigations quickly. If the payment is cleared, we will release it and notify the parties. If the payment is not cleared or is canceled, we will return the funds to the sender (minus applicable fees, unless the cancellation was due to a prohibited use in which case fees might not be returned). You will be notified by email or through your account if a payment you sent or are supposed to receive is being investigated or has been canceled. 

Account Holds (Item Hold/Reserve): In certain cases, Bandra Railz Finance Inc. DBA Bluerails may place a hold on funds in your account as a risk mitigation measure. This might happen, for example, if: (a) you have received a payment and the sender’s payment instrument is suspected of fraud, (b) your activities have a pattern of high chargebacks or disputes, or (c) we have any reason to believe that by releasing funds we risk not being able to recover them if the transaction is reversed. A hold means the funds are set aside and not available for you to withdraw or use, for a certain period. For normal transaction holds, our policy is generally to release held payments after 21 days unless a dispute arises. We may release sooner if we confirm the transaction is completed successfully (e.g., if the sender confirms they got what they paid for, or we otherwise conclude the risk is low). If a dispute or claim is filed on a held transaction, we may hold the funds until the issue is resolved. 

Reserves for High-Volume/Risk Accounts: Bandra Railz Finance Inc. DBA Bluerails may implement a reserve on your Account if we believe there is a high level of risk associated with your activities. A reserve is a percentage or fixed amount of your incoming payments that we require you to keep in your balance, unavailable for withdrawal, for a certain period of time. For example, we might require that 10% of all received funds be held for 30 days (a rolling reserve), or we might require a one-time reserve of a certain amount. We will send you notice if a reserve is applied to your account, specifying the terms. The decision might be based on factors like: the nature of your business (high risk industry), your processing history (spikes in volume, chargeback rate), or external information (negative news, legal action). Bandra Railz Finance Inc. DBA Bluerails can change the reserve terms by notifying you (for instance, increasing or decreasing the percentage) as business circumstances evolve. While we understand reserves can be inconvenient, they are meant to protect all parties and ensure you can cover potential liabilities. 

Partner Transaction Declines: In the context of a Partner using the Service, Bandra Railz Finance Inc. DBA Bluerails retains the right to decline or block certain transactions initiated by the Partner if we reasonably believe they may violate law or our compliance requirements (such as AML/CFT concerns). Bandra Railz Finance Inc. DBA Bluerails may do so at its sole discretion and without liability, by either not processing the transaction or by reversing it and returning funds (minus any applicable charges) to the Partner. The Partner will bear any related banking or administrative costs incurred due to such declined transactions. Bandra Railz Finance Inc. DBA Bluerails will typically notify the Partner of such an action, unless legally restricted from doing so. 

6. Special Terms for Business Accounts and Partners 

(The following additional terms apply to Business Account users and Partners, in addition to the general terms above. If you are an individual consumer user, these may not be directly relevant to you. In case of any inconsistency, the Partner-specific terms override the general terms for the Partner relationship.) 

6.1 Business Account Use and Restrictions 

If you have a Business Account or are using the Service for commercial purposes, you acknowledge that you are not a consumer for the purposes of consumer protection laws. You also agree that you will use the Business Account primarily for legitimate business transactions and not for personal, family, or household purposes.Business Accounts must comply with onboarding and verification procedures as outlined in Section 3. 

Commercial Transactions: Business Accounts may receive payments from customers or other third parties for goods or services. In doing so, you must ensure that your use of Bandra Railz Finance Inc. DBA Bluerails complies with all laws relevant to your business, including but not limited to consumer protection laws, privacy laws, and specific regulations for your industry (e.g., if you are a money service business yourself, you must handle your client funds in accordance with your own regulatory obligations). If you integrate Bandra Railz Finance Inc. DBA Bluerails as a payment option in your app or platform, that integration must meet any technical and security requirements we provide, and you must clearly disclose to your customers that Bandra Railz Finance Inc. DBA Bluerails is being used for payments. 

Liability for Chargebacks and Disputes: For Business Accounts, you bear the risk of any chargebacks, reversals, or customer disputes related to payments you receive. Section 4.5 (Reversals & Chargebacks) applies fully. If your chargeback rate or dispute rate is, in Bandra Railz Finance Inc.’s view, excessive, we may impose additional conditions such as a reserve (as per 5.5) or even suspend services to you until issues are resolved. 

Prohibited Business Activities: Certain business categories may be deemed too high-risk for Bandra Railz Finance Inc. DBA Bluerails to support, even with a Business Account or Partner agreement. If you fall into one of these categories (examples might include adult services, online gambling without a license, sale of substances that are legal in some jurisdictions but not others, etc.), Bandra Railz Finance Inc. DBA Bluerails will inform you during the application process and may decline to onboard you. If we discover after onboarding that your business is engaged in prohibited activities, we reserve the right to terminate or suspend your Business Account immediately. 

6.2 Payout Service Partnership (Partner Obligations and Integration) 

If you are a Partner under a separate Payout Service Agreement with Bandra Railz Finance Inc. DBA Bluerails (or you are using a Business Account in a manner akin to a payout partner), the terms of this Section 6.2 apply in addition to the rest of this Agreement: 

Integration and Technical Interface: Bandra Railz Finance Inc. DBA Bluerails and Partner shall cooperate to establish any necessary technical integration between the Partner’s systems and Bandra Railz Finance Inc.’s Service System. Bandra Railz Finance Inc. DBA Bluerails will develop and maintain at its own cost the API or system interface needed to receive Payment Data from the Partner and to provide transaction status updates back to the Partner. The Partner, at its own cost, is responsible for setting up its systems to connect to Bandra Railz Finance Inc.’s interface and ensuring secure transmission of data. Each party will bear its own costs for upgrading or enhancing its systems unless otherwise agreed. 

Transaction Processing and Exchange Rates: The Partner may obtain real-time or near-real-time Exchange Rates for currency conversion via Bandra Railz Finance Inc.’s Service System. The Partner is permitted to add a spread or markup to the Exchange Rate when offering the rate to its Senders, as part of its revenue, provided that Bandra Railz Finance Inc. DBA Bluerails is paid according to the base rates and fees agreed. For each transaction initiated by Partner and accepted by Bandra Railz Finance Inc., Partner will ensure that it has funded or will fund the equivalent Settlement Amount (in the agreed Settlement Currency) to Bandra Railz Finance Inc.’s designated account (such as the Digital Asset Wallet for settlements). If the Partner’s available funds with Bandra Railz Finance Inc. DBA Bluerails are insufficient at any time to cover pending transactions, Bandra Railz Finance Inc. DBA Bluerails has the right to reject or pause further transactions until sufficient funds are received. Partner acknowledges that Transaction Fees will be collected on each transaction as per Schedule 1, and except as expressly stated, such fees are non-refundable. 

Partner’s Operational Duties: The Partner shall perform the following to ensure smooth operation of the Service: 

• Maintain its own systems (Partner System and any Sending Partner’s systems) in good working order with up-to-date security and sufficient capacity to handle transaction volumes. This includes implementing industry-standard security measures to protect data and access. 

• Customer Due Diligence: Implement robust customer identification (KYC) and ongoing due diligence procedures for its customers (Senders), as well as any Sending Partners and Beneficiaries, in line with FATF standards and local regulatory requirements. Partner must screen all transactions, senders, and beneficiaries against relevant sanctions lists (UN, OFAC, EU, etc.) before transmitting any Payment Data to Bandra Railz Finance Inc.. The Partner is solely responsible for ensuring that no transactions sent to Bandra Railz Finance Inc. DBA Bluerails involve sanctioned parties or countries in violation of applicable law. 

• Transaction Approval: Only send Bandra Railz Finance Inc. DBA Bluerails Payment Data for transactions that have been fully approved under Partner’s internal compliance checks. The Partner shall not forward any transaction it knows or suspects associated with illegal activity.
  
  

• Confidentiality and Security: Maintain appropriate controls to preserve the confidentiality and integrity of data exchanged with Bandra Railz Finance Inc.. This includes restricting access to the Bandra Railz Finance Inc. DBA Bluerails Service interface and encryption of data in transit. Partner must promptly notify Bandra Railz Finance Inc. DBA Bluerails of any security incidents or breaches that could affect the Service or data shared. 

• Service Levels: Adhere to the support and operational procedures outlined in the agreed Service Level Agreement (SLA) (see Schedule 3). This means, for example, that Partner will have support staff available to coordinate on incident resolution during agreed hours, and will follow the escalation matrix for any technical issues. Partner also agrees to process any operational messages from Bandra Railz Finance Inc. DBA Bluerails (such as refund instructions or compliance inquiries) in good faith and with urgency appropriate to the priority. 

• Business Changes: Notify Bandra Railz Finance Inc. DBA Bluerails in advance of any material changes to its business or operations that might impact this partnership. This includes changes such as mergers or acquisitions, significant financial instability or insolvency events, changes in licensing or regulatory status, changes in the nature of services offered, or substantial changes in transaction volume or patterns. Advance notice (where feasible) should be at least 30 days for planned changes (like business model shifts) or as soon as possible for unplanned events (like regulatory actions).

• Authorized Contacts: Provide and maintain an up-to-date list of authorized personnel who will serve as points of contact for operational, technical, compliance, and settlement matters (as captured in Schedule 2, Contact Information). Ensure that Bandra Railz Finance Inc. DBA Bluerails can reach someone in an emergency (especially for high priority technical issues or compliance alerts) at any time. 

If Partner fails to perform the above obligations or any of the provisions in this Section 6.2, such failure may be considered a material breach of the Agreement (see Section 9 on termination). 

6.3 Bandra Railz Finance Inc.’s Obligations to Partner 

Under the payout partnership arrangement, Bandra Railz Finance Inc. DBA Bluerails agrees to: 

• Provide the Service: Receive Payment Data from Partner and process Transactions in accordance with the terms of this Agreement. Bandra Railz Finance Inc. DBA Bluerails will execute payments to Beneficiary Institutions via its network of Payout Channels, and will do so in a timely manner consistent with the SLA and any regulatory requirements. Bandra Railz Finance Inc. DBA Bluerails will make transaction status updates available to Partner via the Service System or agreed-upon reports, allowing Partner to reconcile transactions. 

• Maintain System Uptime: Operate and maintain the Bandra Railz Finance Inc. DBA Bluerails Service System (software and hardware) in good working order and implement appropriate security and redundancy measures to ensure reliability. Subject to the SLA, Bandra Railz Finance Inc. DBA Bluerails will endeavor to minimize downtime and inform Partner of any planned maintenance or unexpected outages. Specifically, Bandra Railz Finance Inc. DBA Bluerails will provide at least three (3) Business Days’ notice for any planned system downtime (which will typically occur in scheduled maintenance windows). 

• Compliance and Declines: Monitor incoming transactions for compliance. If Bandra Railz Finance Inc. DBA Bluerails reasonably believes any Transaction from Partner may violate applicable laws (including AML/CFT rules or sanctions), Bandra Railz Finance Inc. DBA Bluerails may decline, suspend, or reverse that Transaction. Bandra Railz Finance Inc. DBA Bluerails may also request additional information about a particular Transaction or set of Transactions from Partner to aid in compliance review, and Partner agrees to provide such information as promptly as possible. 

• Access to System: Provide Partner with secure access credentials to use Bandra Railz Finance Inc.’s online platform or API for initiating transactions and retrieving reports. This access will be provided free of charge, except as otherwise agreed, and Bandra Railz Finance Inc. DBA Bluerails will give any technical documentation or support necessary for Partner’s use of the system. 

• Customer Data Handling: Bandra Railz Finance Inc. DBA Bluerails will process any Personal Data received from Partner (for example, Sender or Beneficiary personal information included in Payment Data) only for the purposes of performing this Agreement – i.e., to execute transactions or as required by law. Bandra Railz Finance Inc. DBA Bluerails will apply appropriate technical and organizational measures to protect such Personal Data and will not use or disclose it for any other purpose except as permitted by the Agreement or required by law (see Section 8 on Data Protection).

• Settlement of Funds: Provide clear instructions to Partner for making Settlement payments (detailed in Schedule 2). Upon receiving Settlement funds from Partner, Bandra Railz Finance Inc. DBA Bluerails will reconcile those funds against executed Transactions. Bandra Railz Finance Inc. DBA Bluerails will also promptly inform Partner of any shortfall or overpayment in Settlement and work with Partner to correct it.

• Support and Issue Resolution: Maintain support channels for the Partner’s operational team to report issues or inquiries. Bandra Railz Finance Inc. DBA Bluerails will acknowledge and address incidents in accordance with the SLA priority levels (see Schedule 3, which outlines response and resolution targets like P1, P2 issues, etc.). In the event of any Transaction errors or exceptions (e.g., a payout not received by Beneficiary), Bandra Railz Finance Inc. DBA Bluerails will investigate and attempt to resolve or provide guidance to Partner on next steps. 

6.4 Fees and Settlement Terms (Partner) 

The financial terms of the partnership are as follows (as further detailed in Schedule 1 and 2): 

• Fees Payable by Partner: The Partner shall pay Bandra Railz Finance Inc. DBA Bluerails the fees for the Service as set forth in Schedule 1 (Fee Schedule) to this Agreement. This typically includes a per-transaction fee (Transaction Fee) and may include other fees such as foreign exchange margin or monthly service fees if agreed. Fees may be deducted from settlement amounts or invoiced, as specified. Currently, Bandra Railz Finance Inc. DBA Bluerails will deduct the Transaction Fee from the funds provided in Settlement for each Transaction (i.e., Partner sends the transaction principal plus our fee, and we deduct the fee). All fees are in the currency specified in Schedule 1 to this Agreement (e.g., USD or CAD). 

• Fee Changes: Bandra Railz Finance Inc. DBA Bluerails reserves the right to modify the fee structure or amounts by providing prior written notice to Partner. Unless otherwise agreed, at least [7] Business Days’ notice will be given for fee changes. If Partner objects to the new fees, it may terminate the Agreement as per Section 9 before the new fees take effect; otherwise, continued use of the Service constitutes acceptance of the new fees. 

• Partner’s Pricing: Partner is free to determine the fees or charges it imposes on its own customers (Senders) for using the Service, provided that such fees are in compliance with law and any applicable network rules. Partner’s pricing to Senders does not affect the fees owed to Bandra Railz Finance Inc.. However, if Bandra Railz Finance Inc. DBA Bluerails sets any maximum recommended fees or requires disclosure of fees to consumers for compliance reasons, Partner agrees to adhere to those guidelines. 

• Taxes on Fees: Fees are exclusive of any applicable taxes (see Section 4.5 on Taxes). If Bandra Railz Finance Inc. DBA Bluerails is required to charge sales tax or similar on the fees, it will add that to invoices or deduct accordingly. Partner is responsible for its own taxes on its income. 

• Settlement Currency and Timing: Partner will pay settlements in the Settlement Currency defined (see Schedule 1 and 2; e.g., USD stablecoin, or CAD fiat). The frequency of settlements (e.g., daily, twice a week) and the settlement process are detailed in Schedule 2 (Settlement Information). Typically, Bandra Railz Finance Inc. DBA Bluerails will send an invoice or settlement report to Partner showing the total Transactions processed over a period and the total Settlement Amount due. Partner shall remit the Settlement Amount to Bandra Railz Finance Inc.’s designated account by the agreed time. For example, if daily settlement is required, Partner must transfer the funds every business day covering the previous day’s transactions. 

• Pre-Funding Option: If applicable, Partner might maintain a pre-funded balance with Bandra Railz Finance Inc. DBA Bluerails (such as a “Pre-Booked Currency BDAW” balance in a local currency). In such cases, Partner will ensure that a sufficient balance is always maintained to cover outgoing payouts. Bandra Railz Finance Inc. DBA Bluerails may draw down from this balance for each Transaction and the Partner will replenish as needed. Clause 2.5 of the Payout Service Agreement (if referenced) would govern pre-funding levels, and any failure to maintain required balances could result in transaction processing being halted.

• Reconciliation: Both Parties will keep records of transactions and settlements. The Partner and Bandra Railz Finance Inc. DBA Bluerails shall each reconcile their transaction logs with each settlement. If discrepancies are found (e.g., missing transactions, amounts not matching), they will cooperate in good faith to resolve them promptly. Each party must preserve full transaction records for at least seven (7) years or longer if required by law. 

• Late Payments: If the Partner fails to pay any amount due (including Fees or Settlement funds) on time, Bandra Railz Finance Inc. DBA Bluerails may charge interest on the overdue amount at the rate of [X]% per annum (or the maximum rate permitted by law, if lower), from the due date until the date of receipt of payment. Additionally, Bandra Railz Finance Inc. DBA Bluerails may suspend service if settlements are not made as required, after giving notice and a short cure period (if reasonable). 

6.5 Recordkeeping and Audit (Partners) 

Record Retention: Both Bandra Railz Finance Inc. DBA Bluerails and Partner shall maintain comprehensive records of all transactions processed under this Agreement, including Payment Data, transaction logs, communications, and settlement records. These records must be kept confidential and preserved for at least seven (7) years following the date of each transaction, or longer if required by applicable law (for instance, certain jurisdictions may require 7 years from end of relationship or transaction). This obligation survives termination of the Agreement. 

Regulatory Reviews: Partner acknowledges that Bandra Railz Finance Inc.’s business and the joint operation may be subject to review or examination by Regulatory Authorities (e.g., FINTRAC or equivalent in other countries). Partner agrees to reasonably assist Bandra Railz Finance Inc. DBA Bluerails in any such regulatory inquiries or examinations at Bandra Railz Finance Inc.’s expense. For example, if FINTRAC requests information about certain cross-border transfers, Partner will provide necessary data from its records about those transfers to support Bandra Railz Finance Inc.’s response. 

Right to Audit – Bandra Railz Finance Inc.: Bandra Railz Finance Inc. DBA Bluerails (or its appointed auditors) has the right, upon reasonable notice (not less than 48 hours except in urgent cases) and during normal business hours, to conduct audits or inspections of Partner’s operations as they relate to this Agreement. This includes the right to review Partner’s compliance with AML/CFT obligations, data protection measures, and technical integration. Audits may include on-site visits or remote reviews of processes and records. Bandra Railz Finance Inc. DBA Bluerails will endeavor to minimize disruption to Partner’s business during audits and will comply with Partner’s reasonable security and confidentiality procedures. 

Right to Audit – Partner: Similarly, the Partner (or its regulators or auditors) may request to audit Bandra Railz Finance Inc.’s operations relevant to the Service, upon reasonable notice and subject to Bandra Railz Finance Inc.’s security and confidentiality policies. However, any such audit by Partner itself shall not unreasonably interfere with Bandra Railz Finance Inc.’s operations. If a Regulatory Authority of Partner (for example, a central bank or financial regulator in Partner’s country) requires an audit or inspection of Bandra Railz Finance Inc. DBA Bluerails insofar as it relates to services for Partner, Bandra Railz Finance Inc. DBA Bluerails agrees to cooperate and permit such audit, provided appropriate confidentiality agreements are in place. 

External Auditors and Reports: If either party has relevant audit reports (e.g., PCI compliance reports, SOC 2 reports, or independent audits) that demonstrate their control environment, they may share these in lieu of or to supplement an on-site audit to satisfy the other party’s concerns. Both parties commit to addressing any reasonable findings or recommendations resulting from audits, at their own cost if such findings relate to their own shortcomings. 

Access to Information: In addition to formal audits, each party agrees that upon reasonable request, it will provide to the other party information necessary to confirm compliance with key obligations under this Agreement. For example, Bandra Railz Finance Inc. DBA Bluerails might request evidence of Partner’s license renewal or training records for Partner’s compliance staff; Partner might request evidence of Bandra Railz Finance Inc.’s FINTRAC registration renewal or summary of its data protection measures. 

Subcontractors and Sending Partners: If the Partner utilizes Sending Partners or other third-party agents to carry out any functions related to this Agreement (e.g., outsourcing customer onboarding), Partner will ensure Bandra Railz Finance Inc. DBA Bluerails has the right to obtain information from, or audit, those third parties as necessary to fulfill regulatory obligations. Partner will inform Bandra Railz Finance Inc. DBA Bluerails of any such outsourcing arrangements and assist Bandra Railz Finance Inc. DBA Bluerails in exercising its rights in relation to them. 

All audit and review activities shall be conducted in compliance with applicable Privacy Laws and in a manner that does not violate confidentiality obligations to other customers or third parties. Each party shall bear its own costs of facilitating any audits it requests; however, if an extraordinary audit is required due to a material breach by one party, the breaching party shall bear the reasonable costs of the audit. 

6.6 Mutual Indemnification (Partners) 

Each Party to the partnership (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (the “Indemnified Party”) from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: 

• Breach of Agreement: Any breach by the Indemnifying Party (or its directors, officers, employees, agents) of its representations, warranties, or obligations under this Agreement. For example, if the Partner fails to comply with AML requirements and that leads to a regulatory penalty or legal claim against Bandra Railz Finance Inc., the Partner would indemnify Bandra Railz Finance Inc.. Conversely, if Bandra Railz Finance Inc. DBA Bluerails improperly discloses confidential data and that causes a claim against the Partner, Bandra Railz Finance Inc. DBA Bluerails would indemnify Partner. 

• Negligence or Misconduct: Any act or omission of the Indemnifying Party or its agents that is grossly negligent, fraudulent, or constitutes willful misconduct and which directly causes harm to the Indemnified Party or to a third party claim being made against the Indemnified Party. 

• System Breach: In the case of Partner indemnifying Bandra Railz Finance Inc.: any security breach or compromise of Partner’s systems or environment that negatively impacts Bandra Railz Finance Inc. DBA Bluerails or its customers. For instance, if Partner’s failure to secure its API credentials results in unauthorized transactions that Bandra Railz Finance Inc. DBA Bluerails must refund or that cause claims, Partner will cover those losses. In the case of Bandra Railz Finance Inc. DBA Bluerails indemnifying Partner: any security incident within Bandra Railz Finance Inc.’s systems (unrelated to Partner’s breach) that causes Partner to incur losses or face claims from its customers or regulators. 

• Regulatory Fines: Any fines or penalties imposed by a Regulatory Authority on the Indemnified Party to the extent caused by the Indemnifying Party’s violation of applicable laws or regulations under this Agreement. As an example, if Bandra Railz Finance Inc. DBA Bluerails is fined by FINTRAC due to incomplete records because Partner failed to provide required info, Partner must cover that fine. 

The Indemnified Party will: (i) promptly notify the Indemnifying Party of any claim for which it seeks indemnification (to the extent legally permitted); (ii) allow the Indemnifying Party to control the defense and settlement of the claim (with counsel of its choice), provided that any settlement that admits liability of or imposes non-monetary obligations on the Indemnified Party requires the Indemnified Party’s prior consent (not to be unreasonably withheld); and (iii) reasonably cooperate (at the Indemnifying Party’s expense) in the defense of the claim. Failure to promptly notify will not relieve the Indemnifying Party of its obligations except to the extent it was prejudiced by the delay. 

6.7 Additional Compliance for Cross-Border Transactions 

The commitments in this Section 6.7 are in addition to, and do not limit, any other compliance-related obligations stated elsewhere in this Agreement. 

7. Account, Platform, and Data Security 

7.1 Account and Data Security (Users) 

You are responsible for maintaining the security of your Bandra Railz Finance Inc. DBA Bluerails Account and your personal device(s). This includes keeping your password and authentication methods confidential. Do not share your login credentials with anyone. Bandra Railz Finance Inc. DBA Bluerails will never ask you for your password via phone or email. If you suspect your Account has been compromised (e.g., you notice unauthorized transactions or you lose access to your registered phone/email), you must contact Bandra Railz Finance Inc. DBA Bluerails immediately. We may help secure your account by freezing activity until we verify control has been restored to you. 

You should also use updated antivirus software and be cautious of phishing attempts. Bandra Railz Finance Inc. DBA Bluerails is not liable for losses resulting from unauthorized access due to your failure to secure your credentials or devices, except as required by law. However, if we determine that an unauthorized transaction might be recoverable (for example, if we catch it early or it’s due to a known security breach on our side), we will attempt to reverse it and/or support you in mitigating the damage. 

Bandra Railz Finance Inc. DBA Bluerails implements its own security measures to protect the Service (including encryption of sensitive data in transit, secure tokenization of card data, and compliance with standards like PCI DSS for payment data). While we follow industry best practices, no system is foolproof and we can’t guarantee absolute security. You agree to use any security features we offer, such as two-factor authentication, where available. 

When using the Services or in interactions with Bandra Railz Finance Inc., you may receive information that is non-public or proprietary to Bandra Railz Finance Inc., such as details about our technology, security mechanisms, fees that are not publicly advertised, or other users’ information (if accidentally exposed). You agree that all information marked as confidential or that should reasonably be understood as confidential is Bandra Railz Finance Inc.’s Confidential Information and you will not disclose it to any third party without our consent. You will use such information only for the purpose of using the Service in accordance with this Agreement. This obligation continues even after you cease using the Service. 

For clarity, our Privacy Policy covers how we handle your personal data, whereas this confidentiality section covers business or technical information exchanged. Your own data and your transaction details are generally considered your Confidential Information (except to the extent they must be shared for processing or compliance), and Bandra Railz Finance Inc. DBA Bluerails will not disclose such information to third parties except as permitted by this Agreement (for example, to service providers, or if required by law or subpoena). 

If either you or Bandra Railz Finance Inc. DBA Bluerails (as “Recipient”) is required by law, regulation, or legal process to disclose Confidential Information of the other (as “Disclosing Party”), the Recipient shall, to the extent permitted, notify the Disclosing Party in advance and cooperate in any effort to limit or prevent the disclosure. Despite anything in this Agreement, Confidential Information may be disclosed to the extent it is required to be produced by a court order or regulatory request, provided that (where allowed) the Disclosing Party is given prompt notice to seek a protective order. 

All Confidential Information remains the property of the Disclosing Party. No license or rights are granted by the Disclosing Party to the Recipient other than to use the information for the purposes of this Agreement. Upon termination of the Agreement or upon request, each party will return or securely destroy (and certify such destruction) all Confidential Information of the other in its possession, except for copies retained as required by law or standard backup procedures. 

7.3 Confidentiality and Publicity (Partners) 

In the context of the partnership, both Bandra Railz Finance Inc. DBA Bluerails and Partner acknowledge that they will be exchanging confidential information. In addition to the general terms above, the following apply: 

• Confidential Information includes the terms of the partnership itself (such as pricing, fees, and the content of Schedules), business plans, technical integrations, customer data provided, and any information about either party’s products or services that is not public. For Partner, it specifically includes any information about Partner’s customers (Senders/Beneficiaries) that Partner shares with Bandra Railz Finance Inc., and for Bandra Railz Finance Inc., it includes any info about Bandra Railz Finance Inc.’s technology or other partners that Bandra Railz Finance Inc. DBA Bluerails shares with Partner. 

• Each Party (as Recipient) shall restrict disclosure of the other’s Confidential Information to its own Personnel or Affiliates on a need-to-know basis, who are under obligations of confidentiality at least as strict as this Agreement. Each Party assumes responsibility for any misuse of Confidential Information by its Personnel or affiliates. 

• Neither Party will use the other’s name, logo, or trademarks in any press release, marketing, or publicity without prior written consent. An exception is that Bandra Railz Finance Inc. DBA Bluerails may include Partner’s name or logo in lists of partners or client showcases, and Partner may state that it uses Bandra Railz Finance Inc. DBA Bluerails as a service provider, as long as such references are truthful and not disparaging. Any formal public announcement regarding the partnership (if any) shall be mutually agreed. 

• The confidentiality obligations survive for five (5) years after the termination of the Agreement, or indefinitely with respect to any trade secrets. 

• If there is a breach or threatened breach of this confidentiality section, each party acknowledges that irreparable harm could occur, and the aggrieved party may seek injunctive relief in addition to other remedies. 

Note: Confidentiality does not supersede legal obligations to report suspicious transactions. Each Partner acknowledges Bandra Railz Finance Inc. DBA Bluerails may share information about transactions with regulators or law enforcement if required by law (e.g. suspicious transaction reporting) without it being a breach of confidentiality. 

8. Data Protection and Privacy 

8.1 Privacy Policy and User Data 

Bandra Railz Finance Inc.’s collection, use, and disclosure of Personal Information about Users (including Senders and Beneficiaries) is governed by our Privacy Policy, which is hereby incorporated into this Agreement by reference. Our Privacy Policy is available on our website (and/or mobile app). By agreeing to these Terms, you also consent to the practices described in the Privacy Policy, including how we process your Personal Information and the rights you have regarding your data. 

In summary, Bandra Railz Finance Inc. DBA Bluerails collects personal data as needed to provide the Services and to comply with legal obligations (such as AML identification). This may include verifying your identity, sharing some details with counterparties to your transactions or banks (for example, providing your name and address to the beneficiary’s bank as part of a wire transfer), and retaining records for compliance. We implement safeguards to protect personal data, but you also play a role in protecting your data (for example, by using a strong password and not sharing account access). 

If you have any questions about privacy or wish to exercise rights such as access or correction of your data, you can contact Bandra Railz Finance Inc.’s privacy officer as described in the Privacy Policy. 

8.2 Partner Data Protection Obligations 

To the extent Partner provides Bandra Railz Finance Inc. DBA Bluerails with Personal Information about any individuals (e.g., Senders, Beneficiaries, or Partner’s personnel), Partner represents and warrants that it has obtained all necessary consents or has another valid legal basis to share that data with Bandra Railz Finance Inc. DBA Bluerails for the purposes of this Agreement. Partner shall ensure that its privacy notices to its customers (Senders) include, where required, a disclosure that personal data will be shared with Bandra Railz Finance Inc. DBA Bluerails (identified perhaps as a service provider or partner) and may be processed in Canada or other jurisdictions for the purpose of completing their transactions and fulfilling compliance requirements. 

Each Party will comply with its respective obligations under applicable Privacy Laws. This includes implementing appropriate technical and organizational measures to protect Personal Information against unauthorized or unlawful processing and against accidental loss, destruction, or damage. Each Party agrees not to do or omit to do anything with Personal Information that would put the other party in breach of applicable privacy laws. 

If a data breach occurs involving Personal Information processed in the context of this partnership, the affected party will promptly notify the other (in no event later than 48 hours of discovery, unless otherwise required by law) and provide reasonable information to assist in any required notifications to individuals or authorities. The parties will cooperate in good faith on incident investigation and remediation efforts. 

Data Minimization and Use: Bandra Railz Finance Inc. DBA Bluerails will only process Personal Information received from Partner (such as Sender and Beneficiary details in Payment Data) as needed to perform the Service (i.e., to execute transactions and meet regulatory requirements), or as otherwise instructed by Partner, or as required by law. Bandra Railz Finance Inc. DBA Bluerails will not use that Personal Information for other purposes (like marketing) unless it has a direct relationship with the individual and obtains their consent independently. 

Cross-Border Transfers: The Parties acknowledge that in providing the Services, Personal Information may be transferred or stored across international borders (for example, if Partner is outside Canada, data will flow to Canada; or if a Beneficiary is in another country, some data will go to that country’s payout provider). Where required by Privacy Laws, each party will implement appropriate transfer mechanisms (such as standard contractual clauses or data processing agreements) to lawfully transfer personal data across borders. Partner acknowledges that data Bandra Railz Finance Inc. DBA Bluerails holds in Canada may be subject to lawful access by Canadian authorities. 

Requests and Compliance: If either party receives an inquiry or complaint from a data protection authority or an individual data subject related to processing under this Agreement, it will promptly inform the other party, where permissible. The Parties shall assist each other in responding to individuals exercising their privacy rights, to the extent one party’s cooperation is required. For example, if a Sender requests Partner to delete their personal data, and some of that data resides with Bandra Railz Finance Inc., Partner can request Bandra Railz Finance Inc. DBA Bluerails to delete any non-mandatory data (subject to legal retention requirements). 

Partner shall ensure that any Personal Information it shares with Bandra Railz Finance Inc. DBA Bluerails is accurate and up-to-date to the best of Partner’s knowledge, and will notify Bandra Railz Finance Inc. DBA Bluerails of any corrections or updates as needed to keep the information accurate. 

For the avoidance of doubt, the terms of this Section 8 do not diminish any party’s obligations or liabilities under the Confidentiality section (Section 7.2 and 7.3). Both confidentiality and privacy obligations apply – confidentiality covering broader business info and privacy specifically covering personal data. 

9. Term and Termination 

9.1 Term of Agreement 

For Users who are individuals using the Service, this Agreement starts when you first accept it (for instance, by creating an account or by clicking “Agree”) and continues until terminated by either you or Bandra Railz Finance Inc.. This is an at-will relationship, meaning you may close your Account or stop using the Services at any time, and Bandra Railz Finance Inc. DBA Bluerails may terminate or suspend the Service as provided below. 

For formal Partners who sign a Payout Service Agreement or are explicitly covered by the partnership terms, the Initial Term of that partnership shall be as specified in the signed agreement or in Schedule 2. For example, if stated, an Initial Term might be three (3) years from a certain commencement date. If not explicitly stated, the default is one (1) year from the start of the partnership. After the Initial Term, the partnership may automatically renew for successive one-year periods (each a “Renewal Term”) unless either party gives notice of non-renewal at least 60 days before the end of the current term. These terms ensure clarity for long-term partnerships, but they do not affect the ability to terminate earlier for cause as set out below. 

9.2 Termination by User 

You (as an individual User) may terminate this Agreement at any time by giving notice to Bandra Railz Finance Inc. DBA Bluerails and closing your Account. The process to close your Account is: contact Bandra Railz Finance Inc. DBA Bluerails support by email or through the app and request account closure. We may require verification of your identity before closing. Conditions: You should not have any pending transactions or disputes. If there is a remaining balance, Bandra Railz Finance Inc. DBA Bluerails will instruct you on withdrawing it or will send it to your linked bank account (minus any fees) as part of closing the account. Note that simply uninstalling the app or ceasing to use the Service does not automatically close your account or terminate this Agreement until you follow the closure steps. 

9.3 Termination or Suspension by Company (Users) 

Without Cause: Bandra Railz Finance Inc., in its sole discretion, may suspend or terminate your access to the Services, or terminate this Agreement, for any reason by giving you notice. In many cases, such termination without cause might be due to business decisions (for instance, Bandra Railz Finance Inc. DBA Bluerails exiting a market or discontinuing a product). We will provide notice via email or in-app notification and, where possible, a grace period for you to withdraw any funds. 

With Cause (Immediate): Bandra Railz Finance Inc. DBA Bluerails may immediately terminate or freeze your account without prior notice if: (i) you are in material breach of this Agreement (for example, engaging in restricted activities, fraud, or failing to pay amounts due); (ii) we are required to do so by law or a direction of a Regulatory Authority (e.g., if your account is implicated in crime or is subject to sanctions); or (iii) continuing to provide Services to you would expose Bandra Railz Finance Inc. DBA Bluerails to security risk or legal liability. In such cases, we will notify you as soon as practicable, provided we are legally permitted to do so. 

Effects of Suspension/Termination (Users): Upon termination of your account, you must cease using the Services. Any pending transactions may be canceled (subject to our discretion). Any funds in your account will be handled as described above (either returned to you or, if required, held for chargeback periods). Termination of the Agreement does not relieve you of any obligations incurred prior to termination – you remain liable for any fees, reversals, or other liabilities owed to Bandra Railz Finance Inc.. Even after your account is closed, we may retain your information as required by law (e.g., for fraud prevention or recordkeeping). 

If your account is suspended (rather than fully terminated), you will not be able to transact or access funds until the issue is resolved. Bandra Railz Finance Inc. DBA Bluerails will either lift the suspension once the cause is remedied or will proceed to termination if it’s not resolved in a reasonable time. 

9.4 Termination in Partnership (Cause and Convenience) 

In a partnership scenario (Business Account or formal Partner): 

• Termination for Cause: Either Party may terminate the partnership portion of the Agreement with immediate effect by giving written notice to the other upon the occurrence of any of the following default events: 

• A material breach by the other Party of this Agreement that is either incapable of being remedied or, if capable of remedy, is not cured within thirty (30) days (or the specified cure period, if different in any clause) after receiving notice describing the breach in reasonable detail. (Note: Some clauses above reference 60 days for remedy of breach; to reconcile, we’ll treat material breach cure period as 30 days unless another clause explicitly gave a different timeframe, such as the 60 days for a general material breach as above.) 

• Any representation or warranty made by the other Party is found to have been incorrect in any material respect at the time it was made, and/or ceases to be true, and (if it materially affects the Agreement) is not promptly corrected. 

• The other Party becomes insolvent or bankrupt, or proceedings are initiated for winding up, receivership, or similar, or it enters into any arrangement with creditors due to inability to meet obligations. 

• The other Party loses its required Regulatory Permission (e.g., if Partner’s MSB license is suspended/revoked, or if Bandra Railz Finance Inc.’s FINTRAC registration is revoked). 

• The other Party fails to pay any amount due under the Agreement by more than 7 days after receiving a notice of non-payment. 

• Additionally, either Party may terminate immediately if required or requested to do so by a Regulatory Authority or if continuing the relationship would cause that Party to be in breach of law or regulation. 

In the event of a termination for cause by one Party, that Party retains all rights to pursue any remedies available under law or equity for the breach. 

Termination for Convenience: Either Party (specifically in partnership context) may terminate the Agreement without cause by providing at least sixty (60) days’ prior written notice to the other. This allows either side to gracefully exit the relationship after the initial commitment, if desired. 

Inactivity: Bandra Railz Finance Inc. DBA Bluerails reserves the right to terminate the partnership if there has been no transactional activity for a continuous period (e.g., three (3) months of no Transactions processed). In such a case, Bandra Railz Finance Inc. DBA Bluerails would give notice (which might be immediate termination notice or a warning with time to respond). This is to ensure that dormant partnerships do not linger indefinitely. 

Regulatory Termination: If a government or regulatory body explicitly orders the cessation of the partnership or of certain services under it, both Parties will comply immediately and that portion (or the whole Agreement, as applicable) shall be terminated, notwithstanding any notice periods. 

9.5 Effect of Termination (and Survival) 

Upon termination or expiration of this Agreement (or the partnership portion of it): 

• Ceasing Operations: Both Parties shall immediately stop presenting themselves as partners or as authorized to use the other’s services. Partner must cease using Bandra Railz Finance Inc.’s Service System (API access will be revoked), and Bandra Railz Finance Inc. DBA Bluerails will cease accepting new transactions from Partner. Users must stop using the app/Service, uninstall if desired, and not attempt to access their closed account (except to retrieve statements or money in coordination with support). 

• Final Settlement: Partner and Bandra Railz Finance Inc. DBA Bluerails will conduct a final settlement of accounts. Partner will pay any outstanding Fees or Settlement amounts for transactions processed up to termination, and Bandra Railz Finance Inc. DBA Bluerails will likewise settle any funds due back to Partner (for instance, if Partner had pre-funded a wallet, remaining balances minus fees should be returned within seven (7) Business Days). If Bandra Railz Finance Inc. DBA Bluerails terminated for cause due to non-payment, it may net any owed amounts from funds otherwise returnable to Partner. 

• Outstanding Transactions: Any transaction that was pending or in progress as of the termination effective date should still be completed if possible. However, Bandra Railz Finance Inc. DBA Bluerails reserves the right to cancel any pending transactions that have not been fully executed by the termination date, especially if we terminate for cause. We will consult with Partner on the handling of in-flight transactions to ensure minimal disruption to end users. 

• Return of Materials: Each party will return (or confirm destruction of) any property or materials of the other in its possession. For example, Partner must return any security tokens or devices provided by Bandra Railz Finance Inc. DBA Bluerails and delete any software (or follow any de-installation instructions). Likewise, Bandra Railz Finance Inc. DBA Bluerails will return or delete any Partner-provided equipment or confidential data, except as required to be retained for compliance. 

• Licenses End: Any licenses granted under this Agreement (for example, the software license to use Bandra Railz Finance Inc.’s API, or any license to use a Party’s trademarks) terminate immediately upon termination. Each Party will remove the other’s brand references from its websites or materials, except as needed in archival/historical records. Neither party will hold itself out as having any ongoing relationship once terminated. 

• Surviving Terms: Certain provisions by their nature survive termination. These include, without limitation: fees and payment obligations accrued (you still owe any fees incurred before termination and we can collect even post-termination), indemnities (Sections 6.6 and 8.5), limitations of liability and warranties disclaimers (Section 8.6), confidentiality obligations (Section 7), data protection (Section 8), dispute resolution and governing law (Section 10), and any other clause that is stated to or that logically should survive to give effect to post-termination rights or obligations. 

Neither Party will be liable to the other for any compensation, reimbursement or damages of any sort as a result of terminating the Agreement in accordance with its terms, provided that termination does not relieve either party of liability for breaches occurring prior to termination. In other words, if you violated the Agreement and we terminate you, we can still seek remedies for that breach even after termination; similarly, if we owed you money pre-termination, that debt is still due. 

After termination, Users may still request historical transaction data or statements from Bandra Railz Finance Inc. DBA Bluerails as required by law, and Bandra Railz Finance Inc. DBA Bluerails will provide those (possibly for a limited time or fee, as per our policies). 

10. General Legal Terms 

10.1 Disputes with Bandra Railz Finance Inc. DBA Bluerails (Users) 

If you have a dispute with Bandra Railz Finance Inc. DBA Bluerails (for example, concerning the Service or a transaction error), our goal is to address your concerns. Please contact our customer support first, and we will attempt to resolve the issue amicably. You can reach us by emailing [support email] or via the app’s support chat. We aim to respond promptly and fairly. 

If a dispute arises that we cannot resolve informally, you and Bandra Railz Finance Inc. DBA Bluerails agree to seek resolution through the process outlined in Section 10.2 (Governing Law and Dispute Resolution). Please note that certain small disputes might be eligible to be resolved in small claims court rather than through other processes, provided they meet the court’s jurisdictional limits. 

10.2 Governing Law and Dispute Resolution 

For Individual Users: This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. You agree that any legal actions or proceedings arising out of this Agreement shall be brought exclusively in the courts of the Province of British Columbia, and you irrevocably submit to the personal jurisdiction of such courts. If you are a consumer residing in another Canadian province that mandates a different governing law or venue for consumer contracts, then nothing in this section overrides any such mandatory provisions; otherwise, British Columbia law and venue applies. 

For Partnerships (Businesses): In the case of disputes related to the Partner terms, the governing law may be specified in the partnership agreement portion. By default (unless otherwise agreed in writing), it is also the law of British Columbia, Canada. However, the parties recognize that cross-border arbitration can be an efficient way to resolve complex international disputes. The partnership may thus be subject to an arbitration clause if mutually agreed separately. For example, if the parties have agreed in a Schedule or addendum that disputes will be referred to binding arbitration (such as ICC or AAA rules) in a neutral forum, that clause would apply. Absent such explicit arbitration agreement, disputes will be handled in BC courts as above. 

Arbitration (if applicable): Any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled solely and exclusively by binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) in accordance with its applicable rules. The arbitration shall take place in Vancouver, British Columbia, and the proceedings shall be conducted in English. 

The arbitration shall be heard and determined by a single arbitrator mutually selected by the Parties. If the Parties are unable to agree on an arbitrator, the appointment shall be made by VanIAC in accordance with its rules. 

Each Party shall bear its own legal fees and costs, and the Parties shall share equally the fees and expenses of the arbitrator and the administration of the arbitration, unless the arbitrator decides otherwise. 

Each Party shall be entitled to participate in the arbitration by video conference or teleconference. Arbitration may proceed in the absence of any Party provided that proper notice has been given. 

If, for any reason, this arbitration clause is held to be unenforceable, the Parties agree that the exclusive jurisdiction and venue for any judicial proceedings shall be the courts located in Vancouver, British Columbia. 

10.3 Waiver of Jury Trial and Class Actions (Users) 

To the extent permitted by law, both you and Bandra Railz Finance Inc. DBA Bluerails waive any right to a trial by jury in any litigation arising out of or related to this Agreement or the Services. Additionally, to the maximum extent allowed, you agree that you will not bring claims against Bandra Railz Finance Inc. DBA Bluerails as a plaintiff or class member in any purported class or representative action. Disputes will be resolved only on an individual basis, and neither you nor Bandra Railz Finance Inc. DBA Bluerails will seek to have any dispute heard as a class action, private attorney general action, or in any proceeding in which you or Bandra Railz Finance Inc. DBA Bluerails acts or proposes to act in a representative capacity. If this class action waiver is found to be unenforceable or unlawful, then any agreement to arbitrate (if any) shall not apply, and the dispute must be brought in court subject to the governing law above. 

(This section does not apply to the extent prohibited by applicable law; for example, if you reside in a jurisdiction that does not allow pre-dispute class action waivers in consumer contracts, this section may not be enforceable.) 

10.4 Limitation of Liability 

No Indirect Damages: To the fullest extent permitted by law, neither Bandra Railz Finance Inc. DBA Bluerails nor you (nor, as applicable, any Partner) will be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement or the Services. This exclusion applies regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise), and even if a party has been advised of the possibility of such damages. “Consequential damages” include, for example, lost profits, loss of business, loss of data, or the cost of substitute services. 

Liability Cap for Users: Except for Bandra Railz Finance Inc.’s liability in connection with unauthorized transactions as may be required by consumer protection laws, the total cumulative liability of Bandra Railz Finance Inc. DBA Bluerails to any User for all claims arising from or relating to the Service and this Agreement shall not exceed the amount of fees the User paid to Bandra Railz Finance Inc. DBA Bluerails in the 12 months preceding the incident giving rise to liability. For clarity, if no fees were paid (for example, if all your transactions were free), Bandra Railz Finance Inc.’s liability in monetary terms will be zero or the minimum amount allowable by law. Amounts you transferred or that were stored (the principal amounts) are not “fees” and thus not counted in this cap. This cap is an aggregate cap for all claims; multiple claims will not enlarge the limit. 

Liability Cap for Partners: Between Bandra Railz Finance Inc. DBA Bluerails and Partner, unless otherwise agreed in writing, each Party’s liability to the other for direct damages shall be limited to the actual direct damages proven, and further limited to an amount equal to the total Fees paid or payable by Partner to Bandra Railz Finance Inc. DBA Bluerails under this Agreement in the 12 months prior to the event giving rise to the claim. If the Agreement has not been in effect for 12 months, then the cap will be the average monthly Fees times 12. This limitation is aggregate for all claims in that period. However, nothing in this Agreement shall operate to exclude or limit liability which cannot be excluded by law. For instance, liabilities arising from death or personal injury caused by negligence, or fraud/fraudulent misrepresentation are not limited by this Agreement, as most laws do not allow such limitation. 

Exceptions: The limitations and exclusions of liability stated in this section do not apply to: (a) your obligation to pay amounts owed (chargebacks, fees, etc.), (b) either party’s indemnification obligations (for which the cap will not limit third-party claims fully, though it might limit inter-party liability if the indemnity fails), (c) damages arising from a party’s willful misconduct or fraud, and (d) any liability that cannot be limited by law. Additionally, if applicable law does not allow the exclusion of certain warranties or the exclusion or limitation of certain damages, those exclusions and limitations shall apply to you only to the extent permissible. For example, some jurisdictions do not allow the limitation of liability for gross negligence, so if that is the case, the relevant portion above would not apply in the case of gross negligence. 

Each party acknowledges that the other is entering into this Agreement in reliance on the limitations of liability stated herein, and that those limitations are an essential basis of the bargain between the parties. 

10.5 Disclaimer of Warranties 

As-Is Service: Except as expressly set forth in this Agreement, the Services are provided “AS IS” and “AS AVAILABLE” without any representation or warranty, whether express, implied, or statutory. Bandra Railz Finance Inc. DBA Bluerails specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Services will meet your requirements or expectations, that access will be uninterrupted or error-free, or that any defects will be corrected. 

For example, we do not warrant that transfers will arrive by a certain time (though we give estimates), or that the Services will be compatible with all devices or free from bugs or viruses (though we take measures to secure it). You use the Bandra Railz Finance Inc. DBA Bluerails Service at your own risk and are responsible for any resulting damage to your device or loss of data. 

Third-Party Services: Bandra Railz Finance Inc. DBA Bluerails makes no warranty with respect to any third-party services or products you use that integrate with the Service. Any issues or questions concerning those third parties (like your mobile carrier, or a third-party money pickup agent) should be addressed to them. They are not Bandra Railz Finance Inc.’s agents, and we are not responsible for their acts or omissions. 

No Continuous Access: We disclaim any warranty that the Services will always be accessible. There may be occasions where the Service is unavailable due to maintenance, upgrades, or technical issues. We will, however, endeavor to provide updates or notices in case of prolonged outages. 

Some jurisdictions do not allow the exclusion of certain warranties. If such laws apply, some of the above disclaimers may not apply to you to the extent prohibited. 

10.6 Intellectual Property Rights 

All Intellectual Property Rights (IPR) in and to the Services (including our website, mobile app, APIs, software, branding, logos, and documentation) are owned by Bandra Railz Finance Inc. DBA Bluerails or its licensors. Nothing in this Agreement transfers any IPR to you. Bandra Railz Finance Inc. DBA Bluerails grants you a limited, revocable, non-exclusive, non-transferable license during the term of this Agreement to use its software and platform solely to access and use the Services in accordance with this Agreement. You shall not: copy, modify, distribute, sell, or lease any part of our Services or included software; nor reverse engineer or attempt to extract the source code of that software, except to the extent allowed by law. 

If you provide feedback or suggestions about the Services, Bandra Railz Finance Inc. DBA Bluerails may use them without any obligation to you. 

For Partners: Each Party retains ownership of its pre-existing IPR. Any IPR that is developed or created in the performance of the Agreement will belong to the developing Party unless otherwise agreed. However, any integration work, modifications, or improvements made to Bandra Railz Finance Inc.’s system in connection with customizing the Service for Partner shall be the exclusive property of Bandra Railz Finance Inc.. Bandra Railz Finance Inc. DBA Bluerails grants Partner a non-exclusive license during the term to use Bandra Railz Finance Inc.’s name and logo as needed to inform customers (with prior consent on how the brand is used). Partner grants Bandra Railz Finance Inc. DBA Bluerails a license to use Partner’s name, logo, and any necessary software or systems solely for the purpose of providing the Service (e.g., to state that Bandra Railz Finance Inc. DBA Bluerails powers transactions for Partner, or to access Partner’s systems as agreed). 

Upon termination, any license granted ends immediately (as noted earlier), and each party will cease use of the other’s IPR, except to the extent needed for fulfilling post-termination obligations or as required by law. 

10.7 Miscellaneous Provisions 

Entire Agreement: This Agreement (including any Schedules, Appendices, and documents incorporated by reference like the Privacy Policy and any applicable Service Level Agreement) constitutes the entire agreement between you and Bandra Railz Finance Inc. DBA Bluerails with respect to the Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Bandra Railz Finance Inc.. In entering this Agreement, neither party is relying on any statement, representation, or warranty not expressly set out herein. Any previous agreements between the Parties relating to the subject matter (e.g., if you had an older version of terms) are hereby terminated as of the effective date of this Agreement. 

Amendments: Bandra Railz Finance Inc. DBA Bluerails may amend or update this Agreement by posting a revised version on our website or providing notice to you via email or the app. The revised version will state the “Last Updated” date. For Users, unless otherwise stated, the new terms will be effective as of the date of posting or notification. If you continue to use the Services after that effective date, you are deemed to have accepted the revised terms. If you do not agree, you must stop using the Services and may close your account. For Partners with a signed agreement, any amendment must be in writing and signed by authorized representatives of both Parties, unless the amendment is required to comply with law (in which case Bandra Railz Finance Inc. DBA Bluerails can notify Partner of the change and it will take effect as necessary). 

No Waiver: If Bandra Railz Finance Inc. DBA Bluerails (or Partner) fails to exercise or enforce any right or provision of this Agreement, it shall not constitute a waiver of such right or provision. Any waiver of any provision must be in writing to be effective. Similarly, if any party delays in enforcing their rights or only partially enforces them, that will not prevent them from enforcing at a later time. 

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of the Agreement shall remain in full force and effect. The Parties will, in good faith, seek to amend the Agreement to replace any invalid or unenforceable provision with a valid one that as closely as possible reflects the original intent. 

Assignment: You may not assign or transfer any rights or obligations under this Agreement without Bandra Railz Finance Inc.’s prior written consent. Any attempted assignment by you in violation of this clause is void. Bandra Railz Finance Inc. DBA Bluerails reserves the right to assign or transfer this Agreement or any of its rights or obligations (in whole or in part) without your consent, for example to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. We will provide notice of any such assignment if it results in a new entity being the service provider. In the context of a partnership, neither Partner nor Bandra Railz Finance Inc. DBA Bluerails may assign the Agreement without the other’s consent (not to be unreasonably withheld), except Bandra Railz Finance Inc. DBA Bluerails may assign to an affiliate or successor entity. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns. 

Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement shall be interpreted as creating a joint venture, partnership, employment, or agency relationship between you and Bandra Railz Finance Inc. DBA Bluerails (or between Partner and Bandra Railz Finance Inc.). You do not have authority to bind Bandra Railz Finance Inc., and Bandra Railz Finance Inc. DBA Bluerails does not have authority to bind you, in any way. For Users, you are simply a user of our platform; for Partners, even though we use the term “partner,” it does not imply a legal partnership — it is a cooperative business relationship defined solely by this contract. 

Third-Party Beneficiaries: This Agreement is for the benefit of you and Bandra Railz Finance Inc. DBA Bluerails (and in the case of partnerships, the Partner), and not for any other person except where explicitly stated. No other person or entity shall have rights to enforce any term of this Agreement, except that Affiliates of Bandra Railz Finance Inc. DBA Bluerails (to whom we assign or subcontract obligations) and Covered Third Parties (like our banking partners) may enjoy disclaimers or liability limitations in their favor as provided in this Agreement. 

Notices: Bandra Railz Finance Inc. DBA Bluerails may provide notices to you under this Agreement by: (a) posting a notice on our website or in your user account dashboard, (b) sending it via email to the email address associated with your account, (c) mailing it to any address you’ve provided, or (d) in the case of Partners, through agreed channels listed in Schedule 2 (like formal notices to an authorized representative). You should maintain an updated email in your profile because that’s a primary way we contact you. Notices to Bandra Railz Finance Inc. DBA Bluerails can be sent by email to [legal@CompanyName] or via registered mail to our registered office address (as listed in Schedule 2 or on our website). Notices are deemed received: if emailed, on the day sent (or next business day if sent after business hours or on a non-business day); if posted online, at the time of posting; if mailed, when signed for or delivered; if faxed (for those who use fax), on confirmation of successful transmission. For formal legal notices, we encourage using traceable delivery (like courier or registered mail). 

Costs: Each Party is responsible for its own costs incurred in performing or negotiating this Agreement, unless otherwise specified (for example, each pays their own legal and operational expenses). If the Agreement specifies certain costs to be reimbursed (like integration costs, or audit expenses as mentioned), those terms apply. 

Electronic Signatures and Records: You agree that this Agreement and any other agreements or notices between us may be provided to you electronically. We use electronic records and signatures, which have the same force and effect as hand-written signatures. By using the Services, you are agreeing to the use of electronic communication and records. 

Force Majeure: Neither Bandra Railz Finance Inc. DBA Bluerails nor you (nor Partner) will be liable for any delays or failure in performance (except obligations to pay money) caused by events outside the affected party’s reasonable control. Such events include, but are not limited to: natural disasters, acts of God, acts of war, terrorism, civil disturbances, governmental actions, pandemic or epidemic outbreaks, power or internet outages, strikes or labor disputes affecting third-party providers, and other unforeseeable circumstances beyond control. The party claiming force majeure shall notify the other as soon as practicable of the event and its impact on performance. The obligations of the affected party are suspended for the duration of the force majeure event. If the force majeure continues for an extended period (e.g., 90 days continuously) such that it substantially frustrates the purpose of the Agreement, either party may terminate the Agreement with written notice, without liability for the termination (but any accrued rights and obligations up to that point remain). 

Remedies Cumulative: Except as expressly provided, the rights and remedies provided under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. 

Language: It is the express wish of the parties that this Agreement and all related documents be drawn up in English. (If this Agreement is translated into another language, the English version shall govern to the extent of any inconsistency, unless prohibited by local law.) 

Headings: Section headings in this Agreement are for convenience only and have no legal or contractual effect. 

Execution: If this Agreement (or any amendment) is being signed or agreed to physically, it may be executed in counterparts, and signatures exchanged via electronic means (pdf, DocuSign, etc.) shall be deemed original. If accepted via click-through online, that action constitutes an electronic signature binding you to the Agreement. 

By using the Services or by signing below (as applicable), you acknowledge that you have read and agree to all the terms above. 

Schedule 1: Fee Schedule 

(This schedule outlines the fees and exchange rate terms for Partners. Users’ fees are generally as communicated per transaction in the app, but key consumer fees could also be listed here if needed.) 

Transaction Fees (Partner): Partner shall pay Bandra Railz Finance Inc. DBA Bluerails the following Transaction Fees for each Transaction processed: 

• Standard payout transaction: [Fee amount] (e.g., 1.0% of the transaction amount, minimum $X per transaction) – exact fees to be filled in based on agreement. 

• [Any other fee category: e.g., fee for transactions requiring conversion vs. same-currency transactions.] 

These fees are typically denominated in USD (or USDT, etc.) as agreed. Unless otherwise specified, fees will be deducted from Settlement funds at the time of Settlement. 

Foreign Exchange: For transactions requiring currency conversion, Bandra Railz Finance Inc. DBA Bluerails provides an exchange rate via its system which includes Bandra Railz Finance Inc.’s margin. Partner may mark up this rate for its customer, but Partner still settles at the Bandra Railz Finance Inc.-provided rate. Exchange rates are updated continuously and available via API. Partner agrees to use the provided rates at the time of transaction. Bandra Railz Finance Inc. DBA Bluerails reserves the right to revise the mechanism of providing rates by giving notice. 

Settlement Currency: Settlement between Partner and Bandra Railz Finance Inc. DBA Bluerails will be conducted in [Settlement Currency] (e.g., USD, CAD, or USDC stablecoin). If a different currency is mutually agreed, that will be specified here (and exchange rates for Settlement currency conversion may apply). 

Payment of Fees: All fees due to Bandra Railz Finance Inc. DBA Bluerails will be collected at the time of Settlement. For example, if the Partner owes $100 in fees for the day’s transactions, Bandra Railz Finance Inc. DBA Bluerails will deduct $100 from the Partner’s settlement or require Partner to send an extra $100. If any fees are not paid (e.g., due to insufficient funds), Bandra Railz Finance Inc. DBA Bluerails will invoice Partner and Partner shall pay within 7 days.

Schedule 3: Service Level Agreement (SLA) 

Service Levels and Support Procedures: 

Both Bandra Railz Finance Inc. DBA Bluerails and Partner agree to maintain the following support and incident management processes: 

• Operating Hours: Bandra Railz Finance Inc.’s technical support for Partner is available [24/7 for critical issues] and during business hours for routine issues. Partner will provide support to its customers and liaise with Bandra Railz Finance Inc.’s support for issues that require platform assistance. 

• Incident Reporting: When either party encounters a technical issue affecting the Service, they will notify the other’s technical contact (see Schedule 2 contacts). Use the agreed ticketing system or email for non-urgent issues, and phone call for urgent/high-severity issues. 

Priority Levels Definition: 

• P1 (Critical Impact): The entire Service or a critical part is unusable for the majority of users, with no workaround. e.g., All transactions failing, or system completely down. Business is severely impacted. 

• P2 (High Impact): Significant functionality is impaired for many users, but not a complete outage; or a critical issue has a temporary workaround. e.g., Transactions are processing slowly causing backlog. 

• P3 (Moderate Impact): A non-critical element of the service is not working properly for some users, with minor business impact. e.g., A reporting feature is down, but payments flow is fine. 

• P4 (Low Impact): Cosmetic issues or non-urgent inquiries. e.g., minor interface glitch, or general query.

Response and Resolution Targets:

(The times above are targets; actual times may vary depending on complexity. Both parties will endeavor to meet these targets and keep each other updated.) 

Escalation Procedure: 

1. When a case is opened, it is assigned a priority and a tracking number. The receiving support team acknowledges receipt (as per times above). 

2. If resolution is not achieved within the target time or if the situation worsens, it will be escalated to higher management: e.g., after X hours, a P1 goes to the on-call engineering manager and both parties’ senior contacts. 

3. Communication will be maintained at least every [30 minutes for P1, 2 hours for P2, daily for P3] to update status. 

4. Once service is restored, both parties will confirm and close the case, logging time and actions taken. 

5. A post-mortem review may be conducted for P1 issues to identify improvements. 

Maintenance and Downtime: 

• Bandra Railz Finance Inc. DBA Bluerails will perform routine maintenance during agreed windows (e.g., Sundays 2am-4am GMT). Any planned downtime will be notified at least 3 business days in advance, and scheduled in the window that minimizes impact to Partner’s operations (mentioned in Section 6.3). 

• In case of emergency maintenance (security patch etc.), Bandra Railz Finance Inc. DBA Bluerails will attempt to provide notice (even short notice) and coordinate if possible. 

• Partner is responsible for notifying Bandra Railz Finance Inc. DBA Bluerails of any planned downtime in its systems that could affect transaction flows (e.g., Partner’s own database maintenance that stops sending transactions). 

Performance Metrics: 

• Bandra Railz Finance Inc. DBA Bluerails aims for [e.g., 99.5% uptime] of its core transaction processing system, excluding scheduled maintenance. 

• If uptime falls below [99%] in a given month, Partner may request a service credit or discuss issue in business review. 

• Transactions processing time: Bandra Railz Finance Inc.’s system typically processes transactions within 30 seconds internally, but end-to-end completion depends on external factors. 

Case Closure: 

A support case is considered resolved when: (a) the underlying issue is fixed and normal service resumes, or (b) a mutually acceptable workaround is in place, or (c) it’s determined not to be caused by the Service (and perhaps lies with a third-party or Partner’s system) and cannot be addressed by Bandra Railz Finance Inc.. The Partner will confirm acceptance of resolution. 

(This SLA may be adjusted by mutual written agreement as needs evolve. Service credits for not meeting SLA can be considered if explicitly agreed, but are not automatically granted unless stated.)