These Terms of use (“Terms”) apply to the use of the LabelRails Services. All annexes referred to in these Terms form part of these Terms.

You must read these Terms carefully. By using and accessing the LabelRails Services you will be deemed to have read and accepted these Terms. If you do not accept these Terms you should not use and/or access the LabelRails Services.

Your use of our Services and Partner Services is subject to agreeing and complying with these Terms. These Terms shall constitute a binding legal agreement (“Agreement”) between you and us. 

LabelRails is a company registered in the Republic of Poland operated by LABELRAILS SP. Z O.O., registered at Oginskiego 11 lok. 9, 03-318, Warsaw, Poland (hereinafter “LabelRails”, “we”, “us”).

In addition to the other terms defined elsewhere in this Terms, the following terms shall have the meanings hereunder ascribed to them:

1. DEFINITIONS

1.1. The following definitions apply to these Terms:

End User means the client of a respective Customer through whom the client accesses the Customer Platform, our Services, and Partner Services.

Customer Terms means terms, conditions, and policies of a relevant Customer through whom you access our Services, and Partner Services.

Customer Platform means the platform through which you access our Services and Partner Services

Customer means an entity that cooperates with us to enable you to access our Services.

Fiat Funds means government-issued currency that is designated as a legal tender in its country of issuance on the legislative level.

Services means services provided to you by us under these Terms and as further detailed in the Customer Terms with any applicable limitations and restrictions.

Software means our proprietary software in machine-readable object code form, including any error corrections, updates, upgrades, modifications, and enhancements to it.

Website means https://www.labelrails.com 

Terms mean these Terms of Service for Customers’ End Users as amended and updated from time to time and made available through the Website.

Partners mean authorized or regulated financial institutions, providers of processing and such other third parties as we may partner with from time to time.

Third Party Service Providers mean a party, third party software and/or technology provider, whose products or services might assist LabelRails in maintenance and operation of the Services.

Partner Services mean services made available by Partners.

Partner Terms mean terms, conditions, and policies of Partners.

Personal Data means information that identifies an individual, such as name, address, email address, Transactions information and banking details. Personal Data does not include anonymized and/or aggregated data that does not identify a specific End-User.

VIBAN Account means a virtual account opened for you by us that is linked to our payment account opened by an authorized Partner, enabling certain Transactions with Fiat Funds.

Virtual Asset means a value represented in the digital form, which is digitally transferable, preservable, or tradable and which natural persons or legal persons accept as a payment instrument but that is not the legal tender of any country or funds for the purposes of Article 4(25) of Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC, and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ L 337, 23.12.2015, pp 35–127) or a payment transaction for the purposes of points (k) and (l) of Article 3 of the same Directive.

Virtual Asset Services means any or all of the following:

  • Virtual Asset Wallet Service: a Service in the framework of which we host a Virtual Asset Wallet or account that is managed with encrypted keys and enables the holding, storage, and transfer of Virtual Assets.
  • Virtual Asset Transfer Service: a Service that allows a Transaction to be conducted electronically at least in part through us in your name with the aim of moving the Virtual Asset to the recipient’s Virtual Asset Wallet.
  • Virtual Asset Exchange Service: a Service with the help of which you exchange a Virtual Asset against a fiat currency or a fiat currency against a Virtual Asset, or a Virtual Asset against another Virtual Asset.

2. HOW YOU ACCEPT THIS TERMS AND ENTER INTO AGREEMENT

2.1. This Terms is considered to have been accepted by you under the following conditions:

  • you got familiarized with the conditions of this Terms and all its essential parts (with any amendments and/or alterations thereto);
  • you put the required symbol in the special box below the title “I accept the conditions of the User Agreement” in the registration form;

Attention: if you do not agree with the conditions of this Agreement, please do not use the Services.

3. SERVICES

3.1. We may provide you with access to the following Services and Partner Services:

  • Virtual Asset Wallet Service;
  • Virtual Asset Transfer Service;
  • Virtual Asset Exchange Service;
  • Fiat Funds Transfer Service;
  • VIBAN Account.

3.2. We provide Virtual Asset Services only for a limited list of supported Virtual Assets as per our arrangements with the relevant Customer or Partner. Subject to any legal, regulatory, technical, or reputational considerations, we may change the list of supported Virtual Assets, and you agree that we are not required to obtain separate consent from you to change the list of supported Virtual Assets. The Customer through whom you access the Services, and the Partner Services may provide or enable support for additional Virtual Assets if the Customer is authorized to do so under applicable law; however, we are not bound by our Customers’ product offering and do not assume any liability to that effect.

3.3. By using the Partner Services, you acknowledge that Partner Services are provided or made available by Partners, and their Partner Terms may apply to such services.

3.4. We may, where we consider it to be reasonable or desirable, appoint or instruct other third parties to perform administrative or ancillary services for the purposes of the provision of the Virtual Asset Services. We shall not be liable for the default or the acts or omissions of any such third party but will exercise due skill and care in selecting any such third party.

4. ELIGIBILITY AND LIMITATIONS

4.1. We provide Services to End Users who meet the conditions of eligibility. 

4.2. We don’t provide Services to natural persons who do not meet the requirements of eligible customers as laid down in this Terms and/or to whom the provision or making available of Services is inconsistent with these Terms. We reserve the right not to provide Services to customers other than those provided in the Terms and/or where the provision of Services to you is not consistent with our risk appetite.

4.2. By using our Services, you represent and warrant that:

  • you are at least 18 years old or of legal age to form a binding contract under applicable Law;
  • you are an individual, legal person or other organization with full legal capacity and authority to enter into this Agreement;
  • you have not previously been suspended or removed from using our Services;
  • in case you are entering into this Agreement on behalf of a legal entity of which you are an Authorized Representative, you represent and warrant that you have all necessary rights and authority to bind such a legal entity with obligations hereunder.

4.3. Your use of Services is subject to international control requirements and requirements of economic sanctions. While executing Transactions, you agree to be compliant with such requirements. You are not allowed to perform or participate in Transactions or use any of the Services if:

  • you are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or jurisdiction that prohibits the use of Virtual Assets, or other jurisdiction, which has strategic deficiencies in its Anti-Money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List (each a “Sanctioned Country“), or if you are a person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, or the EU or HM Treasury’s financial sanctions regime (a “Sanctioned Person“);
  • you are in, under the control of, or a resident, or a national of unrecognized country, or territory, or a jurisdiction requiring obligatory national license for Virtual Assets exchange business, or special registration, which LabelRails might not have;
  • you are the Person who fails to meet any Customer Acceptance Policy, requests, or requirements of LabelRails, or otherwise appear to be of high risk, including but not limited to any of the foregoing factors.

4.4. Depending on the End-User’s place of residence, there might be other factors which might limit the User in using Services fully or in part. It is your responsibility to follow those rules and Laws in your place of residence and/or place from which you access the Website and/or the Services and/or use any of the Services.

4.5. In addition, LabelRails reserves its right to restrict or prohibit the use of the Services for certain jurisdictions if applicable law or our internal AML/CTF Policy procedures will require for such prohibition or restriction, as well as to apply enhanced due diligence measures in relationship to End-Users currently using our Services who are in, under the control of, or are residents, or nationals of one of the sanction risk jurisdictions.

5. ONBOARDING AND REGULATORY COMPLIANCE

5.1. To access the Services, we are required to enter into a business relationship with you and identify you in accordance with applicable legislation and our internal policies and procedures. 

5.2. As part of our identification and verification procedures, we may require you to provide us with relevant information and documentation at our sole discretion. You agree that if you do not provide us with the required information and/or documentation, we can refuse to provide Services to you. We may engage Third-Party Service Providers for identification and verification procedures.

5.3. You confirm and warrant that all information you provide, including during the identification and verification procedure, is accurate and complete. The personal details you present to us during the identification and verification procedure must be yours (including the phone number and email address). You must never present a third party’s identity or personal details as yours. You confirm and warrant that the documents you provide us are authentic and contain accurate information. You acknowledge that providing false information or non-authentic documentation may result in your civil and/or criminal liability.

5.4. You are entitled to use the Services on the condition that you have agreed to these Terms, you have successfully passed our identification and verification procedures, and we have decided to enter into an Agreement with you.

5.5. We are legally not required to enter into an Agreement with you. We may decide not to provide Services to you at our sole discretion without being required to give reasoning.

5.6. We presume you intend to enter into a termless business relationship with us. You are required to notify us before applying to enter into a business relationship with us if you want to use the Services for a limited time or one or some specific Transaction(s).

5.7. As a licensed virtual asset service provider, we are involved in the fight against money laundering and terrorist financing, as well as the application of international sanctions. In doing so, we are guided by the applicable legislation, guidance, international standards, and requirements of regulatory bodies, courts, and other competent authorities. To prevent money laundering and terrorist financing and to comply with international sanctions, we are entitled, without limitation, to:

  • process your personal data in accordance with these Terms, our Privacy Policy;
  • relevant legislation;
  • monitor your Transactions and other activity;
  • request information and documents from you, as appropriate, concerning your use of the Services, including to regularly check and update data;
  • establish a temporary or permanent restriction on the use of the Services or suspend all or some Transactions or operations;
  • in the cases provided for in our internal policies and procedures and/or the applicable legislation, freeze the funds held on an account maintained by us;
  • terminate the Agreement;
  • take other measures as permitted or required by applicable law.

5.8. During the entire business relationship, you are required to cooperate with us and provide us with the information or documentation we may need from you to comply with our regulatory obligations. This information and documentation may include, but is not limited to, details regarding the purpose of Transactions or the counterparties involved when using your Virtual Asset Wallet or VIBAN Account. Additionally, you may be required to provide documentation verifying the source of funds used in a Transaction or your overall source of wealth. You acknowledge that failing to comply with these requirements may lead to the suspension of Services and/or termination of the Agreement.

5.9. In the event of the suspension of Services, all Transaction capabilities, including sending and receiving funds, will be temporarily disabled. Any incoming funds will be promptly returned to ensure compliance with regulatory requirements. Processing fee may be applied for the return of these funds. 

6. TRANSACTIONS

6.1. Prior to transferring Virtual Assets to your account, you must confirm that the Virtual Assets in question are supported by us. You must not use your account to store unsupported Virtual Assets, as this may result in the loss of your assets. We accept no responsibility for any attempted use or storage of unsupported Virtual Assets.

6.2. If you use a VIBAN Account for Fiat Funds Transactions, we only accept the following Transactions:

  • Fiat Funds deposits to your Virtual IBAN from a payment account in your own name;
  • Fiat Funds withdrawals from your Virtual IBAN to a payment account in your own name.

6.3. We will reject and not process deposits or withdrawals not meeting the requirements in clause 6.2.

6.4. We may also be forced to cancel or return already executed Transactions at our sole discretion or at the request of Partner, or at the request of financial institutions, which are involved in settlements related to Transaction.

6.5. The applicable Transaction Limits are set out in our internal policies and procedures, which we are not obliged to disclose. We may amend these Transaction Limits at our sole discretion at any time. In addition to these Transaction Limits, we reserve the right to reject and not process a Transaction or Transactions if we have grounds to believe that processing the Transaction(s) may result in non-compliance with applicable regulatory requirements. We are not required to provide reasoning if we decide not to process your Transaction.

6.6. You shall not use the Services or Partner Services to conduct, support, or otherwise facilitate criminal, illegal, or other activity that would breach statutory law or third-party rights. 

6.7. You must not transact with sanctioned persons or otherwise contrary to sanctions imposed by the European Union, United Nations, US Treasury Department’s Office of Foreign Control Assets (OFAC), and HM Treasury Office of Financial Sanctions Implementation (OFSI). 

6.8. You acknowledge and agree that failure to comply with the above may result in the immediate suspension of the Services, Partner Services, or termination of the Agreement, and/or, where mandated by applicable law or regulatory guidelines, freezing of your funds. 

6.9. We do not assume any risk from any changes in fiat currency and/or Virtual Assets exchange rates. 

6.10. In the case of a canceled or returned Fiat Funds Transaction and/or Virtual Assets Transaction, the amount of such Transaction shall correspond to the euro value of the Transaction at the exchange rate at the time of executing the Transaction that was later canceled or returned. 

6.11. All Transactions undergo a review process to ensure compliance with our Anti-Money Laundering (AML) regulations. Should a transaction be flagged for further verification, it may remain in a processing state for an extended period while undergoing detailed assessment. The duration of the review may vary based on the complexity of the Transaction and the information required to complete the evaluation. If a Transaction is suspended for additional review, any changes of fees during this time may impact its completion. In cases where fees increase significantly beyond the original terms agreed upon, the Transaction may be unsuccessful.

6.12. Depositing an amount below the minimum threshold for Virtual Asset Transactions or Fiat Funds Transactions will result in the loss of funds, as such deposits cannot be processed or refunded. To avoid this, please ensure you verify the minimum Transaction requirements displayed near your account details within the app before initiating any Transaction.

6.13. If your account is suspended, you won’t be able to send or receive funds. Any funds sent to a suspended account will be returned to the sender, and we may charge a fee for this service.

7. FEES 

7.1. The Customer through whom you access the Services and Partner Services, may charge you fees for making the Services and Partner Services available through the Customer Platform in accordance with the Customer Terms.

7.2. If you believe that the Customer’s fees debited differ from the fee conditions in the Customer Terms, you need to file a direct claim/complaint with the Customer and you agree that we shall not be held liable for any such claims relating to the collection of Customer fees.

7.3. Except as otherwise specified in these Terms, we do not charge you any fees.

7.4. We may charge you the following fees:

  • Virtual Asset Transaction fee. The amount of the fee will depend on the network fees paid by us for processing of such Transactions.
  • Fee for the return or cancellation of the Transaction. We may charge you a fee if we return or cancel a Virtual Asset Transaction into your Wallet. The amount of the fee will depend on the network fees paid by us for processing the Transaction.
  • Fiat Transaction fee. The amount of the fee will depend on the payment type and fees paid by us for processing of such Transactions.

7.5. Transaction fees are transparently displayed prior to the confirmation of any transaction, ensuring that you are fully informed of all associated costs before proceeding.

8. TERMINATION

8.1. You may unilaterally terminate this Agreement at any time by making a written request to support@labelrails.com. In accordance with the legislation and legal compliance requirements, LabelRails shall store your data provided to us under user identity verification procedure for 8 (eight) years after the date of termination of the Agreement. Upon receiving the relevant notification, we will close your account within a reasonable time.

8.2. We may unilaterally terminate the Agreement with immediate effect and without liability to you in the following cases:

  • you materially breach any provision of this Agreement;
  • the Customer has terminated the agreement between you and the Customer;
  • Partner has instructed us to terminate the Agreement;
  • in other cases provided in this Agreement or applicable law.

8.3. At any time and for any reason at our sole discretion, we may terminate the Agreement, without notice and without any liability to you. In such an event, we may give you an advance notice of account closure. We will have no liability or obligation for taking such action.

8.4. After the Agreement is terminated, we may further process your personal data and other data related to your use of the Services if such further processing is allowed or required under applicable law.

8.5. In certain cases provided for in the law, upon the termination of the Agreement, we will transfer your funds only to a bank account registered or having its place of business in a contracting state of the European Economic Area.

9. RISK WARNING AND ACCEPTANCE OF SUCH RISKS BY THE USER

9.1. The trading of goods and assets, real or virtual, as well as Virtual Assets involves significant risk. Prices can and do fluctuate on any given day. Such price fluctuations may increase or decrease the value of your assets at any given moment. Any currency — virtual or not — may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market.

9.2. Virtual Assets trading has special risks that are not common with Fiat Funds, commodities, stock or any other form of asset trading. Unlike most Fiat Funds, which are backed by governments or other legal entities, or by commodities such as gold or silver, Virtual Assets are a unique type of currency, backed by technology and trust. There is no central bank that can issue more currency or take corrective measures to protect the value of Virtual Assets in case of a crisis.

9.3. Virtual Assets trading is often susceptible to irrational (or rational) bubbles or loss of trust in its value, which could drop demand relative to supply. For example, Virtual Assets can become subject to low trust in its value from its investors and/or traders as a result of its unexpected changes imposed by such Virtual Assets developers or others, a government crackdown, the creation of superior competing alternative Virtual Assets, or a deflationary or inflationary spiral. Trust in Virtual Assets value might also diminish as a result of technical issues: if the anonymity of the system is compromised, or if Virtual Assets is lost or stolen, or in case hackers or governments are able to prevent any such Virtual Assets Transactions from settling.

9.4. There may also be additional risks that we have not foreseen or identified in this Agreement.

9.5. In light of the above, you should understand that all the operations with Virtual Assets have irreversible character and that funds acquired during the Transactions can be returned only on the basis of an additional specific agreement. 

9.6. You acknowledge that you have been informed and that you understand and agree that LabelRails or any of their respective Third Party Service Providers shall, directly or indirectly, be responsible for, have any liability or obligation in respect of, or otherwise guarantee, the performance or settlement of any Transaction entered into by using our Services shall have no  liability to the End-User or any other person for any Transaction executed.

9.7. Virtual assets inherently carry a higher level of investment risk, including the potential for fraud. Due to the nature of virtual assets and the lack of regulation in some jurisdictions, investors may be exposed to fraudulent schemes, scams, and unauthorized services. We strongly advise all investors to conduct thorough research and exercise caution when making any investment decisions.

10. INTELLECTUAL PROPERTY AND LIMITED RIGHT OF USE

10.1. You acknowledge and agree that LabelRails is the sole owner (except to the extent owned by third-party licensors, including any Third Party Service Providers), of all rights, titles and interests to the IP Rights. You shall not obtain any rights in or to the IP Rights, except for those limited rights licensed to you by LabelRails.

10.2. You shall take all steps necessary to maintain the confidentiality of all documents and material provided by LabelRails or any of its Third Party Service Providers with respect to us. 

10.3. You shall not:

  • alter, maintain, enhance or otherwise modify Website or Software;
  • disassemble, decompile, reverse-engineer, copy, bug fix, correct, update, transfer, broadcast or create derivative works based on Website or Software; nor
  • otherwise take express action to discover any equivalent of Website or Software.

10.4. You acknowledge and agree that LabelRails shall use information regarding your identity and use of the Website and the Services in accordance with its Privacy Policy, as may be amended from time to time by LabelRails in accordance with the terms thereof. 

10.5. We do not guarantee that this Website or Services will be available 100% of the time. We will strive to provide you with Service as soon as possible, but there are no guarantees that access to Website and Services will not be interrupted, or that there will be no delays, failures, errors, omissions or a loss of transmitted information.

10.5. We will use reasonable endeavours to ensure that Website and Services can be accessed. However, we may suspend the use of Website and Services for maintenance and will make reasonable efforts to give you notice of this. 

10.6. You acknowledge that this may not be possible in an emergency, and accept the risks associated with the fact that you may not always be able to use Website and Services or carry out urgent Transactions. In addition, time periods before and after Website and Services maintenance might be subject to high volatility of prices for Virtual Assets that can lead to unexpected market moves. 

10.7. By accepting these Terms, you acknowledge such risks and will not hold LabelRails liable for your financial losses as an outcome of such increased volatility due to temporary technical Website and Services maintenance works.

10.8. We will only be liable to you for direct damage caused by our direct breach of these Terms. We assume no liability for any loss of profits (including any anticipated trading profits), loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss costs, damages, charges or expenses however arising under the Agreement.

11. AMENDMENTS OF THE AGREEMENT

11.1. LabelRails has the right to amend the Terms. 

11.2. The changes take immediate after the new version of corresponding documents is published on the Website.

11.3. We will provide you with a supporting notification of such changes or updates to our public documents or policies on the Website at the earliest opportunity with reasonable notice via email and/or a pop-up notification on this Website. Given such notification you will have the right to either accept in and use our Services, or, upon your refusal to accept it, you are able to withdraw from the Agreement.

11.4. If you do not accept new versions of the Terms you should stop using our Services.

11.5. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website Services must be filed within 1 (one) year after such claim or cause of action arose or be forever barred.

12. MISCELLANEOUS

12.1. Subject to the conditions and limitations arising from these Terms, we will provide you with Virtual Asset Services, make available Partner Services, and comply with our obligations under the Terms and applicable law to the level of skill and care as would reasonably be expected of a professional provider of such services.

12.2. We do not provide asset management, investment, or any other advice or recommendations on any Transactions or the overall composition of your Virtual Assets. We are not required to ensure that any Transaction is suitable for you.

12.3. These Terms are governed by the law of the Republic of Poland, except for the conflict of laws rule. You confirm that you are initiating contact with us of your own accord and are not responding to any active solicitation from us. You acknowledge that you initiated the relationship with us voluntarily and independently, without solicitation from our side.

12.4. For matters that are not reflected in these Terms, the Parties are guided by applicable law.