Terms of Service

Who these terms are between

These terms govern your use of the Syde Rail platform, merchant portal, and browser extension (together, the "Service"). "We" and "us" mean Syde Rail. "You" means the business using the Service and anyone you allow to use it on your behalf. If you were given access by the organization that provides your payment processing (your "Provider"), a separate agreement between us and that Provider also applies, and where the two conflict, that agreement governs the commercial terms.

What the Service does — and does not do

The Service helps you create and send invoices, take card, terminal, ACH, and pay-by-link payments, and record the result in software you already use. Syde Rail is software. We are not a bank, a payment processor, or a money transmitter, and we do not hold, transmit, or settle your funds. Every payment is processed by the payment processor you or your Provider selects, under your own merchant account, and the money moves between that processor and your bank. Your agreement with that processor governs settlement, chargebacks, reserves, and fees.

Your account

Accounts are created by your Provider, not by self-registration. You are responsible for keeping access to your account secure, for the actions of everyone you allow to use it, and for the accuracy of the business details you give us. Tell us promptly if you believe an account or a paired device has been compromised so it can be disabled.

The browser extension

The extension may read fields on a page you are working in to pre-fill an amount or customer, and write a result back after a charge — but only when you start that action. You are responsible for having the right to use it with whatever software you install it alongside, including where that software's own terms restrict automation. Each browser you pair holds a device token; unpair it from the extension's settings when a device is no longer yours.

Acceptable use

Do not use the Service to take payments for anything unlawful, for a business other than the one the account was opened for, or in a way that breaches the rules of the card networks, NACHA, or your processor. Do not attempt to access another organization's data, probe or interfere with the Service, or resell access without our written agreement. We may suspend access where we reasonably believe this section has been breached, or where a processor or network requires it.

Fees

Fees for the Service are set and billed by your Provider under your agreement with them, unless we have agreed otherwise with you directly. Payment-processing costs are separate and are charged by your processor.

Your Provider and its agents are independent

Providers, ISOs, and the agents who work with them are independent businesses. They are not our employees, partners, or agents, and we do not control what they tell you, the rates or fees they quote, the processor they recommend, or the promises they make. Nothing said or written by a Provider or agent binds us or varies these terms. If a dispute arises out of what you were told or sold, it is between you and them.

Account changes made on instruction

We act on instructions given by whoever holds authority over an account — typically your Provider or an agent acting for it. That includes changing or switching the payment processor or gateway an account uses, moving an account to a different Provider, changing settings and pricing, and activating or deactivating access. We do not independently verify that an instruction is one you agreed to, and we are not liable for the commercial consequences of a change we were instructed to make, including any interruption, re-boarding, rate change, or lost processing while it happens. If you and your Provider disagree about who may direct changes on an account, that is a dispute between you: we are not the arbiter of who controls or owns a merchant relationship, and we may pause changes until you tell us it is resolved.

Residuals, commissions, and portfolio disputes

Where the Service calculates residuals, splits, or commissions, it does so from the rates and arrangements your Provider configures. We do not set those figures, verify that they match any agreement between you and anyone else, or guarantee their accuracy. Disagreements over residuals or over which organization is entitled to a merchant relationship are between the parties to those arrangements, not with us.

Information read from and written to other systems

The extension may read a figure or a customer detail from a page you are working in, and write a result back afterwards. Those systems are not ours, they change without notice, and a reading or a writeback can be wrong, incomplete, or fail silently. You are responsible for checking an amount before you charge it and for confirming that a record in your other software is correct. We are not liable for a charge taken for the wrong amount or against the wrong customer, or for a record that did not update.

Your pricing practices

If you use surcharging, dual pricing, cash discounting, convenience fees, or similar, you are responsible for whether that practice is lawful where you operate and permitted by the card network rules and your processor agreement. Those rules differ by state and by network and they change. The Service can be configured to support these practices; configuring it is not advice that doing so is permitted for you.

Tax, accounting, and invoice content

Tax rates applied to invoices are the ones you configure, and you are responsible for whether they are correct. Where the Service exchanges data with accounting software, that is a convenience and not a substitute for reconciliation by you or your accountant. You are responsible for what you invoice, for the accuracy of the amounts, and for collecting them. We do not provide tax, accounting, or legal advice.

Communications to your customers

When the Service sends an invoice, reminder, receipt, or payment link to your customer, it does so on your instruction and as your message. You are responsible for having the consent and lawful basis to contact that person, including under laws governing email and text messaging, and for the accuracy of the contact details you give us.

Stored cards and recurring charges

Where you store a card on file or set up a recurring charge, you are responsible for obtaining and retaining the customer's authorization in the form your processor and the card networks and NACHA require, and for honoring cancellations. The Service records what you tell it; it does not obtain that authorization for you.

Third parties

The Service depends on parties we do not control — your processor, your bank, your host software, the browser vendor, and our infrastructure providers. We are not liable for their acts, omissions, outages, rule changes, or decisions, including a processor declining, holding, or reversing a transaction, or terminating your merchant account.

Indemnity

You will defend and indemnify us against claims, losses, and costs arising out of your use of the Service, the payments you take, what you invoice, your communications with your customers, your pricing practices, and your breach of these terms or of any law or network rule that applies to you. We will tell you promptly about any such claim and let you control its defence, and you will not settle in a way that admits fault on our part without our agreement.

Events outside our control

Neither party is liable for a failure to perform caused by something beyond its reasonable control, including outages at a processor or infrastructure provider, network or internet failures, changes in law or network rules, or acts of government.

Your data

Your business and customer data remain yours. You grant us the permission we need to host and process it in order to run the Service. How we handle personal information is described in our Privacy Policy. You are responsible for having a lawful basis to give us any personal information about your customers, and for the accuracy of what you send. On request we will provide an export of your data, and after your account closes we retain records only as long as legal, tax, and dispute-resolution obligations require.

Card data and compliance

The Service is built so that full card numbers never reach our systems or the page you are working in — card details are entered into a form hosted by the processor and tokenized there. You remain responsible for your own compliance obligations to your processor and the card networks, including any PCI DSS self-assessment your processor requires of you.

Availability

We aim to keep the Service available and to give notice of planned maintenance where practical, but we do not promise uninterrupted service. Parts of the Service depend on third parties — your processor, your host software, network providers — and we are not responsible for their outages. Keep a way of taking payment that does not depend on us.

Warranties

The Service is provided "as is". To the fullest extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free, or that any figure it reads from or writes to another system will be correct — you are responsible for checking amounts before you take a payment.

Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, or consequential losses, or for lost profits or revenue. Our total liability arising out of the Service is limited to the fees paid for the Service in the twelve months before the claim. Nothing here limits liability that cannot lawfully be limited. Because we do not hold or move your funds, we are not liable for chargebacks, reversals, reserves, or settlement decisions made by your processor or bank.

Suspension and termination

You may stop using the Service at any time; ask your Provider to close the account. We or your Provider may suspend or close an account for breach of these terms, non-payment, or where a processor, network, or law requires it. On closure your access ends, and we handle retained data as described above and in the Privacy Policy.

Changes to these terms

We may update these terms. Where a change materially affects your rights we will give reasonable notice — through the Service or to your account contact — before it takes effect. Continuing to use the Service after that date means you accept the updated terms.

Governing law

These terms are governed by the laws of the State of Iowa, without regard to its conflict-of-laws rules, and the state and federal courts located in Iowa have exclusive jurisdiction over any dispute, except that either party may seek injunctive relief wherever appropriate.

Contact

Questions about these terms? Contact us at hello@syderail.com.