Supplemental Terms of Service for International Invoice Receivables

Supplemental Terms of Service for International Invoice Receivables Users

Last Updated: December 2025 | Version 1.0

Table of Contents

1. The IIR Service
2. Privacy
3. Your Representations, Warranties and Responsibilities
4. Compliance Requirements
5. Fees and Payment Terms
6. Customer Support and Reserved Rights
7. Other Provisions
8. Cross-References
9. Contact

Introduction

This Supplemental Terms of Service (“Supplement“) governs Your use of the International Invoice Receivables Software Service (“IIR Service“) as described below.

This Supplement applies to You if You are:

• Creating an account with Instarails Inc. for the purpose of tracking and managing invoice payments from Your Customers located in the United States (“International Invoice Receivables Account“);

This Supplement modifies the Instarails General Terms of Service (“Terms“) with respect to the IIR Service only and together with any applicable country or service schedules incorporated and referenced herein constitutes the Agreement between You and Instarails Inc (“Instarails“) and governs Your use of Instarails’s IIR Service.

In the event of any conflict between this Supplement and the general Terms, this Supplement will govern.

Important Acknowledgments

You understand and agree that:

• The IIR Service is a software service intended for the management of invoice payments or payments by business entities and shall not be used for purposes that are wholly or mainly outside of Your trade, business or profession; and
• Unless and until You complete Our onboarding process, including providing all required information related to You/Your Organization, You will not be able to open an International Invoice Receivables Account or use the IIR Services.

We may suspend or deactivate Your use of the IIR Services at Our sole discretion.

Capitalized terms not defined in this Supplement have the meaning given to them in Instarails’s Terms.

For the purposes of this Supplement, Schedules 1 (Instarails Payment Service), 2 (Accounts Receivable Service) and 3 (Console Service) of the Terms do not apply and do not constitute as part of the Agreement with Instarails customers bound by this Supplement.

1. The IIR Service

1.1 International Invoice Receivables Software Service

With the IIR Service, You have the ability to:

• Track payments that you receive into Your designated Payment Account from Your Customers in the U.S.
• Access the Instarails network
• Manage the choice of currency for payments from Your Customers in accordance with currency available in Your country as determined by Instarails
• Create and manage invoices

1.2 Invoice Creation and Management

You may create invoices through the IIR Service, send and track Your invoices, and send reminders related to Your invoices. By using these features You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law.

Instarails is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.

1.3 Software Service

You acknowledge and agree that the IIR Service is a software service and not a payment service. Any payment service is provided by Instarails to Your Customer in the United States.

The IIR Services provides You with a means for communicating the preferred currency of the payment. If a currency conversion is required, You agree to pay the costs of Your currency election as more specifically described below.

We will hold the funds in transit from Your Customer on Your Customer’s behalf and as agent for Your Customer until such funds are disbursed to Your Payment Account (i.e. the Payment Account you have designated for the receipt of such funds in accordance with Section 3 below).

You agree that you have no legal claim to any funds that Instarails may hold or remit on behalf of Your Customer and Instarails has no liability to You for the correct execution of the payment from Your Customer. This does not impact any rights You have with respect to Your Customer, including any right to receive payment for Your invoice by Your Customer.

2. Privacy

2.1 Privacy and Data Processing

By enrolling in or using the Service, You acknowledge that You have read and understood our Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.

3. Your Representations, Warranties and Responsibilities

3.1 Representations and Warranties

When You use the IIR Service, You must associate a Payment Account with Your Instarails account. When You enter Payment Account information for purposes of the IIR Service, You represent and warrant on an ongoing basis that:

• You have authority to provide and disclose the Payment Account information to Instarails and have provided accurate Payment Account information to Instarails
• You have authority to and do authorize Us to credit your Payment Account, as applicable, in accordance with payments instructions from your Customers
• You are located, or if You are an entity then You are organized in, an eligible country and have provided Us with accurate and up to date information about You
• Your use of the IIR Service complies with this Agreement and applicable law, regulations and rules and with the contract for goods or services between You and Your Customer

3.2 User Responsibilities

You are solely responsible for ensuring the accuracy of the Payment Account information that You provide to Instarails or to Your Customer using the IIR Services.

Instarails or Your Customer will not have any liability to You for losses or damages resulting from Your provision of inaccurate Payment Account information, including (for the avoidance of doubt) where Instarails executes a payment on the instruction of a Customer using incorrect Payment Account information provided by You.

You are responsible for returning to Instarails any funds credited to Your Payment Account as a result of a mistake and agree to do so within 5 business days of Us notifying You of the mistake.

3.3 Consents and Authorizations

By using the IIR Service, You represent and warrant on an ongoing basis that:

• If You share Your Customer’s information with Instarails, You have obtained all required authorizations or consents from Your Customer to share that Customer’s information and any information that You provide to Instarails in relation to a Customer is complete and accurate and, where relevant, appropriately identifies the Customer
• All of the invoices that You create or upload using the IIR Service are issued pursuant to and in a form that is compliant with the contract or arrangement that You have with Your Customer for the provision of Your goods or services
• You are solely responsible for verifying the accuracy of any Customer information You provide in connection with Your International Invoice Receivables Account or use of the IIR Service

Instarails will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your Customer’s actions or inactions.

4. Compliance Requirements

4.1 No United Kingdom Sanctions

You represent and warrant that:

• You are not a person or entity listed or designated in any economic sanctions laws, regulations, orders, embargos or restrictive measures administered, enacted or enforced by HM Treasury’s Office for Financial Sanctions Implementation (“OFSI“), any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in The Sanctions and Anti-Money Laundering Act 2018 (The Sanctions Act)
• You are not an affiliate of any such person listed in any of the above or any person acting on behalf of a person referred to in the foregoing

4.2 Information Required

To comply with its internal policies and applicable laws, Instarails is required during Our onboarding process to collect information about You or any User, including but not limited to, as applicable, Your Organization’s address, email, business registration number and bank account.

You confirm and verify the accuracy of all information that You provide.

5. Fees and Payment Terms

5.1 Currency Conversion Rate

You understand and agree that where Your invoice is denominated in Your Customer’s local currency (i.e. USD) and You choose to receive a payment in a different currency (e.g. Your local currency), this will require the conversion of currency prior to Your receipt of the payment.

The exchange rate used to convert the funds into Your chosen currency will be determined at the time Your Customer makes a payment. Exchange rates may vary from time to time due to market fluctuations and the exchange rate in place at the time Your Customer makes a payment may be different from the indicative rate displayed when You make Your currency election.

You agree to the rate We apply for the currency conversion even if it differs from the indicative rate shown to You. You agree that Instarails is not responsible and will not be liable to You for any loss suffered by You due to any such rate fluctuations.

We and our third-party service providers include a margin on foreign exchange, which is an indirect cost to You. The margin is the difference between the wholesale exchange rate that we obtain for the foreign currency and the actual exchange rate used to convert the payment to the foreign currency You elect.

5.2 Fees for IIR Service

By using the IIR Service You agree to pay the wire transaction fee, as updated from time to time, in respect of any payment from Your Customer where You elect or agree with Your Customer to receive the payment other than in Your local currency.

The amount of the wire transaction fee will be disclosed at the time You so elect and will be deducted from the payment prior to Your receipt. You are responsible for service fees for all other features of the IIR or other Services You may elect and are eligible to use.

5.3 Inactive Accounts

If Your Instarails account becomes inactive because:

• You have not provided all required information during the onboarding process
• You do not receive a payment for 12 consecutive months
• You have not provided a valid bank account

We may close your account and deactivate all User access.

6. Customer Support and Reserved Rights

6.1 Customer Support

Our support teams may respond to an inquiry from You or reach out to You about a payment transaction or Your Instarails account, to request information We may require to provide Services, or to provide any support for the IIR Service.

You acknowledge and agree that any support We provide to You is not intended to and does not create any rights in Your favor with respect to funds We may be holding and transferring for Your Customer.

6.2 Rights We Reserve

Instarails reserves the right to refuse to process a payment from a Customer for any reason, including any reason related to the Customer’s financial condition and creditworthiness, in Instarails’s sole discretion.

Instarails may contact, in its sole discretion, for any reason, a Customer regarding any payments made, or to be made, by the Customer to You.

Instarails will not process any payment transaction requested from any Customer located outside the United States.

7. Other Provisions

7.1 Amendments

Instarails reserves the right to modify or change the terms of Our Agreement (including adding and deleting terms) with You as well as its policies relating to the IIR Service, at any time, in Our sole discretion.

Instarails will post material changes on Our Website, and will notify You 30 days prior to the effective date of any material change to Your Agreement, unless We are required by law or regulation to make a more immediate change and in that case we will notify You as soon as commercially reasonable.

7.2 Acceptance of Changes

You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of:

• Your electronic acceptance of the revised, changed or new Agreement, or
• Your use of the Service after the effective date of the revised, changed or new Agreement

If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account prior to the effective date of the change.

8. Cross-References

This Supplement should be read in conjunction with:

• General Terms of Service — Master legal agreement
• Privacy Policy — Data collection and handling practices
• Acceptable Use Policy — Prohibited activities and industries
• Unauthorized Business Activity Policy — OFAC sanctions
• Data Processing Addendum — Data compliance

9. Contact

If you have questions about this Supplemental Terms of Service, please contact us at support@instarails.io.

Instarails Inc.
131 Continental Drive, Suite 305
Newark, DE 19713