Terms & Conditions

Welcome to Bluerails. These Terms and Conditions (the "Agreement") are a binding contract between you and Bluerails GmbH, a company registered in Germany under commercial register number HRB 286638 B (Amtsgericht Charlottenburg), with its registered office at Neue Schönhauser Straße 2, 10178 Berlin, Germany ("Bluerails," "we," "us," or "the Company").

Bluerails builds infrastructure that helps businesses get discovered, selected, and paid wherever their customers use AI agents and assistants to research, decide, and buy — across chat assistants, AI search, and agentic booking or checkout flows. This Agreement governs your access to and use of the Bluerails website, dashboard, APIs, browser/site integrations, and all related services (collectively, the "Services"), including any paid subscription plan you select (see Section 4).

By creating an account, subscribing to a plan, or otherwise using the Services, you confirm that you have read, understood, and agree to this Agreement and our Privacy Policy (incorporated by reference). If you are agreeing on behalf of a business, you confirm you have authority to bind that business, and "you" refers to that business throughout.

If you do not agree to this Agreement, you must not use the Services.

1. Definitions

• Account — the Bluerails account you register to access the Services, tied to a specific business/website ("your Business").
• Agent or AI Agent — any third-party artificial intelligence system, large language model, chat assistant, autonomous shopping agent, or similar automated tool (including but not limited to tools operated by OpenAI, Google, Anthropic, or others) that a Consumer may use to discover, evaluate, or transact with your Business. Bluerails does not own, operate, or control any AI Agent.
• Bandra Railz Finance Inc. — Bandra Railz Finance Inc., a Money Services Business ("MSB") registered in Canada with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), authorized to provide foreign exchange dealing, money transfer, and virtual currency dealing services. Bandra Railz Finance Inc. is the regulated entity that holds, moves, and custodies funds in connection with the Global Pay-outs and On/Off-Ramp services described in Section 7. Bandra Railz Finance Inc. is a subsidiary of Bluerails GmbH.
• Agentic Transaction — a booking, purchase, or payment initiated or completed by or through an AI Agent acting on behalf of a Consumer, where Bluerails' Commerce or Settlement Services are used to facilitate that booking or payment.
• Business or Merchant — the company or individual that subscribes to a Bluerails plan to make itself discoverable, bookable, and/or payable by AI Agents and their users. In this Agreement, "you" generally refers to the Business unless stated otherwise.
• Consumer — an end customer of your Business (e.g., a traveler booking a hotel room) who interacts with your Business directly or via an AI Agent.
• Content — any listing information, structured data, FAQs, pricing, availability, images, or other material about your Business that is submitted to, generated by, or published through the Services for consumption by AI Agents, directories, or Consumers.
• Discovery Services — the Discovery and Discovery+ tiers of the Services, covering AI-visibility scoring, reporting, recommendations, readiness snippets, agent-traffic tracking, and directory listings.
• Commerce Services — the tier of the Services (marketed as "Commerce" / "Get booked by agents") that includes AI mention monitoring, citable content for agents, and agent-ready booking flows with live pricing and availability.
• Settlement Services — the tier of the Services (marketed as "Settlement" / "Get paid by agents") that enables Agentic Transactions to be processed and settled, including native agentic payment processing and payouts. Settlement Services are provided in conjunction with one or more regulated payment institutions (see Section 8).
• Payment Services — collectively, the Settlement Services and Bluerails' other payment-related offerings, including the Global Pay-outs and On/Off-Ramp services described on our website, involving movement of fiat currency, stablecoins, or other digital assets on your behalf.
• Regulated Partner — a bank, e-money institution, payment institution, or other financial services provider, licensed or supervised by a competent regulator (which may include the German Federal Financial Supervisory Authority, BaFin, or an equivalent authority in another jurisdiction), that Bluerails engages to hold funds, process payments, or perform settlement on behalf of Businesses.
• Subscription Plan or Plan — the specific tier of Services you subscribe to (currently Discovery, Discovery+, Commerce, or Settlement, or any successor or additional tier we introduce), each with its own features and fees as described on our pricing page.
• Visibility Score — Bluerails' proprietary scoring of a Business's discoverability and readiness to be found, cited, and transacted with by AI Agents, calculated across the dimensions described in the Services.
• Personal Data — any information relating to an identified or identifiable natural person, as defined under applicable data protection law (including the GDPR).
• Confidential Information — non-public business, technical, or financial information disclosed by one party to the other in connection with this Agreement, as further defined in Section 10.

Additional terms may be defined elsewhere in this Agreement where first used.

2. Eligibility

Businesses. To subscribe to the Services, you must be a business (sole trader, partnership, company, or other legal entity) validly formed and in good standing, with authority to enter into this Agreement. If you are an individual signing on behalf of a business, you confirm you have authority to bind that business.

Sanctions and restricted parties. You represent that neither you nor your Business is located in, incorporated in, or controlled from a country or region subject to comprehensive EU, UN, US, or other applicable sanctions, and that neither you nor any of your beneficial owners appears on any applicable sanctions or restricted-party list. If this changes at any time, you must stop using the Services immediately and notify us.

Age. Individuals using the Services on behalf of a Business must be at least 18 years old.

3. Account Registration

3.1 Registration. To use the Services, you must create an Account and provide accurate information about yourself and your Business, including business name, registration details, address, contact information, website, and billing details.

3.2 Verification. We may verify your identity and your Business's details (including through third-party providers), particularly before enabling Commerce or Settlement Services, which may involve processing Agentic Transactions and payments. This may include know-your-business (KYB) checks, beneficial ownership information, and sanctions screening. You agree to cooperate with any verification request; access to certain features may be limited until verification is complete.

3.3 Accuracy. You must keep your Account information accurate and up to date, including Content published about your Business, pricing, and availability shown to Consumers and AI Agents. Bluerails is not responsible for losses arising from inaccurate or outdated Content you have submitted or failed to update.

3.4 Account security. You are responsible for safeguarding your login credentials and for all activity under your Account. Notify us immediately if you suspect unauthorized access.

4. Subscription Plans, Fees, and Billing

4.1 Plans. Bluerails currently offers the following Subscription Plans, as described in more detail on our pricing page (features and pricing are subject to change with notice as set out below):

• Discovery — AI-visibility scoring, monthly reporting, and improvement recommendations.
• Discovery+ — everything in Discovery, plus a website readiness snippet, agent-traffic and booking-conversion tracking, and a directory listing.
• Commerce — everything in Discovery+, plus AI mention monitoring across major AI platforms, citable content for agents, and agent-ready booking flows.
• Settlement — everything in Commerce, plus native agentic payment processing and settlement of Agentic Transactions via a Regulated Partner.

We may introduce, modify, or retire Plans and features at our discretion, with reasonable notice for any change materially affecting an active subscriber.

4.2 Billing. Plans are billed monthly or annually, as selected at signup, in the currency displayed at checkout (currently EUR). Subscriptions automatically renew for successive periods equal to your billing cycle unless cancelled before the renewal date in your account settings.

4.3 Fee changes. We may change Plan fees with at least 30 days' notice (via email or in-product notice) before the change takes effect for existing subscribers. Continued use of the Services after the effective date constitutes acceptance of the new fees; if you do not agree, you may cancel before the change takes effect.

4.4 Upgrades, downgrades, and cancellation. You may upgrade, downgrade, or cancel your Plan at any time via your account settings. Upgrades take effect immediately (with prorated charges, where applicable); downgrades and cancellations take effect at the end of the current billing period unless stated otherwise. Except as required by law or as expressly stated, fees already paid are non-refundable, including for partial billing periods.

4.5 Taxes. Fees are exclusive of applicable taxes (e.g., VAT), which will be added where required by law. You are responsible for providing accurate billing and tax information (e.g., VAT ID).

4.6 Transaction-based fees (Commerce and Settlement tiers). In addition to the Subscription Plan fee, Agentic Transactions processed through the Commerce or Settlement Services may incur a per-transaction fee and/or a payment-processing fee, as disclosed to you before you enable those features. These fees may be deducted from settled amounts or invoiced separately.

4.7 Late or failed payment. If a payment fails or is overdue, we may suspend access to paid features (with notice) until payment is received, and may charge interest on overdue amounts at the maximum rate permitted by law.

5. Acceptable Use

You agree not to use the Services to:

• submit false, misleading, or fraudulent Content about your Business (including pricing, availability, or reviews);
• engage in or facilitate money laundering, terrorist financing, fraud, sanctions evasion, or any other illegal activity;
• attempt to manipulate your Visibility Score, AI mention monitoring, or agent rankings through fraudulent, deceptive, or manipulative means (including fake traffic, prompt injection targeting third-party AI Agents, or content designed to mislead AI Agents or Consumers rather than inform them);
• interfere with, reverse-engineer, or attempt to circumvent the security or operation of the Services;
• resell or provide the Services to third parties without our prior written consent, other than making your own Business discoverable and bookable as intended; or
• use the Services in a manner that violates the rights of any third party or any applicable law.

We may suspend or terminate access for any violation of this Section, as described in Section 12.

6. Discovery and Commerce Services — Specific Terms

6.1 No guarantee of AI Agent behavior. Bluerails' Discovery and Commerce Services are designed to improve the likelihood that your Business is found, cited, recommended, and transacted with by AI Agents. Bluerails does not control any third-party AI Agent (including general-purpose assistants such as ChatGPT, Gemini, or Claude, or any other AI system), and cannot guarantee any specific ranking, citation, mention, recommendation, booking, or transaction outcome. AI Agent behavior is determined by third parties outside Bluerails' control and may change at any time without notice to Bluerails.

6.2 Visibility Score. The Visibility Score, reports, and recommendations are provided as guidance based on Bluerails' proprietary methodology, which may be updated from time to time. They are estimates and improvement guidance, not a guarantee of actual discoverability, traffic, or bookings.

6.3 Content accuracy and your responsibility. You are solely responsible for the accuracy of Content submitted about your Business, including pricing, availability, and booking terms shown to AI Agents and Consumers. Bluerails is not responsible for losses arising from outdated or inaccurate Content, or from AI Agents misinterpreting or misrepresenting your Content (though we will work in good faith to make Content structured and accurate to reduce this risk).

6.4 Agent-ready booking flows. Where you enable agent-ready booking flows, you authorize Bluerails to expose your live pricing and availability to integrated AI Agents and directories for the purpose of enabling bookings. You remain responsible for honoring bookings made in accordance with the pricing and availability you have published, subject to your own booking and cancellation policies disclosed to Consumers.

7. Payment Services (Global Pay-outs, On/Off-Ramp, and Settlement)

7.1 Two regulated functions, two entities. Bluerails GmbH is your contracting counterparty for this Agreement and operates the Discovery and Commerce Services described above as a technology provider. Certain Payment Services described in this Section, however, are performed by regulated financial entities rather than by Bluerails GmbH itself, as follows:

(a) Global Pay-outs and On/Off-Ramp. These services — covering cross-border money movement, custody of funds, foreign exchange, and conversion between fiat currency and virtual currency/stablecoins — are provided by Bandra Railz Finance Inc., a Money Services Business registered in Canada with FINTRAC (see definition in Section 1). When you use Global Pay-outs or On/Off-Ramp, you are entering into the regulated financial relationship with Bandra Railz Finance Inc. for the custody, conversion, and movement of your funds, while Bluerails GmbH provides the platform, dashboard, and technology layer through which you access and manage that relationship. Bandra Railz Finance Inc. complies with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and other applicable Canadian AML/CFT law in performing these functions.

(b) Settlement Services (the "get paid by agents" tier, for settling Agentic Transactions) are settled via regulated partners globally, which Bluerails has contractual agreements with.

7.2 KYC/AML. Use of any Payment Service requires satisfactory completion of identity and business verification (KYC/KYB), and ongoing compliance with the anti-money laundering and counter-terrorist-financing laws applicable to the entity performing that service (Bandra Railz Finance Inc.'s Canadian AML program for Global Pay-outs/On-Off-Ramp; the relevant EU/German AML regime for Settlement). Additional information may be requested at any time (including source-of-funds information), and any transaction may be declined, delayed, or reversed if reasonably believed to be non-compliant, fraudulent, or otherwise prohibited.

7.3 Settlement of Agentic Transactions. Where Settlement Services are used, funds from Agentic Transactions will be collected, processed, and settled to your designated account on the schedule and in the currency described in your Plan, less applicable fees, via regulated entities we partner with. Bluerails GmbH will provide reporting to allow you to reconcile settled amounts against transactions.

7.4 No guarantee of fund delivery timing. While Bandra Railz Finance Inc. and any Settlement partner aim to process and settle payments promptly, delivery times may be affected by banking hours, compliance reviews, or factors outside their or Bluerails GmbH's control. Estimated timeframes are not guaranteed.

7.5 Reversals and disputes. If a Consumer disputes or reverses an Agentic Transaction or a Global Pay-outs/On-Off-Ramp transfer (e.g., a chargeback or recall), you authorize Bluerails GmbH and/or Bandra Railz Finance Inc., as applicable, to deduct the disputed amount, plus any associated fees, from future settlements or to invoice you directly if insufficient funds are available.

7.6 Your data shared with Bandra Railz Finance Inc. Where you use Global Pay-outs or On/Off-Ramp, relevant Personal Data and transaction information will be shared with Bandra Railz Finance Inc. as necessary for it to perform its regulated functions, and will be processed by Bandra Railz Finance Inc. in accordance with Canadian privacy law (PIPEDA) in addition to the GDPR-based terms in Section 8.

8. Data Protection and Privacy

8.1 Bluerails processes Personal Data in accordance with our Privacy Policy and applicable data protection law, including the EU General Data Protection Regulation (GDPR) and German data protection law, given Bluerails GmbH's location in Germany.

8.2 Where you submit Personal Data about Consumers (e.g., booking or payment details) to Bluerails for processing, you confirm you have a valid legal basis to do so and, where required, have informed Consumers accordingly.

8.3 Bluerails will implement appropriate technical and organizational measures to protect Personal Data and will only process it as necessary to provide the Services or as required by law. Where Bluerails processes Personal Data on your behalf as a processor, the parties agree to enter into a data processing agreement incorporating standard contractual clauses or equivalent safeguards for any international transfer, as required by applicable law.

8.4 In the event of a data breach affecting Personal Data processed under this Agreement, the affected party will notify the other without undue delay (and in any event within the timeframe required by applicable law) and cooperate on any required notifications to individuals or authorities.

9. Intellectual Property

9.1 Bluerails retains all rights in the Services, including our software, Visibility Score methodology, dashboards, and branding. We grant you a limited, non-exclusive, non-transferable license to access and use the Services in accordance with your Subscription Plan during the term of this Agreement.

9.2 You retain ownership of your Content and Business data. You grant Bluerails a license to use, reproduce, publish, and distribute your Content as necessary to provide the Services — including making it available to AI Agents, directories, and Consumers for discovery and booking purposes.

9.3 Bluerails may use your Business name and logo to identify you as a customer (e.g., in customer lists or case studies) unless you opt out; any other use of your brand requires your consent.

10. Confidentiality

Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and to use it only for purposes of this Agreement. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed. Confidential Information may be disclosed where required by law, provided the disclosing party is given notice where legally possible.

11. Disclaimers and Limitation of Liability

11.1 As-is Services. The Services are provided "as is" and "as available." To the fullest extent permitted by law, Bluerails disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee uninterrupted or error-free operation of the Services.

11.2 No liability for third-party AI Agents. Bluerails is not liable for the actions, outputs, rankings, recommendations, or errors of any third-party AI Agent, including inaccurate citations or representations of your Business by an AI Agent that Bluerails does not operate or control.

11.3 Limitation of liability. To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost business. Each party's total liability under this Agreement will be limited to the fees paid or payable by you in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot be limited under applicable law (e.g., liability for intent, gross negligence, or death or personal injury).

12. Term, Suspension, and Termination

12.1 This Agreement begins when you first accept it and continues until your Subscription Plan is cancelled or terminated as set out below.

12.2 Termination by you. You may cancel your subscription at any time via account settings, effective at the end of the current billing period.

12.3 Suspension or termination by Bluerails. We may suspend or terminate your Account, with notice where practicable, if: (a) you materially breach this Agreement and do not cure the breach within a reasonable period after notice; (b) required by law or a regulator; or (c) we reasonably believe continuing to provide the Services would expose Bluerails or a Regulated Partner to legal or compliance risk.

12.4 Effect of termination. Upon termination, your access to the Services ends, any outstanding fees remain due, and any funds owed to you from completed transactions will be settled in accordance with Section 7, less any applicable fees or amounts owed to Bluerails. Provisions that by their nature should survive termination (including Sections 4.7 [amounts owed], 9 [IP], 10 [Confidentiality], 11 [Liability], and 13 [Governing Law]) will survive.

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Germany, without regard to conflict-of-laws principles. The courts of Berlin, Germany shall have exclusive jurisdiction over any dispute arising from or relating to this Agreement, except where mandatory consumer-protection or other law requires a different venue.

14. General

14.1 Entire agreement. This Agreement, together with our Privacy Policy and any Plan-specific terms, constitutes the entire agreement between you and Bluerails regarding the Services.

14.2 Amendments. We may update this Agreement from time to time, with notice via email or in-product notification, and will update the "Last updated" date above. Continued use of the Services after the effective date constitutes acceptance of the revised terms.

14.3 Assignment. You may not assign this Agreement without our written consent. Bluerails may assign this Agreement in connection with a merger, acquisition, or sale of assets, with notice to you.

14.4 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be replaced with one that most closely reflects its original intent.

14.5 No waiver. Failure to enforce any provision of this Agreement does not waive our right to enforce it later.

14.6 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, war, internet or infrastructure outages, government action), except for payment obligations.

14.7 Notices. We may provide notices via email, in-product notification, or posting on our website. Notices to Bluerails should be sent to support@bluerails.com or by mail to our registered office listed above.

14.8 Language. This Agreement is drafted in English. Any translation is provided for convenience only; the English version governs in case of conflict, unless prohibited by local law.