Welcome to the RAND web and mobile application (the "Platform").
Below, we set out the agreement governing the terms under which you, as a User, may use the Platform and the Services offered on it.
This document (together with all documents referred to herein) sets out the conditions governing the use of the Platform (https://www.rand.app/terms-conditions) and the use of the Service provided through it (the "Terms and Conditions").
Please read these Terms and Conditions and our Privacy Policy and Cookies before using the Platform.
By using the service provided on this Platform, the User agrees to be bound by these Terms and Conditions and by our Privacy Policy and Cookies. Therefore, if the User does not agree with all provisions of these Terms and Conditions and the Privacy Policy and Cookies, the User must not use this Platform.
If the User has any questions regarding these conditions or the Privacy Policy and Cookies, the User may contact us through our contact channels.
In compliance with the information duty set out in Article 10 of Law 34/2002 of 11 July on Information Society Services and Electronic Commerce, the identifying details of the Platform owner are as follows:
RAND PROTOCOL, S.L., with tax ID C.I.F. B-42893925 and address at Calle Ernest Lluch, number 32, TCM2, Office 19B,, 08302 Mataro, Barcelona (Spain).
RAND PROTOCOL, S.L. is a company registered with the Bank of Spain under registration number D697 for the provision of Cryptoasset exchange services.
Use of the Platform grants User status, and the User accepts, from access, download and/or use of it, these Terms and Conditions.
In order to use the Services offered on the Platform, the User declares and warrants that:
Accordingly, certain Services or functionalities of the Platform may not be available, or may be restricted, in certain jurisdictions, regions, or for certain Users.
If a person under 18 accesses the Platform, their parents or legal guardians will be solely responsible for such access and use.
Likewise, the User declares that use of this Platform is personal and that they are not carrying out any type of professional service.
The Platform will allow the User to access the Services specified in these Terms and Conditions.
Before using the Services, the User must take into account that operations related to Cryptoassets involve a high level of risk.
The value of Cryptoassets may fluctuate significantly and the User may incur economic losses, including total loss of the amount invested.
By using the Platform, the User expressly acknowledges and accepts these risks and declares that they act under their own responsibility. RAND does not provide financial, legal, or investment advice.
Any decision related to use of the Platform and Services is adopted exclusively by the User, who assumes full responsibility arising therefrom.
The User acknowledges that Cryptoasset prices are highly volatile and that the User is solely responsible for complying with tax obligations arising from use of the Platform.
RAND reserves the right to determine the markets and jurisdictions where it provides services, and to restrict or refuse, at its discretion, service provision in certain countries or regions.
RAND offers, through the Platform, the Services specified in these Terms and Conditions.
The User is responsible for use of the Platform and Services, as well as for information provided during the registration process.
The User undertakes to provide truthful, updated and lawful information, and to keep it duly updated when necessary.
To allow access to Services, RAND may request certain information and documentation from the User to verify identity and compliance with applicable requirements.
The User undertakes to provide such information and to complete any required responsible declarations.
RAND reserves the right to request updates to information provided and to carry out any checks it deems appropriate.
If irregularities are detected in the registration process or in subsequent use of the Platform, RAND may adopt measures it deems necessary, including limiting, suspending or canceling access to Services.
As a result of registration, the User will receive access credentials for which the User is solely responsible.
The User undertakes to use such credentials diligently and confidentially and to immediately notify RAND of any unauthorized access or misuse of their account.
The registration process may, where applicable, be carried out through social networks or other third-party services used by the User.
In such cases, the User accepts that RAND obtains certain personal data from those third parties and processes it as set out in the Privacy Policy.
The Platform may offer additional security systems, such as two-factor authentication mechanisms, whose operation will be detailed in these Terms and Conditions.
The User undertakes to make proper use of content and Services offered through the Platform and, by way of example and without limitation, not to use them to:
RAND reserves the right to interrupt, suspend, or temporarily limit access to the Platform or Services when necessary for technical, operational, maintenance, security reasons, or any other justified cause.
RAND does not guarantee uninterrupted, continuous, or error-free operation of the Platform or Services. Use of the Platform is under the User's responsibility.
RAND shall not be liable for damages or losses arising, by way of example and without limitation, from the User's use of the Platform or content available on it, or decisions adopted by the User in relation to such use.
Likewise, RAND shall not be liable for interruptions, errors, delays, or failures in access to or operation of the Platform or Services when such are not attributable to a lack of diligence in RAND's management of technological, operational, or security risk.
RAND shall not assume liability for third-party content, services, or actions that the User may access through links on the Platform, nor for acts or omissions of third parties unrelated to RAND.
This is without prejudice to RAND's obligations regarding ICT risk management, including adoption of reasonable prevention, detection, response and recovery measures against technological incidents, in accordance with applicable regulations.
To the maximum extent permitted by applicable law, RAND, its affiliates, directors, officers, employees, or collaborators shall not be liable for indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, or information.
The User is solely responsible for compliance with tax obligations that may arise from use of the Platform and Services, in accordance with applicable tax regulations.
Where legally applicable, RAND may apply the corresponding tax withholdings under current regulations.
In this regard, users are informed that income obtained by individuals resident in Spain is considered investment income. The current withholding tax rate is 19%.
Such income must be included in the savings taxable base and is taxed according to a progressive scale with rates between 19% and 30%.
For Spanish Corporate Income Tax taxpayers, as well as Non-Resident Income Tax (IRNR) taxpayers with a permanent establishment in Spain, and without prejudice to applicable accounting and tax treatment, income is also subject to 19% withholding.
For IRNR taxpayers without a permanent establishment in Spain, income may be subject to withholding in Spain under applicable tax regulations.
As a general rule, such withholding is 19%, unless a Double Tax Treaty applies with a lower rate, or exemption is proven due to residence in another EU Member State, provided that income is not obtained through countries or territories classified as tax havens under Spanish law.
For application of such exemptions or reduced rates, the User must provide RAND with a certificate issued by tax authorities of their country of residence, valid for one year from its issue date.
Through this Service, the User has an operational account within the Platform from which they may make deposits and withdrawals of funds, as well as access the different services offered by RAND.
Deposits in euros shall be made through the payment methods available on the Platform and in accordance with the instructions provided at any given time.
The User accepts that deposit and withdrawal operations involving third-party payment service providers or external entities may be subject to processing times, operational limits or additional checks outside RAND's control.
RAND shall not be responsible for delays or incidents arising from the actions of such third parties.
However, RAND shall make reasonable efforts, within its scope of control, to facilitate proper processing of operations in the shortest possible time.
Earn Account allows the User to obtain returns on certain Cryptoassets deposited on the Platform. These returns are generated from RAND's use of those Cryptoassets during the agreed period, in accordance with the Service's operational strategies.
To access Earn Account Services, RAND will convert the funds provided by the User from their Check-in Account into the Cryptoassets admitted on the Platform, at the exchange rate in force at the time of the transaction.
The User must expressly confirm the conversion transaction before execution.
The resulting Cryptoassets will be reflected in the User's Earn Account balance and will be subject to the specific conditions of the Earn Account Service.
At any time, the User may add new amounts, which will be reflected and updated in the User's Earn Account balance available on the Platform.
The User grants RAND the right to use the Cryptoassets deposited under the Earn Account Service exclusively to optimize their use on decentralized platforms (DeFi) and related operations, in accordance with the purpose of the Service.
Returns shall be calculated according to the annualized percentage (APY) informed to the User at the time of activation of the Earn Account Service.
RAND may modify the applicable APY, both for new contributions and for balances previously deposited, where any objective cause justifies it, including, among others: (i) variations in reference interest rates or in the monetary policy of central banks; (ii) changes in market conditions of the underlying cryptoassets or in the returns obtainable by RAND from its yield-generation strategies; (iii) regulatory or legislative changes affecting the Service; (iv) reasons of economic sustainability or prudent management of the Earn Account Service.
Any modification of the APY shall be communicated to the User with a minimum notice of five (5) calendar days prior to its entry into force, through the channels enabled on the Platform (in-app notification, registered email or other durable means).
During said notice period, the User may withdraw all or part of the funds deposited in the Earn Account Service without penalty, fee or any cost, retaining the returns accrued up to the effective date of withdrawal in accordance with the previous APY. If the User does not withdraw their funds before the entry into force of the modification, the User shall be deemed to accept the new APY.
The modification of the APY shall apply exclusively to returns accrued from the date of its entry into force. Returns already accrued and credited to the User's account prior to said date are final and shall not be affected by the modification.
RAND will make updated information available to the User on the status of their Earn Account and generated returns through the means enabled on the Platform.
During the term of the Service and until, at the User's request or for any of the reasons established in these conditions, the relationship between RAND and the User ends, RAND will return to the User the funds deposited under the Earn Account Service, together, where applicable, with returns generated in accordance with the applicable conditions.
RAND reserves the right to modify the conditions of the Earn Account Service, including the APY, in accordance with the procedure and the safeguards set out in clause 6.1.2.4. The modifications shall apply both to new contributions and to balances previously deposited, without prejudice to the User's right to withdraw their funds without penalty during the applicable notice period. Returns already accrued and credited prior to the entry into force of the modification shall not be affected.
To access the Earn Account Service, the User must:
a) Be duly registered on the Platform and accept these Terms and Conditions.
b) Expressly accept the conversion of euros into the Cryptoassets admitted on the Platform.
The User undertakes to:
a) Accept and comply at all times with these Terms and Conditions and any specific conditions applicable to the Earn Account Service.
b) Provide RAND with truthful, updated and complete information when required in connection with the use of the Platform or the Earn Account Service.
c) Use the Platform and Services diligently, in good faith, in accordance with public order and the purpose of the Service.
d) Refrain from any fraudulent, abusive, or unlawful use contrary to applicable regulations or these Terms and Conditions.
RAND undertakes to:
a) Provide the User with clear, sufficient and updated information on the operation of the Earn Account Service under the terms set out on the Platform.
b) Make relevant information available to the User regarding the status of their Earn Account and generated returns through the channels enabled on the Platform.
c) Return the Cryptoassets deposited under the Earn Account Service, together with generated returns, under the terms and deadlines established in these Terms and Conditions.
d) Act in good faith in providing the Service.
RAND reserves the right to:
a) Reject requests to open an Earn Account where established eligibility criteria are not met.
b) Modify eligibility criteria for access to or use of the Earn Account Service.
c) Suspend, limit or terminate the User's access to the Earn Account Service in case of breach of these Terms and Conditions or for duly justified operational, technical, or security reasons.
d) Delegate or subcontract certain operational aspects of the Service to third parties, without reducing obligations assumed vis-a-vis the User.
a) The User may request at any time withdrawal of contributed amounts and generated returns through the procedures enabled on the Platform, without penalty. From that moment, the User will cease to benefit from the Earn Account Service conditions with respect to withdrawn amounts.
b) Withdrawn amounts shall be converted into euros at the exchange rate in force at the time of the transaction.
c) Resulting amounts shall be credited to the User's Check-in Account in accordance with applicable operational timeframes.
a) Returns under the Earn Account Service shall accrue according to the periodicity indicated on the Platform.
b) Accrued returns shall be settled weekly and credited in the same denomination as the transferred Cryptoassets.
RAND shall not be liable for delays or non-performance in providing the Service where caused by force majeure or events outside its reasonable control, including, among others, cyberattacks, interruptions of third-party services, infrastructure failures, regulatory restrictions, or widespread technical incidents.
In such cases, RAND shall adopt reasonable measures to restore normal Service operation as soon as possible.
The Prize Account Service allows the User, once these conditions have been accepted, to allocate euro funds previously deposited in their Checking Account to participation in a weekly event organized through the Platform.
For this purpose, the User expressly authorizes RAND to convert such euro funds into Cryptoassets admitted on the Platform, exclusively for the technical and operational purpose of executing the Service and enabling participation in the event and potential distribution of prizes.
During the event, the User may, randomly, be eligible to obtain prizes in Cryptoassets of the same denomination as those used in the event, which shall be distributed at the end of the event according to applicable rules.
Participation in the Prize Account Service does not constitute an investment, savings product or financial instrument, nor does it imply a reasonable expectation of economic benefit, as prizes are occasional and not guaranteed.
Funds contributed by the User will remain temporarily blocked and unavailable for withdrawal during the event participation period, in accordance with the rules established in these conditions.
The User grants RAND a limited right of use over the Cryptoassets resulting from the conversion of euro funds, exclusively for the proper execution of the Prize Account Service, in accordance with its purpose and conditions.
Such right of use does not imply transfer of economic ownership of the User's funds; however, it may include use on decentralized platforms (DeFi) or other related technical operations, in line with the Service purpose.
The User expressly consents to such use and declares understanding and acceptance of technological, operational, and market risks, including those specific to decentralized protocols, without implying any guarantee of results.
a) The number of benefiting Users shall vary depending on the total accumulated amount and event rules.
b) Prizes shall be randomly distributed among Users meeting participation conditions.
c) The prize distribution scheme shall be defined before each event starts and may consider factors such as amount contributed and participation time.
d) Prizes shall be individually assigned to specific Users according to event rules.
e) The User acknowledges and accepts that they may receive no prize.
At the end of the event, and at the User's request, RAND shall return all contributed funds, regardless of whether the User was awarded a prize.
The return shall be made by crediting the resulting euros to the User's Checking Account.
Such return does not constitute a guarantee of profitability, nor does it imply protection against possible value fluctuation of Cryptoassets during the participation period.
RAND shall notify the User of any modification regarding event rules or applicable conditions through channels enabled on the Platform. Modifications shall not affect events already started.
To participate in the Prize Account Service, the User must:
a) Deposit or have euro funds available in their Check-In Account.
b) Use the functionality enabled on the Platform to fund the Prize Account.
c) Expressly authorize conversion of euros into admitted Cryptoassets, in accordance with applicable law and corresponding administrative authorizations.
d) Keep the contribution in place for the full duration of the event to be eligible for prizes. If the User withdraws before event completion, they understand and accept they will not be eligible for prizes.
The User undertakes to:
a) Accept and comply with these Terms and Conditions.
b) Provide truthful and relevant information when required.
c) Act in good faith at all times.
RAND undertakes to:
a) Provide the User with necessary information about the Service in a clear and accurate manner.
b) Assign and deliver prizes, where applicable, according to event rules.
c) Adopt reasonable measures to ensure operational continuity and security of the Service in accordance with applicable regulations, without prejudice to interruptions due to causes beyond its control.
d) Act in good faith at all times.
RAND reserves the right to:
a) Reject the User's request to open a Prize Account according to applicable internal eligibility and compliance criteria.
b) Modify eligibility criteria for registration or use of the Prize Account, duly informing the User through the Platform.
c) Close, suspend, limit, restrict or terminate User access to the Prize Account where necessary for operational, security, legal or regulatory reasons.
d) Assign obligations arising from the Prize Account Service to a third party, provided such assignment does not reduce User rights and is carried out in accordance with applicable law.
The User may view on the Platform, for informational purposes:
a) Total prize amount to be distributed.
b) Number of winners.
c) Total deposits made by participants.
d) A timeline indicating the remaining event duration.
a) Events shall begin on Fridays at 17:00 CET and end the following Friday at the same time. At event completion, winners will be announced and corresponding prizes distributed.
b) If the User withdraws their contribution before the end of the ongoing event, they will not be eligible for prizes for that event. In such case, the corresponding amount will be reconverted to euros and credited to the User's Checking Account.
c) Withdrawn amounts will be returned in the same denomination in which they were transferred to RAND and then exchanged into euros.
d) Resulting euros will be deposited back into the User's Check-in Account.
RAND may modify Service conditions to optimize operation or adapt to operational, technical or regulatory changes. Such modifications shall not affect events already started and will be published on the website and/or communicated through the Platform to ensure proper transparency and information for the User.
RAND does not guarantee that the User will obtain prizes or minimum returns. The User understands and accepts that participation in the Prize Account Service is subject to specific conditions of each event and to the random nature of the prize distribution system, as well as possible variability arising from operational or market factors.
RAND shall not be liable for delays or non-performance arising from force majeure events, such as cyberattacks, regulatory restrictions, interruptions of third-party services or technical issues beyond its control.
Borrow is a collateralized financing service with Cryptoassets that allows Users to obtain liquidity in electronic money tokens (authorized stablecoins) by contributing certain Cryptoassets as collateral.
Borrow does not constitute a banking product, investment service, or regulated credit, and is not regulated or supervised by the CNMV or any other financial authority.
Access to and use of the Borrow Product is subject to express acceptance of the product-specific terms, as well as the Platform's General Terms and Conditions.
Specific economic conditions of the Borrow Product shall be detailed and accepted by the User when activating the Borrow Product on the Platform. Such conditions include an opening fee of 1% of the financed amount, charged at disbursement, and interest of 8% per annum on the outstanding amount, which accrues daily and accumulates in the User's outstanding balance.
The User must provide Cryptoassets accepted by the Platform as collateral for the Borrow Product. Eligible Cryptoassets as collateral may vary over time and shall be those indicated on the Platform at all times. The financed amount may not exceed 50% of the value of the collateral provided at the time of activation. The User is responsible for maintaining the required collateral level at all times in accordance with the applicable liquidation margin.
If collateral value falls below the maximum permitted threshold, the User expressly authorizes the Platform to liquidate collateral in whole or in part without prior notice. Liquidation may be carried out in the form, time and conditions the Platform deems reasonable according to market conditions. The User acknowledges that collateral liquidation may result in losses and that such losses arise from the risk inherent to Cryptoasset volatility.
If the outstanding debt reaches 85% of the value of the collateral, for example due to a fall in the value of the collateral, the User expressly authorizes the Platform to liquidate collateral in whole or in part without prior notice. Liquidation may be carried out in the form, time and conditions the Platform deems reasonable according to market conditions. The User acknowledges that collateral liquidation may result in losses and that such losses arise from the risk inherent to Cryptoasset volatility.
The User may repay financing in whole or in part in accordance with conditions indicated in the Borrow Product specific agreement. Once all amounts due are repaid, remaining collateral shall cease to be tied to the Borrow Product.
Crypto Albums allows the User to invest, in a single operation, in a predefined set of Cryptoassets (an "Album") with fixed weightings determined by RAND at the time of the investment.
When the User invests in an Album, RAND receives and executes the User's order to acquire each of the Cryptoassets that make up the Album, in the proportions defined by the Album at that time. The resulting Cryptoassets are reflected in the User's balance and held on the Platform on behalf of the User.
An Album is merely a template that enables the User to acquire several Cryptoassets at once. It does not constitute a fund, collective investment undertaking, pooled investment vehicle or financial instrument, and the User's Cryptoassets are not pooled with those of other Users for any collective management. The User directly owns the Cryptoassets resulting from the investment and may view and dispose of each of them individually at any time.
The minimum investment per Album is one hundred euros (EUR 100), unless a different amount is indicated for a particular Album on the Platform.
The Service does not constitute investment advice, a personal recommendation or portfolio management. RAND does not assess whether any Album is suitable or appropriate for the User. Every decision (whether to invest, the amount, the choice of Album, and the moment to buy or sell) is adopted exclusively by the User, who acts under their own responsibility.
To invest in an Album, RAND will convert the euro funds available in the User's Checking Account into the Cryptoassets that make up the chosen Album, in the proportions defined by the Album, at the prices in force at the time of execution. The User must expressly confirm the operation before its execution.
All orders generated through the Service, whether to buy or to sell, are market orders and are executed at the price available at the time of execution. The User cannot set a limit price or make execution conditional on a particular price. Accordingly, RAND does not guarantee execution at any specific price, and the price ultimately obtained may differ from the price displayed before the User confirms the operation.
Acquisitions may be carried out in fractional amounts so that the investment matches the defined weightings as closely as reasonably possible. Minor deviations may occur due to rounding, minimum amounts and prevailing market conditions. The resulting Cryptoassets will be reflected and updated in the User's balance available on the Platform.
Each Album reflects a fixed set of Cryptoassets and weightings at the moment of the User's investment. RAND does not rebalance, re-weight or otherwise modify the Cryptoassets held by the User once the operation has been executed, and does not offer any automatic rebalancing functionality.
As the prices of Cryptoassets vary independently, the actual weightings of the User's position will, over time, move away from those applicable at the time of the investment. RAND will not correct this variation. If the User wishes to modify the composition or weightings of their holdings, the User must do so themselves by placing the corresponding buy or sell orders through the Platform.
RAND exercises no discretion over the User's holdings and does not provide portfolio management of Cryptoassets.
If a fundamental change affects a Cryptoasset held by the User (for example, a delisting, suspension, network migration, fork or loss of eligibility), RAND will inform the User through the channels enabled on the Platform and will indicate the available options.
The User shall decide whether and how to act and shall place any resulting order themselves. RAND will not buy, sell or convert any of the User's Cryptoassets on the User's behalf, as RAND does not provide portfolio management.
RAND may only take action affecting a holding where it is legally or operationally required to do so (for example, where custody of a given Cryptoasset becomes impossible or is prohibited), giving the User as much prior notice as is reasonably practicable.
The User may, at any time and through the Platform, instruct the total or partial sale of the Cryptoassets acquired through an Album. Sale orders are likewise market orders, executed at the price available at the time of execution. The resulting amounts will be converted into euros at the exchange rate in force at the time of the transaction and credited to the User's Checking Account in accordance with applicable operational timeframes.
A fee of zero point twenty percent (0.20%) applies to the value of each purchase and each sale order generated through the Service, unless otherwise indicated on the Platform at the time the User confirms the operation. As an Album is made up of several Cryptoassets, a single investment generates several orders, each subject to the fee.
RAND applies a zero percent (0%) spread. This does not mean the Service is free of cost: the fee indicated above applies, and the prices available already reflect prevailing market conditions. Any other fees and expenses will be those indicated on the Platform.
Investing in Cryptoassets through Albums involves a high level of risk. The value of the Cryptoassets may fluctuate significantly and the User may incur losses, including the total loss of the amount invested. Albums weighted towards emerging Layer-1 or Layer-2 networks or decentralized finance assets carry a greater risk of significant or total loss.
Holding several Cryptoassets through an Album reduces concentration in a single Cryptoasset but does not protect the User against falls affecting the Cryptoasset market as a whole, which often move together. Cryptoassets are not legal tender and are not covered by deposit guarantee or investor compensation schemes.
Any past performance or return figure shown on the Platform is indicative, relates to past periods, is not guaranteed and is not a reliable indicator of future results.
To access the Crypto Albums Service, the User must:
a) Be duly registered on the Platform and accept these Terms and Conditions.
b) Have completed the identity verification (KYC) process and any applicable assessment.
c) Expressly accept the acquisition of the Cryptoassets that make up the chosen Album.
The User undertakes to:
a) Accept and comply at all times with these Terms and Conditions and any specific conditions applicable to the Crypto Albums Service.
b) Provide RAND with truthful, updated and complete information when required.
c) Use the Platform and the Service diligently, in good faith and in accordance with the purpose of the Service.
d) Adopt their own investment decisions and assume the risks arising from them.
RAND undertakes to:
a) Provide the User with clear, sufficient and updated information on the operation of the Crypto Albums Service.
b) Receive, transmit and execute the User's orders diligently and acting in the User's best interest.
c) Hold the Cryptoassets acquired by the User in accordance with these Terms and Conditions.
d) Act in good faith in providing the Service.
RAND reserves the right to:
a) Reject requests to access the Service where the established eligibility criteria are not met.
b) Set or modify, at its discretion and at any time, the fees applicable to future operations (which will be those displayed on the Platform at the moment the User confirms each operation), and add, modify or withdraw the Albums offered for new investment, in all cases without affecting the Cryptoassets already held by the User or the fees already applied to operations already executed.
c) Suspend, limit or refuse to execute orders, or suspend an Album, for duly justified operational, technical, security, legal or regulatory reasons.
d) Delegate or subcontract operational aspects of the Service to third parties, without reducing the obligations assumed vis-à-vis the User.
RAND shall not be liable for delays or non-performance in providing the Service where caused by force majeure or events beyond its reasonable control, including, among others, cyberattacks, interruptions of third-party services, infrastructure failures, regulatory restrictions or widespread technical incidents. In such cases, RAND will adopt reasonable measures to restore normal operation of the Service as soon as possible.
To use Services provided through the Platform, the User must register as a User and provide requested personal data, which will be processed in accordance with the Privacy Policy.
Access to and use of the Platform are conditioned on prior reading and acceptance of these Terms and Conditions.
The User acknowledges and accepts that use of the Services implies contribution of funds and assumption of economic risks, and that positive or negative outcomes may occur depending on Service conditions and external factors.
However, the User acknowledges and accepts that Services offered through the Platform do not constitute a savings product or regulated financial instrument, nor imply the existence of guaranteed capital.
The User acknowledges and accepts that Services offered through the Platform are based on distributed ledger technologies (blockchain) and third-party protocols that are neither owned nor controlled by RAND.
These protocols, mostly open source, may be modified, updated or forked by developers or the relevant community, which may affect operation, availability, interoperability or value of Cryptoassets.
RAND does not guarantee continuous, uninterrupted or error-free operation of underlying blockchain networks or third-party protocols used, nor does it assume liability for consequences arising from failures, interruptions, modifications or forks of such protocols outside its reasonable control.
In the event of a fork, relevant update or any substantial modification of a blockchain protocol that may affect Service provision, RAND may, when reasonably necessary, temporarily suspend operations, adapt its systems, or decide not to support a specific protocol or cryptoasset, whether original or alternative.
The User acknowledges and accepts that such circumstances may impact Service operation or Cryptoasset value, without generating any right to compensation against RAND, provided RAND has acted with reasonable due diligence.
Without the following list being exhaustive, the User undertakes to refrain from carrying out, whether directly or indirectly, or through a third party, any of the following actions:
RAND reserves the right to deny or withdraw access to the Platform and/or Services, without prior notice, from Users who breach any of the actions indicated in this section.
The User may request cancellation of their User account through the Platform or by sending an email to hello@rand.network, only from the email address with which they registered. RAND reserves the right to request supporting documents and/or additional information in order to verify the identity of the requester and the truthfulness of the cancellation request, as well as the information provided by the User. The identity document number and email address associated with the User will remain blocked after cancellation, so that a new account cannot be created using the same data. Information related to transactions will not be deleted. The retention period for the User's personal data will be governed by the provisions of the Privacy Policy, which is permanently available on the Platform.
RAND provides Users with information regarding password security and offers the possibility of accessing the account through two-factor authentication systems (2FA), which significantly increase access security. RAND is not responsible for loss of funds, damages, or losses resulting from misuse, theft, or compromise of the User's access credentials. In accordance with these Terms and Conditions, RAND presumes that all transactions made from a User account have been made by that User, who acknowledges and accepts being solely responsible for the use of their account and for the consequences, direct or indirect damages, that may result from such use. If the User detects that their account has been compromised or that unauthorized transactions have been carried out, they must notify RAND as soon as possible by email at support@rand.app, for the purpose of proceeding, where applicable, with preventive account blocking. In case of forgotten or lost password, the User may recover it through the means enabled on the Platform or by contacting RAND by email at support@rand.app.
Pursuant to Article 103 of Law 3/2014 of 27 March, certain operations are excluded from the right of withdrawal. Consequently, Services provided through the Platform are not subject to that right.
RAND may amend these Terms and Conditions at any time by publishing the amendments on the Platform and, where appropriate, notifying the User by electronic means. Continued use of the Platform after publication of amendments implies full acceptance thereof. If the User does not agree, they must stop using the Platform.
All content on the Platform, including designs, text, graphics, logos, images, videos, databases, software, and other elements (the “Content”), is owned by RAND or its licensors and is protected by intellectual and industrial property regulations.
The Content may not be reproduced, modified, distributed, publicly communicated, or used for purposes other than those expressly authorized, without the prior written consent of the rights holder.
Access to the Platform does not grant the User any industrial or intellectual property rights over the Content; only a limited, non-exclusive, and revocable license is granted for use in accordance with these Terms and Conditions.
In accordance with Regulation (EU) 2016/679 (General Data Protection Regulation) and other applicable regulations, the User is informed that personal data provided through the Platform or by email will be processed by RAND, as data controller, for the purpose of managing User registration, allowing access to and use of the Platform, processing requested operations, handling inquiries or requests, and sending communications and notifications related to the Services.
The User may obtain additional and detailed information on the processing of personal data in the Privacy Policy, which must be read and accepted in order to use the Services.
RAND undertakes to comply with confidentiality obligations regarding personal data and to adopt the technical and organizational measures necessary to ensure security and prevent alteration, loss, processing, or unauthorized access, taking into account the state of technology at all times.
Furthermore, RAND informs that access to and browsing of the Platform, without the User completing the registration process, does not imply automatic collection of personal data that directly identifies the User.
However, during browsing, certain non-personal and non-identifiable data may be collected through data storage and retrieval devices, such as cookies, for the purpose of obtaining statistical information on Platform use and improving operation.
The User may accept, reject, or configure cookie use through the banner enabled when accessing the Platform. For more information, please consult the Cookies Policy.
Operations carried out through the Platform, including those related to Cryptoassets, may be recorded on blockchain networks or public distributed ledgers.
These blockchains function as distributed and decentralized records that allow immutable transaction recording.
The User acknowledges and accepts that, due to the nature of public blockchains, information recorded on them may be subject to technical or forensic analysis, which may in certain cases lead to deanonymization of addresses or indirect disclosure of financial information, especially when blockchain data is combined with information from other sources.
Since blockchains are decentralized infrastructures or managed by third parties unrelated to RAND, RAND has no control over them and cannot modify, delete, or alter information recorded on those networks, including, where applicable, personal data that may be indirectly derived from transactions.
For more information on personal data processing and limitations in blockchain environments, the User may consult the Privacy Policy.
For any interpretative or contentious matters related to the website or application, Spanish law shall apply. In case of dispute, both parties agree to submit, expressly waiving any other jurisdiction that may correspond to them, to the jurisdiction of the Courts and Tribunals of the city of Madrid (Spain), provided that the dispute does not concern an economic transaction. In the event that the dispute arises from an economic transaction with a User who has consumer status, it shall be resolved according to the jurisdiction of the Courts and Tribunals of the consumer's domicile. The User may also submit any complaint deemed appropriate through the following link: https://support.rand.app/hc/en-us/requests/new.
If links or hyperlinks to other Internet sites are made available, RAND will not exercise any control over such sites and content. Under no circumstances will RAND assume any liability for the content of any link belonging to a third-party website, nor guarantee the technical availability, quality, reliability, accuracy,
scope, truthfulness, validity, or constitutionality of any material or information contained in any such hyperlinks or other Internet sites.
Likewise, inclusion of these external connections does not imply any association, merger, or participation with connected entities.
It is expressly prohibited to introduce hyperlinks for commercial purposes on websites unrelated to RAND that allow access to the Platform without RAND's express consent.
In all cases, the existence of hyperlinks on websites unrelated to RAND shall in no case imply the existence of commercial relations with the owner of the website where the hyperlink is established, nor RAND's acceptance thereof.
Once the User's friend meets the requirements established in this Referral Program, the User will receive a reward equivalent to 0.45% of the referred friend's balance during the first sixty (60) days, with a maximum limit of five hundred euros (EUR 500) per referred friend, which will be deposited in the User's RAND account.
Likewise, the referred friend will receive a reward equivalent to 0.45% of their balance during the first sixty (60) days, with a maximum limit of five hundred euros (EUR 500), which will be deposited in their RAND account.
Only persons who are not RAND clients and who have not previously requested a RAND account may be referred.
RAND's referral program will be carried out during the period in which the corresponding functionality is available within the RAND application.
The Referral Program is an opportunity for RAND Users to obtain a reward for each successful referral, with no maximum number of invitees, provided that the requirements established in these Terms and Conditions are met.
Only Active RAND Users may make referrals. An Active User is understood as a client who:
An Eligible Invitee is a client who:
Eligible Users shall have the right to receive a reward equivalent to 0.45% of the amount deposited by the Eligible Invitee, provided that the instructions established for both the Eligible User and the Eligible Invitee are fulfilled.
For each Eligible Invitee, the Eligible User must:
After receiving the invitation from the Eligible User, the Eligible Invitee must:
The following is not permitted:
RAND does not guarantee obtaining rewards under the Referral Program and provides no express or implied warranties regarding it. RAND shall not be responsible for errors, interruptions, or omissions related to the Referral Program or obtained rewards.
If one or more clauses of these Terms and Conditions are declared null by any competent authority or court, such nullity will not affect the validity of the remaining clauses, which shall remain fully in force and effect. The User shall be solely responsible for compliance with any tax obligations corresponding to them.
The User may not assign to any third party their contractual position or any rights or obligations arising from these Terms and Conditions.
The User gives express consent for all information related to their status as User, their account, and use of the Platform to be notified or communicated by electronic means.
By virtue of this consent, RAND may send automatic notifications (push) to the User's mobile device to provide information relating to price changes of Cryptoassets, Service updates, promotional communications, and other related messages, such as confirmations or transaction receipts.
The User may disable push notifications at any time by modifying the corresponding settings on the device used to access the Platform.
RAND provides Users with a support service, operating Monday to Friday from 10:00 to 18:00, through communications sent to the following email address: support@rand.app.
PRISMA PAYMENTS, E.P., S.A. is a Payment Institution supervised by the Bank of Spain and registered in its Special Register of Payment Institutions under number 6849. PRISMA PAYMENTS, E.P., S.A. acts as provider and manager of the payment account associated with the Checking functionality. For any issue related to operation of that payment account, the User must contact the payment service provider directly through the following email address: info@prismapay.com.
At RAND, we know that you care about your personal information and want to know how we will treat it. That is why we will explain in our Privacy Policy, in a clear and transparent manner, how and when we collect, share and protect your personal information. We will also explain how to exercise your rights.
Please note that anonymized information or purely statistical data used by RAND will not be considered personal data.
RAND PROTOCOL, S.L. (formerly PASELIA INVEST, S.L.) provided with C.I.F. B-42893925 and domiciled at Avda. D’Ernest Lluch n.º 32, TCM 2, OF 19 B, 08302, Mataró, Barcelona, pursuant to the deed granted on February16, 2021, before the Notary of Barcelona, D. Salvador Farrés Reig on folio 200of volume 47,710, page number b-560.134 (hereinafter, “RAND”).
By reading and accepting this Privacy Policy, the user (the "User" or "Users") is informed of the circumstances under which their personal data will be processed.
In addition, if legal basis is needed for processing your data, your free, informed, specific and unequivocal consent will be requested for the personal data you provide via the website www.rand.network (hereinafter, the “Website”) and the RAND application (hereinafter, the “Application”) or any other forms dependent on the Website and the Application, are processed by RAND, as well as data derived from your browsing and any other data that you may provide in the future.
The data requested in the forms on the Website and in the Application are, in general, mandatory (unless otherwise specified in the required field) to fulfill the purposes for which they are being collected.
Therefore, if they are not provided or are not provided correctly, they cannot be addressed, not withstanding that you may freely view the content of the Website and the Application, except for specific content or certain functionalities of the Website and the Application, limited to registered Users.
Please read this Privacy Policy carefully before using or registering with RAND.
If you register on the Website and/or Application, we will process the following information about you:
If you do not register, and you simply browse the Website, we will process the following information about you:
We may only process your personal data if we have an adequate legal basis for doing so. We may process your personal data for any or all of the purposes specified below and on the legal bases indicated:
The personal data of RAND Users may be accessed by:
The transfer of your personal data outside the European Union is not foreseen. In any case, if such circumstances change, you will be informed through this privacy policy and transfers to third countries not considered secure will be made protecting your data through the signing of Standard Contractual Clauses approved by the European Commission between the data exporter and the data importer.
Your personal data will be kept for the time strictly necessary for the purposes of the processing for which they have been provided, and, in any case, following the principle of data minimization provided for in the applicable regulations.
If you are a RAND User, your data will be kept for the duration of your business relationship with RAND and from the moment you exercise your right to cancel your data or terminate your account, your data will be kept blocked for a period of five years in order to meet the legal responsibilities that may arise from the services provided and ten years in the case of conservation of personal data in compliance with the rules of prevention of money laundering.
You may (i) send a letter to RAND, at the address indicated in the header of this Policy, (ii) access your User area on the Application or the Website; or (iii) send an email to hello@rand.app, attaching a photocopy of your identity document, at any time and free of charge, for:
If you believe that the above rights have not been properly addressed by RAND, you may file a complaint with the Spanish Data Protection Agency at C/ Jorge Juan, 6, 28001 — Madrid.
Our Privacy Policy may be updated, due to changes and legal needs, as well as improvements and changes included in the way we offer and provide our services and application utilities. Therefore, we recommend that you visit and access our Privacy Policy periodically, in order to be able to access and learn about the latest changes that may have been incorporated.
In the event that such changes relate to the consent provided by the User, we will send you a separate and independent notice to collect it again.
If you have any questions or concerns about our Privacy Policy or would like to exercise any right or action regarding your personal data, please contact us at the following e-mail address: hello@rand.app.
Public blockchains operate as ledgers, intended to immutably record transactions in networks of computer systems. Many of these public blockchains allow forensic analysis that can lead to de-anonymization and unintentional disclosure of private financial information, especially when blockchain data is combined with other data.
Since blockchains are decentralized or third-party networks that are not controlled or operated by RAND, we cannot delete, modify or alter personal data on such networks.
1.1. On the one hand, Prisma Payments, E.P., S.A., with Tax Identification Number A85785905, with registered office at Calle Leganitos 47, 9th Floor, 28013 Madrid, and registered with the Madrid Commercial Registry, Sheet M-488476, Volume 27111 (“Prisma”). Prisma is a payment institution subject to the supervision of the Bank of Spain (C/ Alcalá 48, 28014 Madrid, Spain) and registered in its Special Register of Payment Institutions under number 6849, whose activity consists of the provision of payment services.
1.2. On the other hand, the natural or legal person entering into this framework payment services agreement and identified in the contracting form attached as an annex to this framework agreement (“Client”).
2.1. These clauses and any annexes that the parties sign from time to time constitute a single and complete agreement that contains all contractual conditions governing the relationship between the parties and the provision of the services that are its subject matter (“Framework Agreement”). In the event of discrepancy, the provisions of the annexes shall prevail over the provisions of these clauses.
2.2. The Framework Agreement may be signed by electronic means, in which case it shall have full legal effect, and the Client accepts that electronic signature shall have the same value as handwritten signature in relation to signing on paper. Where applicable according to the Client's status or as agreed by the parties, the Client may request and receive a copy of the Framework Agreement and the brochure containing the legally required contractual information and conditions on paper or on another durable medium.
2.3. The Framework Agreement may be signed in Spanish or English, at the Client's choice. The provision of the services and communications between the parties shall be carried out in the language of the Framework Agreement, unless the parties expressly agree to use a different language.
3.1. The purpose of this Framework Agreement consists of foreign currency purchase and sale services; execution of payment transactions, including transfer of funds, through a payment account with the user's payment service provider or another payment service provider; issuing of payment instruments and acquiring of payment transactions; and money remittance (“Services”).
The Services are regulated by Royal Decree-law 19/2018, of 23 November, on payment services and other urgent financial measures, by Law 16/2009, of 13 November, on Payment Services (“Payment Services Law”), and by their implementing regulations.
3.2. It is expressly agreed that the Client is not a consumer as defined in the Payment Services Law (a consumer is a natural person who, in payment services contracts, acts for purposes outside their economic, commercial or professional activity).
3.3. It is also expressly agreed that none of the provisions of the Payment Services Law or its implementing regulations that may be freely agreed between the parties shall apply in full when the Client is neither a consumer nor a microenterprise according to the Payment Services Law (a microenterprise is an undertaking, including both natural persons carrying out a professional or business activity and legal persons, which, on the date the payment services contract is entered into, employs fewer than ten persons and whose annual turnover or annual balance sheet total does not exceed two million euros, in accordance with Articles 1 and 2, paragraphs 1 and 3, of the Annex to Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises), including, merely by way of example, all of Title II and Articles 35.1, 36.3, 44, 46, 48, 49, 52, 60 and 61 of the Payment Services Law.
3.4. The Client may use the Services either as payer or payee and shall also be designated as such in the Framework Agreement, as applicable, being attributed the rights and obligations resulting from the specific position assumed in each of the transactions executed under the Framework Agreement.
3.5. The Client undertakes to notify Prisma of any circumstance that modifies their personal and/or economic situation and may affect their status as user of the Services (consumer, non-consumer or microenterprise).
3.6. Prisma maintains commercial relationships with natural or legal persons (“Collaborator”) that, through digital sites accessible via the Internet or applications or software tools for mobile devices or other electronic or telematic means (“Interface”), facilitate the Client's access to Prisma payment services when the services offered by a Collaborator require payment transactions, without this meaning, in any case, that the Collaborator provides payment services on behalf of Prisma. The Client expressly and irrevocably accepts that, in such cases, communications, actions or transactions under the Framework Agreement shall be carried out or channelled electronically through the Interface of the relevant Collaborator, in accordance with the terms set out in Annex 3 to this Framework Agreement.
3.7. In the cases referred to in section 3.6 above, the Client accepts and acknowledges that their relationship with Prisma shall be governed solely and exclusively by this Framework Agreement and that Prisma is entirely unrelated to any contractual relationships between the Client and the Collaborator.
The Client represents and warrants the following:
5.1. The Client undertakes to provide Prisma, at all times, with any information or documentation that Prisma requests because it considers it necessary or relevant for proper Client due diligence or for updating such due diligence (including, without limitation, identity, capacity, legal personality, beneficial ownership, nature of economic, commercial or professional activity, solvency and financial capacity or, in the case of legal-person Clients, the identity and capacity of the legal representatives or attorneys-in-fact representing them when contracting the Services, as well as, where applicable, the persons on whose behalf they act, their ultimate beneficial owners and all natural or legal persons involved in the chain of control), in accordance with the control and compliance rules, policies or procedures established by Prisma from time to time, with any measures Prisma considers appropriate for such purpose, with anti-money laundering and counter-terrorist financing regulations, and with any other tax or other regulations that may apply.
5.2. The Client undertakes to cooperate at all times in preventing, detecting and investigating any fraudulent or unlawful activity related to the Services, by applying the measures provided in the control and compliance rules, policies or procedures established by Prisma, or in applicable regulations, or any other measures that Prisma considers appropriate for such purpose. Prisma reserves the right to interrupt or block the provision of the Services, or even to automatically terminate the Framework Agreement, if any suspicion, indication or incident arises in relation to the activities referred to.
5.3. The Client expressly and irrevocably authorizes Prisma so that it may, at all times, (a) adopt the measures it considers appropriate to verify the truthfulness of the information or documentation obtained from the Client, confirm their sources of income or economic activity, including, without limitation, requesting information or documentation on behalf of the Client from any public or private entity, or (b) report information or incidents regarding the matters referred to in this clause to the Bank of Spain, to anti-money laundering and counter-terrorist financing authorities, to law enforcement agencies or any other authorities it considers appropriate, as well as to credit institutions or other payment service providers related to the transaction to which the relevant information or incident refers.
5.4. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma may require the information or documentation referred to in the preceding sections to be provided through the Collaborator, and expressly and irrevocably authorizes Prisma to receive from the Collaborator such information or documentation obtained by the Collaborator.
6.1. Notifications, transmissions of information, orders, instructions or, in general, any communication between the parties shall be made through the distance communication means made available by Prisma from time to time, which may include, among others, telematic, electronic, telephone or similar means. Notwithstanding the foregoing, Prisma may choose to use alternative means, including communications on paper and by postal mail or courier, when necessary or convenient for operational, technical or legal reasons. If there are several holders of a product or service, notice shall be deemed valid when sent to any of them.
6.2. The details for communications shall be those stated in the heading and in the corresponding annex attached to the Framework Agreement, in the case of Prisma, and those stated in the contracting form, in the case of the Client. Any change in a party's communication details must be immediately notified to the other party, although the Client expressly accepts that publication of any change in Prisma's registered office in any official gazette shall have the same effect.
6.3. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma may require communications and transactions associated with the Framework Agreement or the Services, including, without limitation, payment order requests or notices regarding amendments to the Framework Agreement or the Services, to be made through the Collaborator's Interface.
7.1. Access to or use of the Services shall be carried out through the electronic, telematic or telephone means or channels made available by Prisma from time to time, which may include, among others, digital sites accessible via the Internet or applications or software tools for mobile devices.
7.2. Access to or use of the Services shall be carried out by the Client through the secure means of authentication or identity verification required by Prisma from time to time, including, without limitation, the use of access codes, keys, names or identification numbers, passwords or official electronic identity documents. These authentication means shall be personal and non-transferable.
7.3. Where European or Spanish regulations require strong customer authentication measures for access to and use of the Services, Prisma may request from the Client the authentication actions it considers appropriate from time to time, including, without limitation, an SMS or notification to their mobile phone, biometric authentication or authentication applications.
7.4. The Client must properly safeguard and use due diligence with the authentication means provided by Prisma, ensuring their proper use and confidentiality. In the event of forgetting, loss, theft or misappropriation of any such means, the Client must immediately notify Prisma so that it may adopt the security measures it considers appropriate (such as interrupting or blocking payment transactions) until the necessary measures are taken to invalidate or replace such means. For security reasons, when a certain number of consecutive errors occurs in the use of the authentication means, Prisma may invalidate them and interrupt or block payment transactions carried out with them.
7.5. Actions carried out by the Client using the authentication means provided by Prisma shall in all cases be deemed valid, correct and effective, and shall be considered authorized and instructed by the Client. Use of such authentication means shall replace the Client's signature and shall have full legal effect, and the Client accepts that data recorded electronically shall have the same value as a handwritten signature in relation to data recorded on paper.
7.6. Prisma undertakes to maintain reasonable technological means for continuous access to or use of the Services, but may occasionally interrupt or block access to part or all of the Services to carry out maintenance operations on its systems or technological means, and when necessary according to its fraud prevention policies or in compliance with requirements from competent authorities.
7.7. Prisma shall not be liable for damages or losses that the Client or a third party may suffer arising from circumstances or factors outside Prisma's reasonable control, including, among others, malfunctioning of electronic or telematic systems, unlawful intrusions by third parties or computer viruses, interruptions, failures or disconnections in Internet operation and access. Prisma shall also not be liable for the loss, theft, misappropriation or transfer to third parties of identification or authentication means, nor for the non-execution or execution of payment transactions resulting from improper, incorrect, negligent or fraudulent use of such means.
7.8. The Client irrevocably authorizes Prisma to record computer and telematic logs relating to access to or use of the Services through distance means or channels, in accordance with applicable law, and expressly accepts the legality of such records as evidence of the transactions carried out and, in particular, their use in any judicial or extrajudicial proceeding that may arise.
7.9. Prisma may use such records to verify the content of the Client's orders or instructions if there are discrepancies regarding their content, as well as if such records must be disclosed by legal or judicial requirement. In the event of a dispute regarding the Client's orders or instructions, the Client may request that Prisma allow them to listen to or receive a written transcript of the content of the corresponding recordings.
7.10. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma may require access to or use of the Services to be carried out through the Collaborator's Interface, applying security measures that replace or supplement those described in the preceding sections.
8.1. The fees and expenses that the Client must pay Prisma for the Services, the exchange rates applicable to them and the other economic conditions applicable to the Client, including any guarantees for fulfilment of their obligations, are those set out in the corresponding annex attached to the Framework Agreement. The parties expressly agree that the economic conditions set out in the annex shall apply in all cases, even when they are not individually or expressly reflected in the remaining clauses of the Framework Agreement.
8.2. The Client authorizes Prisma to deduct the corresponding fees or expenses from the transferred amount of which the Client is beneficiary. Prisma may also automatically debit from Prisma payment accounts or any other bank or payment accounts at third-party entities in the Client's name all fees or expenses that the Client must pay for provision of the Services, for which purpose the Client must sign any mandate or direct debit documents requested by Prisma.
8.3. Likewise, the Client authorizes Prisma to offset at any time, including after termination of the Services, any certain, liquid and due credit owed by the Client to Prisma under any concept, and Prisma may offset balances existing in the payment account against any amount owed by the Client.
8.4. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts (a) that they may be informed of the economic conditions of the Services by the Collaborator, (b) that the economic conditions applicable to the Services may be those agreed by the Collaborator with the Client, (c) that billing and collection of any amount associated with the Services may be carried out or managed by the Collaborator, and (d) that any other rights of Prisma established in this clause 8 may be exercised by the Collaborator.
9.1. Provision of the Services may require Prisma to open one or more payment accounts owned by the Client, depending on the Client's operation. In such case, funds received in a payment account shall not constitute deposits, electronic money or other repayable funds and their purpose shall be exclusively to carry out payment transactions in execution of the Framework Agreement.
9.2. Prisma shall notify the Client of confirmation of the opening of each payment account or, where applicable, the decision to reject it, as well as its blocking or cancellation as provided in the Framework Agreement.
9.3. Ownership of payment accounts is nominative and non-transferable. Without prejudice to this, depending on the Client's status and the nature of the Services, individual ownership or the coexistence of multiple holders (co-holders) may be allowed.
9.4. When there are co-holders, any reference to the Client in the Framework Agreement shall be understood as referring to each and every one of them; any of them may access or use the payment account or the Services; all of them shall be jointly and severally liable for all rights and obligations arising from the actions of any of them; and communications made to one of them shall have effect with respect to the others.
9.5. Likewise, the Client may authorize any non-holder person to access or use the payment account or the Services, for which purpose it shall be a prior and essential condition that the Client complete the form for authorized non-holder persons to be attached as an annex to the Framework Agreement. The Client expressly accepts the result of access to or use of the payment account or Services by an authorized non-holder person as if carried out directly by the Client.
9.6. Notwithstanding the foregoing, if contradictory orders are received from co-holders or authorized non-holder persons, Prisma may freely choose to execute them or refrain from executing them and shall not be liable for the results, damages or losses that may arise from such execution or abstention.
9.7. Without prejudice to the provisions of this clause, the Client may establish that certain payment transactions shall require joint action, making the involvement of more than one co-holder or authorized non-holder person necessary for their transmission. The Client expressly acknowledges and accepts that, in such cases, Prisma may establish restrictions on the means or channels made available to transmit such orders.
9.8. When the payment account has no transaction for a period of one (1) calendar year, Prisma reserves the right to cancel it by transferring the funds to another account provided by the Client. For these purposes, funds deposited and withdrawn by the Client themselves shall not be considered transactions.
9.9. Prisma shall make available to the Client information on payment transactions carried out under the Framework Agreement, keeping supporting documents, records and documents of transactions carried out in digital files for the legally established periods.
9.10. Funds received by Prisma from each Client shall at all times be kept separate from the funds of any other natural or legal person other than the Client and, while in Prisma's possession and not yet delivered to the beneficiary or transferred to another payment service provider by the end of the business day following the day on which the funds were received, such funds shall be deposited in one or more separate accounts at credit institutions or central banks, or invested in secure, liquid and low-risk assets. The Client acknowledges and accepts that, before signing this Framework Agreement, they have accessed and become aware, through Prisma's website, of the information on the investment criteria for such assets.
9.11. Funds deposited in separate accounts are protected and, in the event of Prisma's insolvency, the Client shall have an absolute right of separation over the accounts and assets referred to in section 9.10 above with respect to possible claims by other Prisma creditors.
10.1. For correct execution of a payment order, the Client must provide Prisma with their unique identifier, which may be the IBAN (International Bank Account Number), the BIC (Business Identifier Code) or any other combination of letters, numbers or signs assigned by Prisma to the Client for such purpose.
10.2. Prisma shall not be liable for non-execution or defective execution of a payment transaction if the unique identifier provided by the Client is incorrect. Nevertheless, in such cases, Prisma shall make reasonable efforts to recover the funds of the payment transaction. If it is not possible to recover the funds, Prisma shall provide the Client, upon written request, with all information available to it that is relevant for the Client to bring a legal claim to recover the funds.
11.1. Payment transactions shall be considered authorized when the Client has communicated prior written consent, using the forms or electronic or telematic means or channels made available by Prisma from time to time, and with due authentication of the person acting. Once authorized by the Client, payment transactions may not be withdrawn and shall be considered irrevocable, except in those cases where a mandatory rule expressly provides otherwise.
11.2. The time of receipt of an order for execution of a payment transaction shall be the time when such order is received by Prisma. If the time of receipt is not a business day for Prisma, the payment order shall be deemed received on the following business day. Likewise, any payment order received by Prisma after the times stated in the annex attached to the Framework Agreement shall be deemed received on the following business day.
11.3. If the Parties agree that execution of the payment order shall begin on a specific date or at the end of a certain period, or on the day when the funds are made available to Prisma, the time of receipt of the order shall be deemed to be the specific agreed day. If that day is not a business day for the payment service provider, the payment order shall be deemed received on the following business day.
11.4. After receipt of the payment order, its execution shall be conditional on the Client having sufficient balance in their account for the transaction to be carried out and for Prisma to be paid any applicable fees or expenses, and on the payment order including the complete, correct and legible information required to proceed. For such purpose, the Client must provide the information in the format and within the period required by Prisma in accordance with the forms Prisma provides.
11.5. If Prisma rejects execution of a payment order, it shall notify the Client and, to the extent possible, the reasons for rejection, as well as the procedure to correct any errors that caused it. Any orders rejected by Prisma shall not be considered received.
12.1. Unless the Parties agree on the execution period for payment orders, in accordance with clause 11.3 above, Prisma shall execute payment orders no later than the end of the following business day from receipt of the payment order when executing: (a) payment transactions in euros; (b) domestic payment transactions in the currency of a Member State that is not part of the euro area; or (c) payment transactions involving only currency conversion between the euro and the currency of a Member State that is not part of the euro area, provided that the corresponding conversion is carried out in the Member State that is not part of the euro area and, in the case of cross-border payment transactions, the cross-border transfer is made in euros.
12.2. Payment transactions within the European Union not covered by clause 12.1 above may be executed by Prisma within four (4) business days from the time of receipt of the payment order.
12.3. Payment transactions not covered by clauses 12.1 and 12.2 above shall not be governed by the preceding periods, and the periods determined for each transaction shall apply in each case.
12.4. The value date of the credit to the beneficiary's account shall not be later than the business day on which the amount of the payment transaction was credited to the beneficiary's account. Prisma shall ensure that the amount of the payment transaction is available to the beneficiary immediately after such amount has been credited to Prisma's account, if Prisma (a) does not carry out currency conversion, or (b) carries out currency conversion between the euro and the currency of a Member State or between the currencies of two Member States.
12.5. The value date of the debit to the payment account shall not be earlier than the time when the amount of the payment transaction is debited from that account.
13.1. When the Client becomes aware that an unauthorized or incorrectly executed payment transaction has been carried out, the Client must notify Prisma immediately and by email to the address provided in the corresponding annex to this Framework Agreement, so that Prisma may proceed to rectify it. Such notice must be given within a maximum period of thirty (30) days from the debit date.
13.2. If an unauthorized payment transaction is executed, Prisma shall return to the Client, in their capacity as payer, the amount of the unauthorized transaction no later than the end of the following business day after Prisma became aware of the transaction, restoring the payment account from which the debit was made to the state it would have been in had the unauthorized transaction not taken place.
13.3. The return and periods provided in clause 13.2 shall not apply when Prisma has reasonable grounds to suspect fraud, in which case it reserves the right to block the return and adopt the measures it considers necessary under applicable regulations, or when the Client proves that the transaction was not authenticated, accurately recorded and accounted for. When the Client is a microenterprise, the aforementioned return shall not apply when Prisma can prove that the transaction was authenticated, accurately recorded and accounted for, and was not affected by a technical fault or any other deficiency.
14.1. The Parties accept and assume that the provisions contained in this clause 14 shall only apply when the Client is a microenterprise.
14.2. In the case of payment orders initiated directly by the Client acting as payer:
a) Prisma shall be liable to the Client for correct execution of the payment transaction, unless Prisma can prove to the Client and, where applicable, to the beneficiary's payment service provider, that the latter provider received the amount of the payment transaction in accordance with clause 9 of the Framework Agreement and the legally established terms. In the latter case, the beneficiary's payment service provider shall be liable to the beneficiary for correct execution of the payment transaction.
b) When liability corresponds to Prisma under section a) above, it shall return to the payer, without undue delay, the amount corresponding to the payment transaction not executed or defectively executed and, where applicable, restore the payment account balance to the situation in which it would have been had the defective payment transaction not occurred. The value date of the credit to the Client's payment account shall not be later than the date on which the amount was debited.
c) When the beneficiary's payment service provider is liable, it shall immediately make available to the beneficiary the amount corresponding to the payment transaction and, where applicable, credit the corresponding amount to the beneficiary's payment account. The value date of the credit to the beneficiary's payment account shall not be later than the date on which the value date would have been assigned to the amount in the event of correct execution of the transaction, in accordance with clause 9 and the applicable legal provisions.
d) When a payment transaction is executed late, the beneficiary's payment service provider shall ensure that, upon request of the payer's payment service provider acting on the payer's behalf, the value date of the credit to the beneficiary's payment account is no later than the date that would have been assigned to the amount in the event of correct execution of the transaction.
e) In the case of a payment transaction not executed or defectively executed where the payer initiated the payment order, the payer's payment service provider shall, upon request, immediately try to trace the payment transaction and notify the payer of the results. No fee shall be charged to the payer for this.
14.3. In the case of payment orders initiated by or through the beneficiary:
a) The beneficiary's payment service provider shall be liable to the beneficiary for correct transmission of the payment order to the payer's payment service provider, in accordance with clause 9 of the Framework Agreement and the applicable legal provisions, and shall immediately return the amount of the payment order to the payer's payment service provider.
b) The beneficiary's payment service provider shall be liable to the beneficiary for correct processing of the payment order in accordance with the applicable legal provisions and shall ensure that the amount of the payment transaction is returned and available to the beneficiary immediately after such amount is credited to its own account.
c) The value date corresponding to crediting the amount to the beneficiary's payment account, including cases of delayed transmission of the payment order, shall not be later than the value date that would have been assigned to the amount in the event of correct execution of the transaction.
d) In the case of a payment transaction not executed or defectively executed, the beneficiary's payment service provider shall, upon request and regardless of the liability determined under this section, immediately try to trace the payment transaction and notify the beneficiary of the results. No fee shall be charged to the beneficiary for this.
e) In the case of payment orders not executed or defectively executed where the beneficiary's payment service provider is not liable, the payer's payment service provider shall be liable to the payer and must return to the payer, as appropriate and without undue delay, the amount of the payment transaction not executed or defectively executed and restore the payment account from which the debit was made to the state in which it would have been had the defective payment transaction not taken place. The value date of the credit to the payer's payment account shall not be later than the date on which the amount was debited.
f) The obligations of the payer's payment service provider set out in section e) above shall not apply if that provider can prove that the beneficiary's payment service provider received the amount of the payment transaction, even if the payment was executed late. In such case, the beneficiary's payment service provider shall assign a value date to the amount corresponding to the credit to the beneficiary's payment account that is no later than the value date that would have been assigned to the amount in the event of correct execution of the transaction.
14.4. Prisma's liability, in its capacity as payer's or beneficiary's payment service provider as contemplated in the preceding sections, shall be without prejudice to the grounds for absence of liability of the payment service provider that may arise from payment transactions, in accordance with applicable law and the Framework Agreement, including (a) when the payment services user fails to notify any transaction that may be subject to a claim within the period established for such purpose; (b) when the unique identifier provided by the payment services user is incorrect; (c) when exceptional and unforeseeable circumstances beyond the payment service provider's control occur, the consequences of which would have been unavoidable despite all efforts to the contrary, or when a payment service provider is subject to other legal obligations.
15.1. Prisma shall not be liable in the event of exceptional and unforeseeable circumstances beyond its control, the consequences of which would have been unavoidable despite all efforts to the contrary, or where other legal obligations apply to it.
15.2. Without prejudice to the provisions of other clauses of the Framework Agreement, and in the absence of a mandatory rule expressly providing otherwise, the Parties agree that Prisma's maximum liability for damages arising from the Framework Agreement shall be economically limited to the total amount of fees and expenses actually charged by Prisma during the twelve (12) months prior to the incident that caused the damages.
15.3. In no event shall Prisma be liable to the Client for indirect damages or loss of profit, such as loss of profit, loss of customers, reputational damage or equivalent concepts not associated with the direct damage caused.
15.4. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma shall have no liability whatsoever to the Client, whether contractual or non-contractual, for any damages of any nature associated with or arising from any contractual relationship between the Client and the Collaborator.
16.1. In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, Organic Law 3/2018, of 5 December, on Personal Data Protection and guarantee of digital rights, and any other applicable data protection regulations, the Client is informed that the personal data provided in connection with the formalization of this Framework Agreement, as well as any data that may be collected as a result of the contractual relationship, shall be processed by Prisma for the main purpose of developing, maintaining, fulfilling and controlling such relationship.
16.2. The main legal basis legitimizing the processing of personal data is, therefore, performance of the Framework Agreement itself, and its purpose includes execution of the transactions requested by any means in order to provide the agreed Services. Prisma shall also carry out other processing related to activities that it is legally required to perform, such as those related to prevention of money laundering and terrorist financing.
Additionally, Prisma may carry out processing based on its own legitimate interest, such as preparing statistics in order to improve its tools and services or sending commercial communications, including by electronic means, to offer its own products and services similar to those contracted. Also based on legitimate interest, it may carry out processing to prevent transaction fraud, establishing identification mechanisms and password systems to protect the Client, as well as sending notices or alerts regarding the Client's activity to their mobile phone, email or any other means provided by the Client to Prisma for such purpose.
16.3. The Client and their authorized representatives must notify in writing any changes to their personal data as soon as they occur, in order to keep such data updated. Prisma shall not be liable for consequences that may arise for the Client due to lack of diligence in updating such data.
16.4. Prisma may disclose personal data related to the Client to the Bank of Spain, the Ministry of Economy and Finance, the Tax Agency, the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offences, as well as to statutory auditors, external experts in anti-money laundering matters and personal data protection auditors, to comply with its legal obligations. Although this is not a data transfer, in order to provide the requested Services, Prisma may disclose Client data to third-party companies acting as its providers, such as technology service providers, Collaborators or payment service providers. These processors shall access the Client's personal data following Prisma's instructions and may not, under any circumstances, use it for any purpose other than provision of the service and while maintaining the strictest confidentiality.
If the third parties to whom data may be disclosed process such data outside the European Economic Area, Prisma shall ensure that appropriate safeguards are established through legal mechanisms such as standard contractual clauses approved by the European Commission or adequacy decisions for secure data flows also adopted by the Commission.
16.5. Prisma shall only keep and retain the Client's information for the period necessary to fulfil the purpose for which it was collected, such as performance of the Framework Agreement, compliance with legal obligations imposed on it, and handling possible liabilities arising from the contractual relationship or the processing itself. Specifically, information collected to comply with obligations established under applicable anti-money laundering and counter-terrorist financing regulations shall be retained during the term of the contractual relationship and for an additional period of ten (10) years, counted from termination and end of the Framework Agreement or business relationship entered into with the Client. After such period, the data shall be deleted.
16.6. The Client and their authorized representatives may exercise their rights of access, rectification, restriction, objection, erasure, portability and objection by contacting Prisma and sending their request to the email address info@prismapay.com or by postal mail addressed to Prisma Payments, E.P., S.A., Calle Leganitos, 47 9th Floor, 28013 Madrid.
Likewise, both the Client and their authorized representatives are informed of the possibility of filing a complaint with the Spanish Data Protection Agency (www.aepd.es) if they do not consider the processing of their data satisfactory.
17.1. The Parties undertake to treat as confidential and to keep secret and restricted all Confidential Information, both during and after the term of the Framework Agreement. Confidential Information means any information or documentation exchanged by the Parties during preparation, negotiation or performance of the Framework Agreement, even when not expressly identified as such by the disclosing Party.
17.2. Accordingly, each party undertakes to strictly safeguard and protect all Confidential Information supplied by the other party in relation to the Framework Agreement, and not to disclose or provide it, in whole or in part, to any third party without the prior, express and written consent of the other party, except for collaborators, contractors, professionals and employees of each party who need to access the Confidential Information provided that they have previously signed a confidentiality undertaking with obligations similar or equivalent to those established in the Framework Agreement. Such consent shall also not be necessary when the obligation to provide or disclose such information is imposed by an administrative or judicial authority, by law or by final court judgment.
18.1. The Framework Agreement is of indefinite duration. Nevertheless, either party may terminate the Framework Agreement at any time by giving one (1) month's prior notice before the expected termination date.
18.2. Before contractual termination, Prisma shall complete all payment transactions that are pending, making available to the Client any balance in the payment account in the Client's favour, after payment of any applicable fees and expenses.
18.3. Prisma may propose any amendment to the contractual conditions with notice of not less than one (1) month (or two (2) months in the case of microenterprises) before the date on which the proposed amendment enters into force. The Client may accept or reject the amendments to the Framework Agreement before their proposed effective date by the same means by which they are notified. Notwithstanding the foregoing, any amendments that are unequivocally more favourable to the Client may be applied immediately, in which case the amendment of the conditions shall be deemed accepted by the Client if the Client does not notify Prisma of non-acceptance before the proposed effective date of the relevant amendment or condition.
18.4. If the Client is a microenterprise, (a) the Client may terminate the Framework Agreement at any time without any prior notice, in which case Prisma shall terminate it within twenty-four (24) hours from receipt of the Client's request, (b) the Client shall pay Prisma any agreed termination fees or expenses if the Framework Agreement has been in force for less than six months, and (c) the amendment of the conditions shall be deemed accepted by the Client if the Client does not notify Prisma of non-acceptance before the proposed effective date of the relevant condition, in which case the Client shall have the right to terminate the Framework Agreement free of charge and with effect at any time before the date on which the amendment would have applied, without prejudice to the provisions of letter (a) above.
19.1. The Framework Agreement is governed by ordinary Spanish law.
19.2. The Parties, waiving any alternative forum that may correspond to them, agree to submit any dispute related to the Framework Agreement to the exclusive jurisdiction of the courts and tribunals of the city of Madrid, such city being the place of performance of the obligations arising from the Framework Agreement.
19.3. Prisma has a customer service department to handle and resolve complaints and claims submitted by the Client in relation to the Framework Agreement or the Services in accordance with the provisions of the operating rules of such service, which are available on Prisma's website. The Client must contact such service before filing any complaint with the Bank of Spain.
The Client may access Prisma payment services through the technological interface provided by the Collaborator, RAND PROTOCOL S.L., with Tax Identification Number B42893925 (the “Collaborator”), in accordance with the Framework Agreement and this Annex. The Collaborator acts exclusively as provider of the technological environment through which the Client may interact with Prisma, limited to facilitating such access.
In no case does the Collaborator provide payment services in the name, on behalf or in representation of Prisma, nor does it participate in the execution of payment transactions, with Prisma being, in all cases, exclusively responsible for provision of the contracted services and the liability arising from them.
The Collaborator may facilitate the Client's access to the onboarding process for Prisma services through its interface and, for such purpose, may collect and transmit to Prisma the information and documentation that the Client provides for identification, due diligence and onboarding. Validation, verification and acceptance of the Client, as well as any decision regarding opening, maintaining, limiting or cancelling the payment account and the Services, shall in all cases correspond exclusively to Prisma.
The Collaborator shall not have the status of an authorized person on the Client's payment account, nor may it access, manage or use such account in its own name or on behalf of the Client. In particular, the Collaborator shall not be authorized to issue payment instructions or orders, authorize transactions, dispose of funds or execute transactions on behalf of the Client. Nevertheless, the Client may instruct Prisma, through the Collaborator's interface, to execute certain payment transactions in accordance with the Service functionalities. Such instructions shall be understood as given directly by the Client and shall be executed by Prisma, without the Collaborator having any independent decision-making or disposal capacity over the funds.
Likewise, Prisma may request directly from the Client, at any time, any additional information or documentation necessary for proper Client due diligence, data updates or compliance with applicable legal and contractual obligations.
The economic conditions applicable to the payment services provided by Prisma shall be determined and made available to the Client by Prisma, without prejudice to the Collaborator being able to communicate or display them for information purposes through its Interface.
Billing to the Client may be managed by the Collaborator.
For these purposes, the Collaborator shall limit itself to passing on to the Client the amounts corresponding to Prisma payment services, without this implying that it acts in the name or on behalf of Prisma, assumes functions inherent to a payment institution, or participates in the management or disposal of funds associated with such services.
In all cases, Prisma shall remain solely responsible for provision of payment services to the Client, while the Collaborator shall be responsible exclusively for the services it directly provides.
The Client acknowledges and accepts that any instruction, operation or transaction carried out through the Collaborator's Interface shall be understood as carried out directly by the Client before Prisma, provided it has been duly authenticated in accordance with the security procedures established for such purpose. Accordingly, such actions shall have full legal effect between the Client and Prisma, under the terms set out in the Framework Agreement. The Collaborator shall in all cases act as a mere technical channel for transmission of the Client's instructions, without participating in their content, validation or execution, and without assuming decision-making or disposal capacity over the funds.
The Client acknowledges that any contractual, commercial or economic relationship that they may maintain with the Collaborator is independent from the contractual relationship established with Prisma in relation to payment services. The Collaborator does not act as Prisma's agent or payment service provider, nor is it authorized to bind Prisma before the Client. Without prejudice to the foregoing, Prisma shall not be liable for the Collaborator's own services provided outside the scope of payment services, without limiting Prisma's liability for correct provision of such services in accordance with applicable regulations.