As amended or restated from time to time, these are the “Terms and Conditions”.
These Terms and Conditions apply to the appointment of one or more Supplementary Cardholders and one or more Authorised Users, as applicable, and amend and replace any existing Supplemental Cardholder terms and conditions that apply to an Account.
Part A of these Terms and Conditions applies to the business and the representative of the business (the “Representative”), and also covers the main operational terms. Part B of these Terms and Conditions applies to each individual Supplementary Cardholder and Authorised User. Part C of these Terms and Conditions sets out the defined terms that apply to both Part A and Part B.
Interpreting these Terms and Conditions
Defined terms that are used in these Terms and Conditions have the meaning given to them in the ‘Defined Terms’ section at the end of these Terms and Conditions.
By enabling one or more Supplementary Cardholders or Authorised Users in respect of the Account (each, an “Appointment”), it is acknowledged and agreed that:
Governing terms. (1) The person making the Appointment is either the Representative and a Guarantor in relation to the Account, and has the power and authority to bind the business (“you” and “your”) to these Terms and Conditions or (2) is an Authorised User who is authorised to make such appointment on behalf of the business.
And you acknowledge and agree that these Terms and Conditions will apply in respect of each Appointment, each Supplementary Cardholder and Supplementary Card use, and each Authorised Users and the Authorised Activities.
To the extent applicable, the terms of your Revolving Credit Facility Agreement also govern the use of the Account, any Card, and the Authorised Activities. This includes, for example, limits on utilising the Account, the requirement that the Account is used only for business purposes, the accrual of interest, fees and charges, and when we may suspend or terminate the Account and Card use.
Continuation of a Guarantee. If and to the extent that there are any Guarantees in relation to your Account, each Guarantor acknowledges and agrees that the Guarantee it gives in relation to your Account shall continue in full force and effect, and each Guarantor shall be liable for any acts or omissions of any Supplement Cardholder and Authorised User in accordance with the terms of its Guarantee.
Appointment. Each person appointed as a Supplementary Cardholder and/or Authorised User is acting on your behalf and as your agent on the Account, and in relation to Authorised Users, your agent to receive or carry out the applicable Authorised Activities.
If provided for in the applicable tier of Authorised Activities, Authorised Users may appoint additional authorised users, who will become Authorised Users in their own right. A Supplementary Cardholder may not appoint additional supplementary cardholders.
A Supplementary Cardholder may also be an Authorised User, and vice versa.
Each Supplementary Cardholder and each Authorised User must be at least 18 years old. And each Supplementary Cardholder must be connected to the business (for example, as an employee, a director or a business partner of the business).
Activation of an Authorised User and Supplementary Cardholder. Once you try to appoint a Supplementary Cardholder or an Authorised User, we will send them a link, which will contain your business name and details related to the Account. In order to issue their Supplementary Card or activate them as an Authorised User, we need them to follow the link and complete details form. Please let them know this link is coming.
Your responsibility for Supplementary Cardholders and Authorised Users. You acknowledge and agree that you are bound by, and ratify, all acts or omissions carried out by each Supplementary Cardholder and each Authorised User, and that you are responsible for those acts and omissions. This responsibility includes, for example:
- For all card spend and card use by a Supplementary Cardholder
- For all drawdowns or cash transfers initiated by an Authorised User
- For all charges incurred by a Supplementary Cardholder or Authorised User
Indemnity. You are responsible for all acts or omissions of each Supplementary Cardholder and each Authorised User including, without limitation, any Authorised Activities and any fraudulent acts of any Authorised User or Supplementary Cardholder. You agree to hold us harmless in respect of these. You are also responsible for all reasonable costs of any legal action taken to enforce these Terms and Conditions.
Account security. You, each Supplementary Cardholder and each Authorised User (respectively) are responsible for safeguarding the Account and any password and security details and credentials that relate to your Account, a Supplementary Card, and Authorised Activities. These details must not be shared or disclosed to any third party. You, each Supplementary Cardholder and each Authorised User must notify us immediately upon becoming aware of any breach of security or unauthorised use of the Account, a Supplementary Card or Authorised Activities.
Rewards. Rewards points (and/or their equivalents, if any) belong to your Account, irrespective of how they were accrued or earned. Separate rewards points and their equivalent (if any) do not accrue and are not earned separately on each card or in respect of each Authorised Activity. Rewards points are governed by our rewards terms and conditions that are in effect from time to time.
Instructions and notices. Without further enquiry or investigation, we are entitled to rely on the instructions and notices we receive from an Authorised User in respect of your Account, or a Supplementary Cardholder in respect of their Supplementary Card.
If there is any conflict between notices or instructions we receive from the Representative on the one hand, and an Authorised User or a Supplementary Cardholder on the other hand , where reasonably possible, we will act (or refuse to act) in accordance with the notices or instructions of the Representative. If there is any conflict between the notices or instructions we receive between different Authorised Users, different Supplementary Cardholders, or Authorised Users and Supplementary Cardholders, we may, in our sole and absolute discretion, act (or refuse to act) in accordance with the notice or instructions received from any of them.
We are entitled to give any notices or demands to be made to you in respect of your Account to an Authorised User and you shall be bound as though you have received the relevant notice or demand directly.
Removal of a Supplementary Cardholder and an Authorised User. We reserve the right, in our sole and absolute discretion, to immediately remove, suspend (temporarily or permanently), or restrict the activities of any Supplementary Cardholder and Authorised User in respect of your Account. You may remove a Supplementary Cardholder and Authorised User by giving us not less than five business days’ notice.
Communications. By appointing an Authorised User, you confirm that we may communicate with such Authorised User in relation to your Account and any Authorised Activities; this includes (without limitation) sharing any personal data held in connection with your Account.
Where we communicate with an Authorised User, this has the same effect as if we had communicated with you directly. We may speak to a Supplemental Cardholder about one or more specific transactions in relation to the Supplementary Card and Supplementary Card use. Other than that, for security reasons, we cannot speak to a Supplementary Cardholder about your Account, unless you have informed us that you are happy for us to do so.
Limitation of our liability. We will have no liability whatsoever to you, any Authorised User and any Supplementary Cardholder, for acting (or refusing to act) in accordance with the notices or instructions received from an Authorised User or Supplementary Cardholder. The section of your Revolving Credit Facility Agreement labelled ‘Our responsibility to each other’ also applies to the actions of each Authorised User and each Supplementary Cardholder as if it were expressly included here.
Acceptance by each Authorised User and each Supplementary Cardholder. By using a Supplementary Card and/or carrying out an Authorised Activity (as applicable), each Authorised User and each Supplementary Cardholder (from this point on “you” and “your”), agrees to be bound by these Terms and Conditions (including, in accordance with Part A of these Terms and Conditions), and the applicable provisions of any documents and terms and conditions referred to in them (as each may be amended or supplemented from time to time). And in particular, acknowledges and agrees:
Appointment - To act as a Supplementary Cardholder and/or Authorised User (as applicable) in accordance with the Terms and Conditions, that you are acting as agent in respect of business related to the Account, that you are at least 18 years old, and (in the case of Supplementary Cardholders only) that you are connected to the business in respect of the Account.
Account security - To safeguard the Account and any password and security details and credentials that relate to the Account, a Supplementary Card, and Authorised Activities, that these details must not be shared or disclosed to any third party, and to notify us immediately upon becoming aware of any breach of security or unauthorised use of the Account, a Supplementary Card or Authorised Activities.
Rewards - Any rewards points (and/or their equivalents) belong to the Account, irrespective of how they were accrued or earned, and not individually to any Card or Supplementary Card. And that the ‘Rewards’ section above governs rewards points (and/or their equivalents) in respect of Supplementary Cards and Supplementary Cardholders, and Authorised Activities and Authorised User.
Instructions and notices - We will act on your instructions and notices in accordance with the section ‘Instructions and notices’ set out above.
Limitation of Liability - Our limitation of liability, as set out in the section ‘Limitation of Liability’ above.
Capitalised terms used in these Terms and Conditions have the meanings given to them in the Revolving Credit Facility Agreement and Guarantee, unless they are separately defined in these Terms and Conditions. If there’s a conflict between defined terms as set out in these Terms and Conditions, the Revolving Credit Agreement, and a Guarantee, then the order of priority is: (1) these Terms and Conditions, (2) a Guarantee, and (3) the Revolving Credit Facility Agreement.
Authorised User means a person appointed as an “Authorised User” either through the Customer Portal or by any other means we may accept (in our sole and absolute discretion) in relation to the Account, unless and until such appointment is revoked.
Authorised Activities means, in respect of each Authorised User, the relevant tier of activities selected from time to time.
Guarantee means a personal guarantee agreement entered into in connection with the Account, as amended or restated from time to time.
Revolving Credit Facility Agreement means the revolving credit facility agreement entered into in respect of the Account, as amended or restated from time to time.
Supplementary Card means the Card granted to a Supplementary Cardholder.
Supplementary Cardholder means each person appointed to have a supplementary card in relation to the Account, unless and until such appointment is revoked.