Last updated: 5th December 2024
As amended or restated from time to time, these are the “Authorised User Terms and Conditions”.
These Authorised User Terms and Conditions apply to the appointment of one or more 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 Authorised User 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 Authorised User Terms and Conditions applies to each individual Cardholder and Authorised User, as applicable. Part C of these Authorised User Terms and Conditions sets out the defined terms that apply in these Authorised User Terms and Conditions.
By enabling one or more Cardholders and or Authorised Users in respect of the Account (each, an “Appointment”), it is acknowledged and agreed that:
Governing terms. The person making the Appointment is either (1) the Representative or a Guarantor in relation to the Account, and has the power and authority to bind the business (“you” and “your”) to these Authorised User Terms and Conditions or (2) an Authorised User who is authorised to make such Appointment on behalf of the business.
You acknowledge and agree that these Authorised User Terms and Conditions will apply in respect of each Appointment, each Cardholder and Supplementary Card use, and each Authorised User 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 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 Cardholder and or Authorised User in accordance with the terms of its Guarantee.
Appointment. Each person appointed as a 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 Cardholder may not appoint additional cardholders.
An Authorised User may also be a Cardholder.
Each Cardholder and each Authorised User must be at least 18 years old. And each Authorised User and or Cardholder, as applicable, 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 Cardholder. Once you appoint a 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 the details form. Please let them know this link is coming.
Your responsibility for Cardholders and Authorised Users. You acknowledge and agree that you are bound by, and ratify, all acts or omissions carried out by each Cardholder and each Authorised User, and that you are responsible for those acts and omissions. This responsibility includes, for example:
Indemnity. You are responsible for all acts or omissions of each Cardholder and each Authorised User including, without limitation, any Authorised Activities and any fraudulent acts of any Authorised User or 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 Authorised User Terms and Conditions.
Account security. You, each 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 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. Points (as that term is defined under the Rewards Terms and Conditions) (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 Supplementary Card or in respect of each Authorised Activity. 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 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 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 Cardholders, or Authorised Users and 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 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 Cardholder and any Authorised User in respect of your Account. You may remove a Cardholder and or Authorised User by giving us not less than five business days’ notice. If a person is both a Cardholder and an Authorised User, then:
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 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 Cardholder about your Account, unless you have informed us that you are happy for us to do so.
Each Authorised User and each Cardholder gives us their explicit consent to us accessing, processing, and retaining their personal information for the purposes of providing the Account and related services to you, including the Authorised Activities and the Supplementary Card (as applicable). We will process their personal information in accordance with our privacy policy in effect from time to time.
Limitation of our liability. We will have no liability whatsoever to you, any Authorised User and any Cardholder, for acting (or refusing to act) in accordance with the notices or instructions received from an Authorised User or 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 Cardholder as if it were expressly included here.
Acceptance by each Authorised User and each Cardholder. By using a Supplementary Card and/or carrying out an Authorised Activity (as applicable), each Authorised User and each Cardholder (from this point on “you” and “your”), agrees to be bound by these Authorised User Terms and Conditions (including, in accordance with Part A of these Authorised User 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 Cardholder and/or Authorised User (as applicable) in accordance with the Authorised User Terms and Conditions, that you are acting as agent in respect of the business related to the Account, that you are at least 18 years old, and (in the case of 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 Points (and/or their equivalents) belong to the Account, irrespective of how they were accrued or earned, and not individually to any Cardholder or Supplementary Card. And that the ‘Rewards’ section above governs Points (and/or their equivalents) in respect of Supplementary Cards and 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.
Communications - That we may communicate with you in accordance with section ‘Communications’ set out above, and specifically, that you give us your explicit consent to us accessing, processing, and retaining your personal information for the purposes of providing the Account and related services to the business related to the Account, carrying out the Authorised Activities and in respect of the Supplementary Card (as applicable). And that we will process your personal information in accordance with our privacy policy in effect from time to time.
Limitation of Liability - Our limitation of liability, as set out in the section ‘Limitation of our Liability’ above.
Defined Terms.
Capitalised terms used in these Authorised User Terms and Conditions have the meanings given to them in the Revolving Credit Facility Agreement and Guarantee, unless they are separately defined in these Authorised User Terms and Conditions. If there’s a conflict between defined terms as set out in these Authorised User Terms and Conditions, the Revolving Credit Facility Agreement, and a Guarantee, then the order of priority is: (1) these Authorised User Terms and Conditions, (2) a Guarantee, and (3) the Revolving Credit Facility Agreement.
Authorised User means a person appointed as an “Administrator”, “Employee” or “Accountant” (or such other roles and or titles we may make available) either through the Online Portal or by any other means we may accept (in our sole and absolute discretion) in relation to the Account, with such permissions which may be set out in the Online Portal, 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.
Cardholder means each person appointed to have a Supplementary Card in relation to the Account, unless and until such appointment is revoked.
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 Cardholder.