Last updated [04/21/2023]
This Supplemental Agreement (as amended and/or replaced from time-to-time, the “Supplemental Agreement”) is an agreement between the Business, each Administrator, each Accountant, and each Supplementary Cardholder, and any other Account operative role we may enable from time to time (each such other Account operative role, an “Authorized User"), and WebBank.
This Supplemental Agreement supplements the terms in the Capital on Tap Business Credit Card Agreement and amends and replaces any existing Supplementary Cardholder Agreement that apply in respect of the Account. We may change or update this Supplemental Agreement from time to time by posting the updated Supplemental Agreement [__________], and your subsequent use of the Cards or the performance of any activities described in this Supplemental Agreement shall constitute your agreement to such updated Supplemental Agreement.
Part A of this Supplemental Agreement applies to the Business, the Representative, and the Guarantor, and covers the main operational terms. Part B of this Supplemental Agreement applies to each person that is an Administrator, Accountant, Supplementary Cardholder and Authorized User. Part C of this Supplemental Agreement sets out the defined terms that apply to both Part A and Part B.
By enabling one or more of an Administrator, Accountant, Supplementary Cardholder or Authorized User 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 (the Business being “you” and “your”) to the Supplemental Agreement or (2) is an Administrator, Accountant or Authorized User who is authorized to make such appointment on behalf of the Business.
You acknowledge and agree that this Supplemental Agreement will apply in respect of each Appointment and (as applicable) Supplementary Card use and the Authorized Activities.
The terms of your Capital on Tap Business Credit Card Agreement (as amended and/or restated from time-to-time) also govern the use of the Account, any Card, and the Authorized Activities. This includes, for example, limits on utilizing the Account, the requirement that the Account is used only for business purposes and not for personal, family or household purposes, the accrual of interest, fees and charges, and when we may suspend or terminate the Account and Card use.
Continuation of the Guaranty. If and to the extent that there is a Guaranty in relation to your Account, the Guarantor acknowledges and agrees that the Guaranty shall continue in full force and effect, and each Guarantor shall be liable for any acts or omissions of the Business and any Administrator, Accountant, Supplementary Cardholder, and Authorized User in accordance with the terms of the Guaranty.
Appointment. Each person appointed as an Administrator, Accountant, Supplementary Cardholder and/or Authorized User is acting on your behalf and as your agent on the Account, and (as applicable) is your agent to receive or carry out the applicable Authorized Activities.
If provided for in the applicable tier of Authorized Activities, an Administrator, Accountant or Authorized User may appoint additional administrators, accountants or authorized users, who will become Administrators, Accountants or Authorized Users in their own right. A Supplementary Cardholder may not appoint additional or replacement supplementary cardholders or Administrators, Accountants, or Authorized Users when acting in their Supplementary Cardholder capacity.
A Supplementary Cardholder may also be an Administrator, Accountant or Authorized User, and vice versa.
Each Administrator, Accountant, Supplementary Cardholder and Authorized User must be at least 18 years old. Each Supplementary Cardholder must be connected to your Business (for example, as an employee, a director or a business partner of your business etc).
Activation of an Administrator, Accountant, Supplementary Cardholder and Authorized User. Once you elect to appoint an Administrator, an Accountant, a Supplementary Cardholder or an Authorized User, we will send them a link, which will contain (amongst other things) your business name and details related to the Account. In order to issue their Supplementary Card or activate them as an Administrator, Accountant, and/or Authorized User (as applicable), we need them to follow the link and complete the details form. Please let them know this link is coming.
Your responsibility for Administrators, Accountants, Supplementary Cardholders and Authorized Users. You acknowledge and agree that you are bound by, and ratify, all acts or omissions carried out by each Administrator, Accountant, Supplementary Cardholder and Authorized 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 Administrator, Accountant, Supplementary Cardholder and Authorized User including, without limitation, any Supplementary Card use, Authorized Activities and any fraudulent acts of any of them. You agree to hold us harmless in respect of these acts or omissions. You are also responsible for all costs incurred in connection with enforcing any provision of this Supplemental Agreement, including any reasonably attorneys’ fees in legal proceedings and court costs (to the extent not prohibited by applicable law).
Rewards. Rewards points (and/or their equivalents, if any) belong to the Account only, 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 Authorized Activity. Rewards points are governed by our rewards program supplement terms that are in effect from time-to-time.
Instructions and notices. Without further inquiry or investigation, we are entitled to rely on the instructions and notices we receive from an Administrator, Accountant and Authorized User in respect of your Account, and 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 Administrator, Accountant, Supplementary Cardholder or Authorized User 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 any Administrators, Accountants, Authorized 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 any Administrator or Authorized User, and you shall be bound as though you have received the relevant notice or demand directly.
Removal of an Administrator, Accountant, Supplementary Cardholder and Authorized User. We reserve the right, in our sole and absolute discretion, to immediately remove, suspend (temporarily or permanently), or restrict the activities of any Administrator, Accountant, Supplementary Cardholder and Authorized User in respect of your Account. You may remove an Administrator, Accountant, Supplementary Cardholder and Authorized User by giving us not less than five business days’ notice.
You may remove an Administrator, Accountant, Supplementary Cardholder and Authorized User, or restrict their respective Authorized Activities in your Online Portal or you can email us at support@capitalontap.com, or call us at 833-972-1323. The revocation will not take effect until we have a reasonable opportunity to act on it.
Communications. By appointing an Administrator, Accountant or Authorized User, you confirm that we may communicate with such individual in relation to your Account and any Authorized Activities; this includes (without limitation) sharing any personally identifiable information held in connection with your Account.
Where we communicate with an Administrator, Accountant or Authorized 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 we may do so.
We will process their information in accordance with the Capital on Tap Customer Privacy Policy in effect from time to time (available on the website here).
Limitation of our liability. We will have no liability whatsoever to you, any Administrator, Accountant, Authorized User or Supplementary Cardholder, for acting (or refusing to act) in accordance with the notices or instructions received from any of them.
Acceptance by each Administrator, Accountant, Supplementary Cardholder and Authorized User. By using a Supplementary Card and/or carrying out an Authorized Activity (as applicable) or by accepting the appointment as such, each Administrator, Accountant, Authorized User and Supplementary Cardholder (from this point on “you” and “your”), agree to be bound by this Supplemental Agreement (other than Part A), 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 Administrator, Accountant, Supplementary Cardholder and/or Authorized User (as applicable), as agent for the Business related to the Account, in accordance with the Supplemental Agreement (including, in accordance with Part A of the Supplemental Agreement).
Capital on Tap Business Credit Card Agreement. That you have received, read and understood the Capital on Tap Business Credit Card Agreement (available on the website https://www.capitalontap.com/us/legal/business-credit-card-agreement/), and acknowledge and agree to act in accordance with the terms of the Capital on Tap Business Credit Card Agreement, which includes (without limitation) requirements to use the Account solely for commercial or business purposes and not for personal, family or household purposes; that you are at least 18 years old; limits on utilizing the Account; the accrual of interest, fees and charges; and when we may suspend or terminate the Account and any Card.
Authority. To the extent that you use a Card, the Account, or perform any of the Authorized Activities, you represent and warrant that you have been appointed by the Business and have the authority granted to you by the Business in relation to the same. Further, you agree that you will not engage in any activity that you do not have express authority granted to you by the Business, regardless of whether the activity is authorized by us.
Account security. To safeguard the Account and any password and security details and credentials that relate to the Account, a Supplementary Card, and Authorized 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 unauthorized use of the Account, a Supplementary Card or Authorized 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 Authorized Activities.
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: (i) 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, carrying out the Authorized Activities and in respect of the Supplementary Card (as applicable); and (ii) that you consent to receive all notices from us electronically through phone call, email, and text message, and represent that you have the capability to receive the required notices in those formats.
Privacy. That you have read and understood the Capital on Tap Customer Privacy Policy in effect from time to time (available on the website https://www.capitalontap.com/us/legal/capital-on-tap-customer-privacy-policy/), and understand that we may carry out identity checks on you, and will process your information, including any personally identifiable information, in accordance with the privacy policy.
Monitoring. We may monitor and record any calls and online chat discussions between us.
Other Terms. That, to the extent applicable, you have read and understood the Mobile Terms of Service in effect from time to time (available on the website https://www.capitalontap.com/us/legal/mobile-terms-of-service/) and Digital Wallet Terms of Use in effect from time to time (available on the website https://www.capitalontap.com/us/legal/digital-wallet-terms-of-use/).
Use of information by Administrator, Accountant, Supplementary Cardholder, and Authorized User. That you will only use the information obtained in your role, including all Cardholders’ personal information belonging to another and transactional information, solely in connection with your duties in relation to the Account or for internal use by the Business. For the avoidance of doubt, you will not use such information for marketing purposes or provide it to third parties, unless as required by law or expressly permitted as an Authorized Activity.
Our limitation of liability. Our limitation of liability, as set out in the section ‘Limitation of Liability’ above.
In addition, each Supplementary Cardholder (only) agrees that you are connected to the Business in respect of the Account (e.g. as an employee, director, business partner of the Business etc), and that Cards may not be used to make purchases from the Business or the Business’ own acquiring terminal.
Who is the Administrator or Authorized User.
The Administrator or Authorized User is the person appointed by the Business, as the Business’ agent, to manage the Account, and who may be authorized to access Account information and make changes to the Account.
What Actions the Administrator and Authorized User May Take.
An Administrator and Authorized User may conduct the Authorized Activities in relation to the Account as set out in the Online Portal. To the extent selected and available, this may include (for example) the ability to: make payments on behalf of the Business; monitor and manage the Business’s Account activity and statements; add, remove, manage Cardholders; order new and replacement Cards for Cardholders; cancel Cards; assign and modify spend controls; request credit limit increases; review and approve reimbursement requests; authorize transactions on behalf of the Business and Cardholders; run reports and statements; connect linked accounts; and provide and update Business information and Cardholder personal information
What Information the Administrator and Authorized User Can Receive.
An Administrator and Authorized User may receive Cardholders’ personal information, including name, phone number, and email. An Administrator and an Authorized User may also receive information related to the Account, including details of the transactions, and notices about the Account’s activity, payments, and legal terms.
Who is the Accountant.
The Accountant is the person appointed by the Business, as the Business’ agent, who may be authorized to access the Account information and utilize such information for internal purposes.
What Actions the Accountant May Take. The Accountant may conduct the Authorized Activities in relation to the Account as set out in the Online Portal. To the extent selected and available, this may include (for example) the ability to: view Account information; view details of transactions on the Account (including use of the Card by Cardholders); make payments on behalf of the Business on the Account; and run reports and statements.
What Information the Accountant Can View.
The Accountant may have access to Cardholders’ personal information, including name, phone number, and email. The Accountant may also have access to information related to the Account, including details of the transactions, and notices about the Account’s activity, payments, and legal terms.
Defined Terms.
Capitalized terms used in this Supplemental Agreement have the meanings given to them in the Capital on Tap Business Credit Card Agreement and Guaranty, unless they are separately defined in this Supplemental Agreement. If there’s a conflict between defined terms as set out in this Supplemental Agreement, the Capital on Tap Business Credit Card Agreement, and the Guaranty, then the order of priority is: (1) this Supplemental Agreement, (2) the Guaranty, and (3) the Capital on Tap Business Credit Card Agreement.
Authorized Activities means, in respect of each Administrator, Account and Authorized User, the relevant tier of activities selected from time to time.
Capital on Tap Business Credit Card Agreement means the business credit card agreement entered into in respect of the Account, as amended or restated from time to time.
Guaranty means the personal guaranty agreement entered into in connection with 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 we issue a supplementary card in relation to the Account, unless and until such Card is revoked.