By signing below, you acknowledge and certify that:

1) all of the information below is complete and accurate and you authorize Issuer to check with credit reporting agencies, credit references and other sources we deem appropriate in investigating the information given;

2) you agree that the terms of use of the account and/or card(s) shall be governed by the AMG MasterCard® Card Program Terms and Conditions (the “Agreement”);

3) the person signing below is either a proprietor, general partner or officer of the company with authority to enter into the Agreement; 4) you shall provide financial statements for the last two (2) years;

5) Issuer may review the personal credit of the undersigned if this application is for a partnership or a proprietorship to make a credit decision and a consumer report of the undersigned may be obtained. Direct inquiries of employers and businesses where the undersigned maintains accounts may also be made; and

6) in the event you do not meet your obligations under the Agreement, Issuer may report your liability for and the status of the account to credit bureaus and others who may lawfully receive such information. 

 

In addition Company understands that the Issuer may require a guarantee, letter of credit, surety bond, or other acceptable form of security in order for Company to receive credit.  Company also understands that credit on this Account, once approved, will be extended by Issuer and there is no binding contract until the Issuer approves Company’s application for credit.

Subject to the terms of your AMG MasterCard® Card Program Terms and Conditions, and acceptance of your application by Issuer, Issuer shall arrange for issuance and the establishment of an account using our virtual card web based solution which allows you to request single use card numbers through our web services to use to pay your suppliers and vendors that accept MasterCard as payment.  

 

Service and Billing Terms: 
Billing and financial terms are subject to final credit approval by Issuer.  All payments due upon receipt by the payment due date provided on your billing statement which is based on final credit approval by Issuer (subject to a five (5) day grace period for billing cycles of Weekly or longer).

 

Payment Method:
Company will remit all funds (in full) due to AMG using the remittance method selected above and defined as follows: (a) “Debit ACH” refers to a debit initiated by AMG (via Automated Clearing House or other electronic means) against an account designated by Company; (b) “Credit ACH” refers to a credit initiated by Company, at its own expense, (via Automated Clearing House or other electronic means) to an account designated by AMG. (c) “Wire Transfer” refers to a wire transfer initiated by Company, at its own expense, to an account designated by AMG. (2) Company is required to send or transmit its AMG Account Number with each payment. (3) AMG shall apply all payments beginning with the oldest invoiced amounts through the most recently invoiced amounts. (4) If a payment is returned or rejected, AMG, at its sole discretion, may reduce or cancel Company’s available credit limit, assess a return payment fee, and reserves the right to modify the remittance method and frequency.

 

INFORMATION SHARING DISCLOSURE: 
Issuer or its affiliates may, to the extent allowed by law, share information disclosed by or generated as a result of this application with each other, and with merchants accepting the card as well as MasterCard International. In addition, information regarding your transactions may be provided to accepting merchants or their service providers to facilitate discounts or other promotional campaigns of interest to you. 

 

AMG MasterCard® Card Program Terms and Conditions

These AMG MasterCard® Card Program Terms and Conditions (the "Agreement") “we”, “our”, “us”,and “Issuer” mean AMG.  “You”, “your” and “Company” means the corporation, partnership, limited liability company, sole proprietorship, or other business entity which has applied for or which has accepted a MasterCard charge card account with us.  Use of any cards or accounts issued to you by us is deemed acceptance of the terms contained herein.  This Agreement does not modify any other credit agreement you may have with us.

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1.  Definitions. The below words have the following meanings:

• “Account(s)” means the charge card credit line extended to Company by Issuer which uses a network provided by the card association such as MasterCard or Visa. An Account may be evidenced by a plastic card, account number or other approved payment device.

• “Account User” means the Company or any other entity or individual authorized to use an Account or Cards. 

• “Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in Utah are generally authorized or required by law or executive order to close.

• “Controls” are a set of authorization tools designed to assist Company with managing purchases.

•  “MCC” means Merchant Category Code.

• “PIN” means the identification number associated with an Account User or Account number. 

• “Transaction” means the use of the Account to buy goods or services at accepting merchants.  

• “Unauthorized Transaction” means a Transaction made on an Account by any person or entity other than an Account User.

 

2. Credit Limits and Accounts.

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2.1. Issuer at its sole discretion may extend credit and establish Account(s) for Company’s use.  Such Accounts may be used only by the Company or its Account Users and may not be transferred to another user, person or entity without prior consent from Issuer.  
2.2. If requested, Company agrees to furnish Issuer copies of its official and finalized financial statements, as well as other applicable financial information, as soon as available, but no later than 120 days following the end of each of its fiscal years.  The financial statements shall have been prepared consistently year over year and shall be in accordance with the books and records of Company.  Any financial information submitted shall be kept strictly confidential by Issuer.
2.3. Account Users can make purchases on the Account up to the credit limit that is assigned by Issuer. The credit limit for each billing account appears on the billing statement and can be monitored daily via the online portal.  Company agrees not to exceed its total credit limit.  Issuer may change the credit limit of an Account User or the Company without prior notice. Issuer will use its best efforts to provide advance notice of any changes to the credit limit. If Issuer permits or has previously permitted Company to exceed its credit limit, it does not mean that Issuer will permit Company to exceed its credit limit again.
2.4. Issuer may suspend an Account or refuse to authorize any Transaction in its sole discretion and specifically in the event that:  (i) any balance is past due; and/or (ii) the amount of the Transaction plus the outstanding balance (including Transactions authorized but not yet posted) exceeds the credit limit.  Company shall, immediately upon request, pay the amount over the limit and any associated fees or the entire balance due on the Account.  Nothing contained in this Agreement prevents Company or an Account User from requesting an increase or decrease of the credit limit.
2.5. Company shall designate its Account Users as well as those contacts authorized to:  (i) provide Issuer with the information necessary to establish and maintain Account(s), cards or other payment devices including internet based services, and as applicable, PINs; (ii) provide all Account User and other information; (iii) receive all Account numbers, cards or reports; (iv) receive other Account information; and (v) select additional products and/or services that may be offered.  Company will provide notice of any change or removal of any contact or Account User either in writing, by telephoning Issuer’s customer service department or through Issuer’s online system.  Company remains liable for any unauthorized use until Issuer receives notice of any change in or removal of any Account User or contact.  Issuer is authorized to take instruction from any Account User or contact with apparent authority to act on Company’s behalf.  Unless Company reports any errors in Account information or Cards, Issuer is entitled to rely on that information for servicing the Account.
 2.6. Company is responsible for notifying Issuer of any revocation of any Account User’s authority and shall remain liable for Transactions made by an Account User until notice of revocation of authority is received by Issuer.  Company agrees that use of an approved payment device or card and the applicable PIN or use of an Account number through the online system associated with a valid user name is deemed authorized use of the Account.  Company assumes all risk if Company chooses to leave a card or account number with a merchant for use by its Account Users.  Company agrees to keep PINs and other security codes such as passwords confidential and to provide for its employees or Account Users to not disclose any PIN.  If Account Users or other employees disclose such codes to third parties, or write them on a card or other access device, then Company is liable for any fraudulent use that may result even if the disclosure is inadvertent or unintentional. 
2.7. This Agreement is for the provision of commercial credit and as such, Accounts will only be used for the purchase of products and services for business or commercial purposes and not for personal, family or household purposes. Purchases of lottery tickets or other games of chance, including Internet gambling charges are prohibited.  Company agrees that Company’s use of the Accounts is deemed acceptance of this Agreement.  
2.8. Issuer is not responsible in the event a merchant does not accept or honor a card or Account number as payment.
2.9 Additional disclosures as to the features and functionality of any such online account access services provided through Issuer’s online system may be provided via the online system and Company has access to review such disclosures prior to using the specific feature. Both parties agree to implement and maintain security measures that meet or exceed all legal requirements and industry security standards. Each party shall remain liable for any data corruption, loss or unauthorized Account access that can be specifically attributed to the Company’s or the Company’s Account Users use of the system. 
 

3. Controls. Company may request that Controls be applied to its Account(s).  
 

3.1. Issuer will use MCCs to establish Controls in accordance with Company’s elections.  The MCCs are elected by the merchant and assigned by the card association.  Issuer shall have no responsibility for inappropriate MCC assignments unless Issuer applied the wrong MCC code to an Account.  
3.2. Issuer shall use reasonable efforts to deny requests for Transaction authorizations that fall outside the selected MCC or Control parameters; however, Company remains responsible for payment in full for Transactions that fall outside of the MCC or Control parameters selected. The existence and/or use of Controls will not affect Company’s liability for Unauthorized Transactions in certain circumstances and is more fully described in the guidance information provided when you make your Control elections. Only transactions submitted for authorization are subject to Controls and those Controls can only be enforced when the merchant provides sufficient information as part of the authorization. 
3.3. Issuer may, in its sole discretion, at any time, without prior notice, modify Controls for the purpose of, among others, aiding in the prevention of suspected fraudulent activity.  Issuer shall notify Company after any modification is made.  Company agrees it is responsible for reviewing fraud control data provided by Issuer, for the purpose of detecting fraud that may occur within Control parameters.

 

4.  Reports and Other Product Features.

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Issuer provides Transaction data for each Account to the Company as transmitted by merchants. Issuer will report the data received from merchants and as such is not liable for the accuracy or completeness of the data received, posted or contained in any reports, data services or other information services provided.  Issuer shall only be liable for any inaccuracy in reporting solely caused by Issuer’s negligence in preparing such reports.  In addition, Company understands that in the event an error is identified in a report, such as an incorrect product code, Company is still liable for the Transaction, but may follow the dispute process to obtain clarifying information.
 

5. Payment Promise.

5.1. Company agrees to pay and/or perform:  (i) fees listed on the attached Fee Schedule; (ii) all amounts due for Transactions; and (iii) any and all costs (including reasonable attorneys’ fees) incurred in enforcing Company’s obligations in this Agreement by the payment due date established by Issuer and provided on your billing statement.  If the payment due date falls on a non-Business Day, payment is due on the Business Day before the payment due date.
5.2 Some customers, based upon Issuer’s credit review, may be required to make payment more frequently or Company may elect a shorter billing or payment cycle. These customers will receive alternate terms in writing.  
 

6. Late Fees.

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Late fees will be assessed at a periodic rate of $75.00 plus 6.99% of the unpaid balance (excluding any amounts previously invoiced and outstanding and previous late fees that have been applied), not to exceed $2,500 per late payment, or as allowed by law. 
 

7.  Application of Payments and Early Payments.

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Payments will be applied first to unpaid late fees and then to the unpaid balances.  Company or an Account User, as applicable, may pay its Account balance or a portion of it, at any time prior to its due date without penalty.  Issuer may apply any unpaid late fees against any amount due to or from Company.
 

8.  Disputed Amounts. 
 

8.1. Company shall use its best efforts to resolve all business-to-business purchase disputes directly with the relevant merchants, particularly such disputes arising out of purchase price discrepancies or quality, warranty, or performance issues.  
8.2. All charges must be paid in full regardless of disputes.  Charges must be disputed in writing no later than sixty (60) days from the billing date or they will be considered final and binding.  Company may dispute an amount reflected on a billing statement if:  (i) the amount does not reflect the face value of the Transaction; (ii) the amount being disputed is a fee that is not properly accrued under this Agreement; or (iii) Company does not believe it is liable for that amount.  
8.3. Certain Transactions in dispute may qualify for charge back to the merchant due to fraud or other circumstances in which the merchant may be liable.  Issuer shall attempt to charge the Transaction back to the merchant in accordance with card association rules and regulations. Any accepted charge back will be credited to the relevant Account.  The Company will be liable for the Transaction if the disputed item cannot be charged back to the merchant.
 

9. Notice of Loss, Theft or Unauthorized Use.

 

In the event that Company or an Account User knows of or suspects the loss, theft or possible unauthorized use of a card or Account or if Company would like to terminate an Account User, Issuer must be immediately notified by calling 1-877-557-6415 or by using the online system to cancel the card.
 

10. Unauthorized Use and Unauthorized Transactions.  
 

10.1. Except as otherwise expressly provided below, Company will be liable to Issuer for all unauthorized use or Unauthorized Transactions that occur if: (i) a card is lost or stolen and Company does not give immediate notice to Issuer as provided in Section 9 of this Agreement and in accordance with card association rules and regulations; (ii)  if an Account number is otherwise compromised, (iii) such use or suspected use occurs as a result of the Company’s lack of reasonable security precautions and controls surrounding the Cards or Accounts; or (iv) such use results in a benefit, directly or indirectly, to the Company or Account User.  Misuse, as defined by your internal Company policy, by an Account User or other employee does not constitute fraud, unauthorized use or an Unauthorized Transaction.
10.2. If Company has fewer than ten (10) Account numbers or Cards issued to it for use by Company’s Account Users or employees, Company’s liability for Unauthorized Transactions will be limited as provided in the Truth in Lending Act and implementing federal regulations (currently $50.00).
10.3. Company may be eligible for additional protections against liability for unauthorized use provided by the card association.  In order to qualify for such protections, Issuer must receive notice in the event that a compromised, lost or stolen card or Account number or that an employee or former Account User is no longer employed with Company or authorized to use the Accounts.  Such notice must be provided within two (2) business days of discovery.

 

11. Term and Termination.

11.1.  Upon the expiration of the Initial Term, the Agreement will automatically renew for additional one (1) year renewal terms, unless either party gives at least 90 days prior written notice that the Agreement will not be so renewed prior to the end of the then effective term. “Term” as used in the Agreement means the Initial Term together with each renewal term.  
11.2.  Early Termination: In the event the Agreement is terminated at any time prior to the expiration of the Term other than by Company due to a material breach of Issuer, or by Issuer due to a default of Company, Company will immediately upon such termination pay to Issuer an amount equal to the greater of (a) $25,000 and (b) the product of four (4) times the highest amount of Rebate earned for the past 12 month period under the Agreement). The foregoing remedy is in addition to and not in lieu of any other remedy available to Issuer under the Agreement or applicable law.
11.3.  Exclusivity: For the duration of the Term of the Agreement, (i) Company agrees that Issuer will be Company’s exclusive provider for the products selected, and (ii) Company will not use the services of any third party that are the same or competitive with Issuer for the products subject to this Agreement.   
11.4. Upon termination Company is still obligated to pay for all Transactions made prior to the effective date of the termination.  Company may retain a copy of any records or Account information for archival or data retention purposes.

12. Default.

12.1. A party to this Agreement may terminate this Agreement at any time upon the default of the other party.  “Default” means:  (i) the failure of Company to remit payment to Issuer in accordance with the terms of this Agreement; (ii) the breach by either party of this Agreement for a failure to honor its obligations set forth herein, provided the breach is not remedied within 15 days of the defaulting party's receipt of written notice from the other party specifying the breach; (iii) the representation or warranty by either party of any facts in connection with this Agreement that prove to have been materially incorrect or misleading when such representation or warranty was made; (iv) the filing by or against either party of any petition in bankruptcy, insolvency, receivership, or reorganization or pursuant to any other debtor relief law or the entry of any order appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of either party; (v) the insolvency, dissolution, reorganization, assignment for the benefit of creditors or any other material adverse change in the financial condition of either party; (vi) the entry of any adverse judgment, order or award against either party that has a material adverse impact on the financial condition of either party or a detrimental effect on the ability of either party to perform its obligations; or (vii) the default by Company under any other agreement between Company and Issuer.    
12.2. If Company Defaults:  (i) it will not have any further right to borrow under this Agreement; (ii) all outstanding amounts under the Account are immediately due and payable; (iii) Issuer may terminate this Agreement; and (iv) Issuer will have the right to bring suit and exercise all rights and remedies available under applicable law which may include the payment of all reasonable costs of collection.  Alternatively, Issuer may, in its sole discretion:  (i) suspend all services and obligations; (ii) shorten the billing cycle; or (iii) change the payment terms.  The suspension of services and/or obligations will not be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services or obligations relates or otherwise.

13.  Force Majeure.

13.1. In no event shall either party be liable to the other party for any failure or delay in performance wholly or in part due to causes or circumstances beyond its reasonable control and without its fault or negligence including, but not limited to the following:  Acts of God; acts of the public enemy; civil disturbance; war; acts of the United States of America or any state, territory or political division of the United States of America; fires; floods; natural disasters; pandemic or epidemic events, regional, statewide, or nationwide strikes, or any other general labor dispute not specific to that party; communication line failures; and/or freight embargoes (collectively “force majeure”).  A party’s failure to perform its obligations under this Agreement due to force majeure events will not be considered breach or Default if the party has made its best efforts to:  (i) comply with its obligations; (ii) avoid an interruption of its performance; and (iii) resume its performance.  
13.2. The party claiming a failure or delay in performance under this Agreement due to force majeure must promptly notify the other party in writing.  In the event that any such force majeure failure or delay continues for a period of more than ten (10) business days, the other party may, upon written notice to the other party, have the option of terminating this Agreement without incurring additional liability.

14. Assignment and Amendment.

14.1. Company may not assign this Agreement or any interest, payment or rights under this Agreement for any reason, without Issuer’s prior written consent.  Issuer may, in its sole discretion, assign this Agreement and its obligations, transfer any right or delegate any duty of performance under this credit Agreement without further notice. The person or entity(ies) to whom Issuer makes any such assignment is entitled to all of Issuer’s rights under this Agreement, to the extent that those rights were assigned. 14.2. You agree that we may change our rates, charges, and other terms of this Agreement (including our Fee Schedule), as well as introduce new terms and fees (such as delinquency charges, insufficient funds charges and supplemental processing fees) when permitted under applicable law, provided you are given advance written notice by us.  Any such amendments will apply to the then existing balance of your account to the extent permitted or required by applicable law.
 

15. Covenants.
 

15.1. The parties represent and warrant that this Agreement constitutes the legal, valid, binding, and enforceable agreement of each party, and its execution and performance of this Agreement:  (i) does not constitute a breach of any agreement of either party with any other party, or of any duty arising in law or equity: (ii) does not violate any law, rule or regulation applicable to it; (iii) is within the party's corporate powers; and (iv) has been authorized by all necessary corporate action of the parties.  Company agrees to provide any evidence of corporate (or other organizational) existence and authorization that Issuer may reasonably request.
15.2. For Issuer’s continued compliance with banking regulations and credit underwriting standards, Company will provide Issuer with advance written notice of:  (i) any change in Company’s legal structure or legal name; (ii) any consolidation, merger or sale of a substantial part of Company’s assets; or (iii) any change of control of Company.  Issuer reserves the right to make any necessary modifications to the Account terms based upon changes made by Company as referenced above.
15.3. As part of Issuer’s commitment to customer service, its managers periodically will monitor telephone communications between its employees and its customers to ensure that our high quality service standards are maintained.  Company consents to such monitoring and recording of telephone communications and agrees to notify employees who may be in telephone contact with Issuer’s representatives that periodic monitoring of conversations will occur.   
 

16. Severability and Waivers.

 

If any portion of this Agreement is held to be invalid, the remaining portions shall remain in full force and effect and shall continue to be binding upon the parties.  Failure of either party to exercise any of its rights under this Agreement in a particular instance shall not be construed as a waiver of those rights or any other rights for any other purpose.  The parties agree voluntarily, intentionally and irrevocably to waive all right to trial by jury in any proceeding instituted in any court, arising out of this Agreement, Company’s application for credit, or any related documents.  Company waives personal service of process in connection with any action or proceeding commenced by Issuer in connection with this Agreement, and agrees that such service may be made by certified mail to the last known address in Issuer’s records.  
 

17. Disclaimers and Limitations.  
 

17.1.  Issuer—which includes its parent and any subsidiaries and affiliates—is not liable for any loss sustained by any party resulting from any act, omission or failure to act by Issuer, whether with respect to the exercise or enforcement of its rights or remedies under this Agreement, or otherwise, unless the loss is caused by Issuer’s gross negligence or willful misconduct.  Issuer’s liability under this Agreement shall be limited to actual damages incurred by Company as a direct result of Issuer’s gross negligence or willful misconduct.  Furthermore, Issuer’s liability for actual damages shall not exceed the sum of:  (i) all fees paid by Company to Issuer under this Agreement prior to the date when any claim is made against Issuer; plus (ii) all other revenue earned by Issuer for all Transactions made in the 12 months prior to the date of any claim made against Issuer.  In no event will either party be liable for incidental, special, consequential or punitive damages and, any right or claim to either is expressly and unconditionally waived.
17.2. Except as otherwise required under law, Issuer makes no warranty with respect to goods, products or services purchased on credit through Issuer.  Issuer further disclaims all warranties with respect to goods, products and services purchased with a card, including, without limitation, the implied warranty of merchantability.
17.3. Company acknowledges and agrees that Issuer is not liable to Company for any loss, liability or damages company suffers which result from, are related to, or in any way are connected with any fraud control or purchase restriction measures Issuer elects to implement from time to time, unless such loss, liability or damage is a direct result of Issuer’s gross negligence or willful misconduct in implementing fraud control or purchase restriction measures Issuer has expressly agreed in writing to undertake for Company.

18. Applicable and Conflicting Law.

18.1. This Agreement is governed by and construed in accordance with federal law and the laws of the State of Utah (without reference to choice of law rules). Each party waives any objection to venue and any objection based on forum non conveniens in any federal or state court in Utah.
18.2. Changes in Law/Changes by Card Association.  In the event that there is a change in applicable law deemed by Issuer to be material to the administration of the program or a change in the way Issuer is compensated by the card association, Issuer may seek to re-negotiate the terms, including but not limited to, the financial terms of this Agreement.  The Company shall have no obligation to renegotiate such terms; provided, that if the parties cannot agree on an adjustment of such terms, then Issuer may, at its option:  (i) allow this Agreement to remain in effect without any such adjustment; or (ii) terminate this Agreement upon written notice to the Company.
18.3. If either party is notified by a state or federal regulatory body that any aspect of the services provided by Issuer or this Agreement does not comply with any applicable law, regulation, rule, policy, or order, then the affected party shall give the other party prompt written notice of the non-compliance.  Following notice, the affected obligations will be suspended and the failure to perform those obligations will not be deemed a breach of or Default under this Agreement so long as the affected party is unable to perform due to the notice given by the state or federal regulatory body.

19. Notices.

 

Except as otherwise provided in this Agreement, all notices shall be in writing and deemed effective when personally delivered or mailed, first class postage prepaid to the appropriate party at the address set forth herein or at such other address as the parties may indicate from time to time or when posted on the online portal for these Accounts provided by Issuer.  In addition to the notice methods provided above, the parties agree that a communication:  (i) by facsimile to a number identified by the recipient as appropriate for communication under this Agreement; or (ii) by e-mail to or from an address normally used by an Account User for business communications; or (iii) posted on the online portal provided by Issuer, shall be considered to be a “writing” and to be “signed” by the party transmitting it for all purposes.  The parties agree to waive any claim that such a transmission does not satisfy any writing or signature requirements under applicable law.  The parties agree that a photocopy or printed copy of a facsimile or e-mail constitutes the “best evidence” and an “original” of such a writing.
 

20.  Confidentiality.

 

All information furnished by either party in connection with this Agreement will be kept confidential (and will be used by the other party only in connection with this Agreement), except to the extent that such information:  (i) is already lawfully known when received: (ii) becomes lawfully obtainable from other sources: (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, or any other agency of any government; or (iv) is required by law to be disclosed, provided that notice of such disclosure has been given (when legally permissible) by the party proposing to make such disclosure, which notice, when practicable, shall be given sufficiently in advance of the proposed disclosure to permit the other party to take legal action to prevent the disclosure.  Nothing in this section or this Agreement prohibits Issuer from providing any information to its affiliates or third-party servicers in connection with the operation and maintenance of Issuer’s program, and Company expressly agrees to these disclosures and use of information, provided that such affiliates and third party servicers agree to maintain the information confidentially and not disclose it to any other parties without Issuer’s authorization.  In addition, Company agrees and understands that transaction information may be provided to merchants who have accepted the card or Account number as payment for goods and services purchased by Company.
 

21. Relationship of the Parties.

 

Nothing contained in this Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between Issuer and Company.  To the extent that either party undertakes or performs any duty for itself or for the other party as required by this Agreement, the party shall be construed to be acting as an independent contractor and not as a partner, joint venturer, or agent for the other party.

22.  Compliance with Applicable Laws.

22.1 Customer Identification Compliance.  Issuer complies with federal law which requires all financial institutions to obtain, verify, and record information that identifies each company or person who opens an account.  Issuer may ask for name, address, date of birth, and other applicable information to identify the Company and/or Account Users.
22.2 Data Privacy and Business Continuity.  Issuer as the issuer of credit to Company is subject to certain laws governing the protection of Company’s information and the information of their employees and Account Users using the program.  As such, Issuer shall provide its credit services to Company in accordance with applicable laws and standards to protect and keep confidential such information.  In doing so, Issuer shall maintain an information security plan and business continuity plan to help ensure that its systems are maintained in accordance with banking standards and regulations applicable to the information being held by Issuer.

23. International Use /Currency Conversion.

23.1 Accounts and associated payment devices including cards are issued for use by Company’s United States based operations, but may be used in other countries.  If Transactions are made in any other country other than the United States, Company will: (i) be billed in US Dollars; (ii) receive reporting in English; and (iii) accept the applicable fees as described in Issuer’s Fee Schedule.
 

24.  Additional Products and Features.

24.1. Company may elect to enroll in or use additional ancillary products or features that are offered by Issuer or approved vendors that are not part of our basic credit services or our Virtual Payment Solutions. Company understands that additional terms of use for such products or features, including any associated fees may apply and will be provided to Company prior to enrollment.
24.2. Product and Service Enhancements.  Company may request modifications or enhancements to the products and services Issuer offers in writing.  Such modifications or enhancements may include, but are not limited, to: customized file layouts; reporting; online functionality; or, invoices.  Issuer may, in its sole discretion, undertake the requested modifications or enhancements.  Additional costs, if any, associated with such work will be mutually agreed upon by both parties in writing before any work is begun by Issuer.  All modifications or enhancements would be considered Issuer's sole intellectual property and Company shall have no right, title or interest in such work.

 

25. Fee Schedule:

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A. Generally Applicable Fees

Definitions:
 

“Cross Border Fee” A Cross Border Fee shall be applied to any Transaction when the country code of the merchant and the country code of the Account User are not the same.  As an example, if Company is located in the US and it uses the US-issued virtual card number to make a purchase in Canada, then the cross border transaction fee established by the card association shall apply.  The card association may establish different Cross Border Fees applicable to the card numbers that are issued from different regions.
 

“Currency Conversion Fee” A multi-currency conversion fee shall be applied to any Transaction that is billed through the card association in a currency other than the contractually agreed upon billing currencies of the BIN used for the Transaction. The card association will convert the Transaction to the billing currency at the exchange rate determined by card association (or its Affiliates) using its currency conversion procedure.  The currency conversion rate (which is different from the Multi-Currency Conversion Fee) is generally either a wholesale market rate or a government-mandated rate in effect on the date of conversion. The currency conversion rate used on the conversion date may differ from the rate in effect on the date a Transaction is made.  

 

Cross Border and Currency Conversion Fees:

United States

Cross Border Fee: 90 basis points (0.90 %)

Currency Conversion Fee: 20 basis points (0.20%)
 

Canada

Cross Border Fee: 20 basis points (0.20%)

Currency Conversion Fee: 20 basis points (0.20%)

 

Miscellaneous Credit Fees:
Returned Payment Fee (e.g. NSF/ACH):   $50.00 per incident