These Spending Card Terms are subject to the Subscription Services Agreement (together with the Order Form signed by Procurify and the Customer, the “Agreement”). All capitalized terms used here that are not defined have the meaning given to them in the Agreement.
1. Issuance of Spending Cards
- Spending Cards are provided by a financial service provider and its subsidiaries and affiliates selected by Procurify to provide Spending Cards (a “Financial Services Partner”) and the banks, electronic funds transfer networks (including ACH), credit card networks, or debit card networks, payments processors, payments gateways, and other institutions and service providers used by the Financial Services Partner to provide all or any part of the Spending Card services (collectively, the “Partner Institutions”). Customer acknowledges and agrees that Spending Cards will be issued pursuant to an agreement among the Financial Services Partner, applicable Partner Institutions, and the Customer, which agreement governs the Customer’s and its Users’ use of the Spending Card (the “Cardholder Agreement”).
- Customer shall, at all times, accurately describe the terms and conditions of the Spending Cards to its Users, and Customer shall be solely liable for all costs, expenses, and outcomes of descriptions of the Spending Cards other than as approved by Procurify or the Financial Services Partner. Customer shall not market, advertise or promote the availability of the Spending Cards in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify the material terms and conditions of the Spending Cards.
- Customer shall only allow Spending Cards to be used in connection with the Platform and Services provided by Procurify. In no event shall Customer resell or offer Spending Cards for sale to third parties and shall ensure that its Users do not do so.
- The account holder regarding Spending Cards shall be the Customer and the Customer may authorize its Users to use the Spending Cards according to the terms of the Agreement and the Cardholder Agreement. Procurify is not responsible for the actions of Users contrary to the Agreement or the Cardholder Agreement.
- Procurify is not responsible for any personal data or personal information, as such concepts are understood under applicable privacy laws, given or used by the Customer or an authorized User in connection with the Spending Card. As between the Parties, the Customer acknowledges that the Financial Services Partner may be the data controller or data processor, depending on the context of the transaction, regarding Spending Cards and any processing of personal information in connection with a Spending Card is governed by the Cardholder Agreement or the applicable privacy policies of the Financial Services Partner, Partner Institution, or other third parties involved in the financial transactions conducted through a Spending Card.
- Procurify reserves the right to deny participation or cancel any issued Spending Card should the name of the Customer or any of its Users appear on OFAC, OFSI, and FINTRAC lists, or other local, provincial, state, or federal lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Procurify.
- Procurify or the Financial Services Partner may, according to the Agreement or the Cardholder Agreement (as applicable), impose a limit on the total active balance of a Spending Card. Procurify reserves the right to monitor such balances and may, but shall not be required to, block access to funds if the combined balance of all Spending Cards controlled by a Customer exceeds the applicable limit.
- Ownership of transactional information obtained by the Financial Services Partner in the fulfillment of Spending Cards will be governed by the Cardholder Agreement.
2. Pricing
The Fees applicable to the Customer for use of the Spending Card Services, including transaction, service, and other fees, are governed by the Agreement and the pricing terms at www.procurify.com/legal/fees-and-rates (the “Pricing Terms”). Additional fees and charges may apply under the Cardholder Agreement. Some Fees, including transaction fees, may be subject to change from time to time, with or without notice, according to the Agreement and the Pricing Terms, as applicable.
3. Lost or Stolen Cards, User Fraud
Procurify is not responsible for lost or stolen Spending Cards and resulting loss of funds. The Customer’s sole recourse for any such losses is against the Financial Services Partner or Partner Institution, as applicable, and subject to any limitations on liability, disclaimers, or similar terms in the Cardholder Agreement. Customer is solely responsible for ensuring that its Users safeguard Spending Cards, personal identification numbers (PINs), access credentials, account numbers, and other information regarding Spending Cards. Subject to Applicable Law, Customer agrees to comply with all reasonable requests made by Procurify to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Spending Card ordered by Customer or on Customer’s behalf. Procurify reserves the right to suspend or cancel any Spending Cards (or limit features offered on Spending Cards) if it believes such Spending Cards are being used for illegal or improper purposes.
4. Shipping Restrictions
No Spending Cards may be shipped to countries prohibited or sanctioned by the Office of Foreign Assets Control (“OFAC”) or the Financial Action Task Force (“FATF”) and/or as directed by the Financial Services Partner (the “Prohibited Countries”). Customer agrees that Customer shall not, directly or indirectly, send or instruct Spending Cards to be sent outside the U.S., its territories, the District of Columbia, or Canada, unless specifically authorized for international shipment. Spending Cards may not be redeemed or used in Prohibited Countries. Customer shall only provide Procurify with U.S. shipping addresses for Spending Cards intended for use in the United States, and Canadian shipping addresses for Spending Cards intended for use in Canada.
5. Customer Identification and Recordkeeping
- No Spending Cards may be shipped to countries prohibited or sanctioned by the Office of Foreign Assets Control (“OFAC”) or the Financial Action Task Force (“FATF”) and/or as directed by the Financial Services Partner (the “Prohibited Countries”). Customer agrees that Customer shall not, directly or indirectly, send or instruct Spending Cards to be sent outside the U.S., its territories, the District of Columbia, or Canada, unless specifically authorized for international shipment. Spending Cards may not be redeemed or used in Prohibited Countries. Customer shall only provide Procurify with U.S. shipping addresses for Spending Cards intended for use in the United States, and Canadian shipping addresses for Spending Cards intended for use in Canada.
- Procurify or the Financial Services Partner may request, and Customer shall provide, additional information regarding a Spending Card and any User using such Spending Card under certain circumstances, including without limitation situations where a Spending Card is issued in an amount in excess of $10,000.00. If Procurify or the Financial Services Partner, as applicable, requests such additional cardholder identifying information (“CII”) regarding the User or Customer, the use of the CII will be governed by Applicable Law and the Cardholder Agreement.
6. Anti-Money Laundering Disclosure
To help governments fight the funding of terrorism and money laundering activities, certain regulations require financial institutions and their third parties to obtain, verify, and record information that identifies each person or company who opens an account. If the Customer requests that Procurify provide a Spending Card that requires a financial institution, including the Financial Services Partner, to establish accounts for the Customer or its Users, that financial institution may require the Customer’s business name, address, federal tax ID, and other information that will allow the financial institution to identify the Customer. In some cases, the Customer may be required to provide identifying business documents. The Customer acknowledges and agrees that if the Customer does not provide such information or documents to the financial institution, including the Financial Services Partner, Procurify will not have any obligation to offer the Customer a Spending Card.
7. Cash Back
- The following terms have the meaning given to such terms below:
- “Cashback Account” means the nominal account Procurify maintains for crediting and debiting Cash Back Credits earned in connection with the Program.
- “Cash Back Credit” means one percent (1%) of Net Purchases made through the Spending Card that is earned back during the applicable period of the Term or any Renewal Term.
- “Net Purchases” means all purchases made through a Spending Card less returns (but excluding any purchases of Procurify Services).
- “Program” means the Spending Card program that allows the Customer to earn Cash Back Credits through the use of a Spending Card.
- All Spending Cards are eligible to participate in the Program, subject to any restrictions stated on the applicable Order Form regarding the Services between Procurify and the Customer or in the Cardholder Agreement.
- Cash Back Credit is accumulated each month on Net Purchases beginning as soon as the Spending Card is open and ending on the date specified in subsection (e). Cash Back Credits may be reversed from time to time to reflect Net Purchases.
- Cash Back Credit cannot be earned, and will not be credited, if the Customer’s account is not in good standing under the Agreement or the Cardholder Agreement.
- Cash Back Credit is calculated on the dollar amount of Net Purchases charged to the Spending Card up to and inclusive of thirty (30) days prior to the commencement of a Renewal Term, and may only be applied toward the Fees owed to Procurify by the Customer for the Services regarding the next successive Renewal Term. Cash Back Credit will be earned on Net Purchases made after such thirty (30) day period but shall be applied to Fees for the Renewal Term subsequently following the next immediate Renewal Term. For the purpose of calculating Cash Back Credit, Net Purchase amounts will be rounded up to the nearest cent. Cash Back Credit will be applied to Fees in equal amounts according to the billing schedule applicable to the Customer’s use of the Services. For example, if the Fees are billed semi-annually then fifty percent of the Cash Back Credit will be applied to the first semi-annual billing installment and the remaining fifty percent to the final semi-annual billing installment.
- Cash Back Credits earned in excess of the total Fees owed for the Services regarding the next applicable Renewal Term according to the terms of subsection (e) shall be credited to the Customer’s the Financial Services Partner account associated with the Customer’s Spending Card.
- Cash Back Credits are not redeemable for cash and are forfeit if the Customer does not renew its use of the Services into the next successive Renewal Term as set out in this subsection (g).
- The Program is only available to Customers domiciled in the United States.
- The Program terms and conditions are subject to change without notice.
8. Disclaimers
Any services not provided by Procurify, including the Spending Cards and any other services provided by the Financial Services Partner or Partner Institutions, are Non-Procurify Services (as defined in the Subscription Services Agreement). Without limiting the foregoing, Procurify does not provide the Spending Cards and is not responsible or liable for the compliance of the Financial Services Partner or Partner Institutions with Applicable Law, all applicable and then-current operating rules, operating regulations, operating guidelines, policies, procedures, and other requirements of any card network, and standards and other requirements of the PCI Security Standards Council (or any successor or replacement entity), including the Payment Card Industry Data Security Standard. Customer is responsible for reviewing and verifying funding (including direct debit authorizations to or from the Customer’s bank account to a Spending Card), refunds, chargebacks, holds, and other transaction requests regarding Spending Cards that are fulfilled or completed by the Financial Services Partner to confirm that they have been done correctly and Procurify will not be responsible for any damages, losses, penalties, or expenses that result from Customer’s failure to do so.
