Cardholder Agreement

Agreement Between Cardholder or Accountholder and U.S. Bank National Association

IMPORTANT: If you are a Cardholder, the Visa® Card was issued to you at the request of Employer. If you are an Accountholder, the Account has been made available to you at the request of Employer.
Before you sign or use the Card or use the Account, as the case may be, please read this Agreement thoroughly, since it governs use of the Card and/or the Account

1. DEFINITIONS

In this Agreement Between Cardholder or Accountholder and U.S. Bank National Association (“Agreement”) the following definitions apply:

“Account” means the account established by U.S. Bank Canada at the request of Employer to which Purchases, fees payable to U.S. Bank Canada and other items are charged.

“Accountholder” means the individual designated by Employer receiving this Agreement who has been authorized by Employer to make Purchases or incur Charges with the Account on behalf of Employer in accordance with the terms of this Agreement.

“Billing Cycle” means the period of time covered by the Statement.
Generally, each Billing Cycle shall be monthly, but the Billing Cycle may be for a shorter period if requested by Employer.

“Card” means the Visa Corporate or Purchasing Commercial Card (and all replacements) issued by U.S. Bank Canada to Cardholder and Accountholders on behalf of Employer in accordance with the terms of this Agreement.

“Cardholder” means the individual designated by the Employer named on the Card, who has been authorized by Employer to be issued a Card, make Purchases, or incur Charges on behalf of Employer in accordance with the terms of this Agreement.

“Cash Advance Fee” means the fee charged by U.S. Bank Canada for a Cash Advance or use of a Convenience Cheque.“Cash Advance” means an advance of cash that, if permitted by the Employer, is charged to the Account with or in connection with a Card.

“Charge” is any debit activity with respect to an Account, whether for Purchases, fees, Cash Advances or otherwise.

“Commercial Card Program” means the Card and Accounts issued by U.S. Bank Canada to Employer and its Cardholders and Accountholders in accordance with the terms of the U.S. Bank Canada Commercial Card agreement between Employer and U.S. Bank Canada.

“Convenience Cheques” means the drafts drawn against an Account by you for Purchases.

“Employer” means the organization that authorized U.S. Bank Canada to issue the Card to you or make the Account available to you, as the case may be.

“Holder”, “you” and “your” mean the Cardholder and/or Accountholder, as the case may be.

“Foreign Currency Conversion Fee “ means the two and one half percent (2.5%) fee that U.S. Bank charges on the amount of any Charge, Purchase, Cash Advance, credit or other transaction posted to an Account that is not in the same currency in which the Account is billed and which must be converted to the currency used for billing purposes.

“Late Payment Fee” means the fee U.S. Bank Canada charges on a past due balance.

“Legitimate Business Charge” is any Charge that directly or indirectly benefits your Employer, with the exception of charges for personal, family or household purposes.

“PIN” means a personal identification number for use with your Card.

“Purchase” means a purchase of goods or services (or both) by a Holder with or without a Card.

“Returned Cheque Fee” means the fee U.S. Bank Canada charges to Holder for any item or cheque presented for payment that can not be processed or is not otherwise honored by U.S. Bank Canada.

“Statement” means a periodic billing statement or summary listing all Charges to each Account that is distributed or made available by U.S. Bank Canada or Employer to the Holder by paper-based or electronic means or otherwise. “U.S. Bank Canada” , “we”, “us”, “our”, and “Bank” mean U.S. Bank National Association, through its Canadian branch, and its successors and assigns.

2. YOUR ACCEPTANCE OF THIS AGREEMENT

By accepting, signing or using the Card or using the Account, you are agreeing to the terms of this Agreement. If you do not agree to the terms of the Agreement, you agree to cut the Card in half and return the pieces to U.S. Bank Canada and/or return any card verification value (“CVV2″) and PIN documentation that has been provided to you to U.S. Bank Canada, as the case may be.

3. OWNERSHIP OF THE CARD

The Card remains the property of U.S. Bank Canada. U.S. Bank Canada can revoke Cardholder’s right to use the Card at any time. U.S. Bank Canada can do this with or without cause and without giving Cardholder notice. Cardholder must surrender the Card to Employer or to U.S. Bank Canada upon request.

4. USE OF THE CARD/ACCOUNT

U.S. Bank Canada provides charging privileges on the Account, either with or without a Card, pursuant to a contract with Employer. Employer has authorized the issuance of the Card to you or has authorized you to make Purchases with the Account, as the case may be, each of which is to be used only by you and only for Legitimate Business Charges. Charging privileges available to you will be withdrawn upon: (i) abuse of Charge privileges by you (including, but not limited to, the failure of your obligation to use the Card and/or Account only for Legitimate Business Charges, your obligation not to make illegal Purchases, failure of your obligation to make immediate payment to U.S. Bank Canada, and failure of any other obligation as provided in this Agreement); (ii) termination of your employment or affiliation with Employer; or (iii) termination or suspension of the relevant contract between U.S. Bank Canada and Employer.

5. BILLING STATEMENT

You will be provided with or given access to a Statement showing Charges and transactions that occurred in the previous Billing Cycle. Your Statement may be mailed to your billing address of record with U.S. Bank Canada, delivered or made available to you by Employer, or made available to you by electronic means or otherwise, including without limitation by access over the internet. The Charges listed in the Statement include, but are not limited to, Purchases, Cash Advances and fees associated with use of the Card or Account. U.S. Bank Canada may also mail other important communications about your Card or Account to the last address you have given U.S. Bank Canada in writing. You are responsible for Statements and other information that may be mailed to such address. You agree to promptly notify U.S. Bank Canada of any change to your address in writing to the address indicated below.

6. FEES AND CREDIT LIMITS

Charges for annual fees, Cash Advance Fees, and Late Payment Fees as well as credit limits on the Account and daily Cash Advance limits have been negotiated with Employer. Employer has provided you with information regarding your Card and/or Account and these fees and limits are disclosed in that information. Some of the fees may not be applicable to your Card and/or Account. If the fees are not applicable, then they are not included in the information Employer has provided to you. The fees are defined as follows:

  1. “Annual”: This fee is charged for use of the Card and/or Account during a one-year time period. The fee is listed on the Statement as the Annual Fee. The maximum amount that may be charged for this fee is $100.00.
  2. “Cash”: This fee is charged when Cardholder withdraws cash from an automated cash machine or uses the Card to obtain cash at a financial institution. The fee may be either a fixed dollar amount or a percentage of the total cash withdrawn. The fee is listed on the Statement as a Cash Advance Fee. The maximum amount that may be charged for this fee is three percent (3%). If your Employer consents, you may also be able to use Convenience Cheques for legitimate business purposes. The amount of the cheque, plus a Cash Advance Fee will be billed on the next Statement.
  3. “30-Day”: If you fail to pay the “Amount Due”, any unpaid portion of the outstanding balance will be shown on subsequent Statements as a “Past Due Amount”. A fixed dollar amount or a percentage of the Past Due Amount may be assessed to the Account on the Past Due Amount. This fixed dollar amount or percentage is listed on the Statement as a “Late Payment Charge”. The maximum amount that may be charged for this 30-Day Late Payment Fee is three percent (3%) of the Past Due Amount.
  4. “60-Day”: If you fail to pay the Past Due Amount, then a fixed dollar amount or a percentage of the Past Due Amount may be assessed in each subsequent Statement until full payment is made. The fixed dollar amount or percentage is listed on the Statement as a Late Payment Charge. The maximum amount that may be charged for this 60-Day Late Payment Fee is three percent (3%) of the past due amount.

7. YOUR RESPONSIBILITY TO MAKE IMMEDIATE PAYMENT

If your Employer is operating a Card Program with Joint and Several Liability, you are individually and jointly liable with Employer to U.S. Bank Canada for the immediate and full payment of all Purchases or other Charges authorized by you and any Charges incidental to such Purchases, independent of any agreement or program for reimbursement that may exist between you and Employer. U.S. Bank Canada may seek payment in full from you and/or Employer for all Charges associated with your Card or Account. If you are unsure of your liability associated with the Commercial Card Program your Employer has contracted with U.S. Bank Canada, please contact your Commercial Card Program administrator for more information. Because the Card is a charge card, not a credit card, and the Account is a charge account, not a line of credit, the amount indicated as owing to U.S. Bank Canada on the Statement is due when the Statement is generated and such amount must be paid in full by you at the end of the Billing Cycle. Employer has provided you with information regarding any applicable grace period. Grace periods typically range from 0 day to 5 days, depending on what billing options your Employer has qualified for under the Commercial Card Program. *If you are an executive officer of U.S. Bank Canada or any of its affiliated entities, U.S. Bank Canada reserves the right to demand payment at any time.* You agree to pay U.S. Bank Canada in Canadian dollars (or in U.S. dollars if the Card and/or Account is denominated in U.S. dollars) in the manner specified to you by U.S. Bank Canada from time to time. Any payment made by cheque must be sent to U.S. Bank Canada at the address shown on your Statement and your cheque must be drawn on a financial institution located in Canada.

In certain circumstances under a joint liability Commercial Card Program, unless prohibited by law, Employer may decide to pay U.S. Bank Canada directly for Legitimate Business Charges made to your Card and/or Account, but you are still liable for the payment in full of all Charges that appear on your Statement. Certain Charges may be billed directly to Employer and will appear on the Statement as a memorandum item only.

If Employer refuses to pay these Charges and they are later billed to your Account, then you agree to pay all such Charges in full.

8. CASH ADVANCES

With the consent of Employer, Cardholder may use the Card to obtain cash either by presenting the Card at a bank or other financial institution that accepts the Card for that purpose or by making a withdrawal of cash at an automated cash machine. The amount of the cash withdrawn, plus a Cash Advance Fee, will be included on the next Statement. With the consent of Employer, you may use Convenience Cheques for Legitimate Business Charges. The amount of the Convenience Cheque, plus a Cash Advance Fee, will be included on the next Statement.

9. CHARGES MADE IN FOREIGN CURRENCIES

You may use the Card at foreign merchants and ATMs that bear the Visa logos. When Cardholder uses the Card at a merchant (except commercial airlines) or an automated cash machine that bears the Visa logo, the Charge will be converted into the account billing currency at the exchange rate established, from time to time, under applicable bylaws and rules of Visa. Commercial airline foreign exchange rates are set by the airline. You understand that the exchange rate in effect when a Charge or credit is processed may differ from the rate in effect on the date of the transaction or posting to your Account, and a Foreign Currency Conversion Fee will be assessed on such transaction.

The amount of the Charge transaction will be the amount of the foreign currency times:

  1. a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives, or
  2. the government mandated rate in effect for the applicable central processing date, or
  3. the rate established by commercial airlines for airline tickets issued by them, which are in effect for the applicable central processing date;

plus in each of the above instances a Foreign Currency Conversion Fee of two and one-half percent (2.5%) times the resulting billing currency amount. For transactions where a credit is made to the Account, the amount of the credit transaction will be the amount of the foreign currency times:

  1. a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives, or
  2. the government mandated rate in effect for the applicable central processing date, or
  3. the rate established by commercial airlines for airline tickets issued by them, which are in effect for the applicable central processing date;

minus in each of the above instances a Foreign Currency Conversion Fee of two and one-half percent (2.5%) times the resulting billing currency amount. As a result, for credit transactions made in respect of prior, related Charge transactions, the billing currency amount credited to the Account will in most cases be less than the billing currency amount that was originally Charged to the Account.

10. RETURNED CHEQUE FEE

If your cheque for payment is not honoured, or if U.S. Bank Canada must return it to you because it cannot be processed, then U.S. Bank Canada will charge a returned cheque fee of $25. Late Payment Fees may be assessed and Account privileges may be revoked in such event.

11. DEFAULT

You are in default under this Agreement if you are in breach or violation of, or if you fail to comply with any of the terms or conditions of, this Agreement, if you fail to meet any of your other obligations to any person when due, or upon your death, insolvency or bankruptcy. If you are in default, then U.S. Bank Canada may restrict further Account activity. U.S. Bank Canada also may demand immediate payment of the full balance owing on your Account and take any available legal action. If you are in default and fail to pay any amount that you owe, then you will be liable for U.S. Bank Canada’s collection costs and, if the claim is referred to legal counsel for collection, then you may be held liable for any reasonable legal fees that are incurred, plus the costs and expenses of legal action. U.S. Bank Canada may sell or otherwise transfer or assign the Account and any amounts owed by you to another person at any time. If U.S. Bank Canada effects such a sale or transfer, then this Agreement will remain in effect.

12. CANCELLATION OF CARD OR ACCOUNT

You can cancel your Card or your Account at any time by notifying U.S. Bank Canada in writing at the following address: U.S. Bank National Association, Corporate Payment Systems, 120 Adelaide Street West, Suite 2300, Toronto (Ontario) M5H 1T1. Employer or U.S. Bank Canada may suspend or cancel your Card or your Account at any time for any reason. You agree to surrender the Card and any CVV2 value upon request to Employer or to any authorized representative of U.S. Bank Canada. Use of the Card or Account after notification of its cancellation may be fraudulent and may result in U.S. Bank Canada taking legal action against you. Even after the Account is closed, you remain responsible for payment of any outstanding balance, according to the terms of this agreement.

13. TRAILING TRANSACTIONS

In the event the Card and/or Account is canceled, you agree to cancel all services billed on a recurring basis to your Account and arrange for alternate payment methods or cancel such services prior to cancellation of the Card and/or Account for any reason.

14. ILLEGAL PURCHASES

You agree that the Card and/or Account shall not be used for gambling, online gaming, illicit drug transactions, or any unlawful purposes including without limitation purchases of goods or services that are prohibited under the laws applicable in the jurisidiction where the transaction was initiated, the law where the merchant is located, local law where you are normally resident or the law governing this Agreement.

You acknowledge and agree that the Card and/or Accounts will be used only for Legitimate Business Charges and accordingly you will have neither consumer protection law rights nor remedies associated with any illegal Charge or other Charges or activity associated with the Card and/or Account.

15. RENEWAL AND REPLACEMENT CARDS

Unless canceled, the Card and/or Account will be valid until the expiration date that is printed on the Card or the Account welcoming letter. U.S. Bank Canada will continue to issue renewal or replacement Cards and/or will maintain the Account until you or Employer tells U.S. Bank Canada to cancel the Account.

16. EXCHANGE OF INFORMATION BETWEEN U.S. BANK CANADA AND EMPLOYER

U.S. Bank Canada may furnish information concerning your use of the Card and/or Account, including any delinquency, to Employer, which may include your direct supervisor. Employer may furnish information about your use of the Card and/or the Account, and pertinent information about any reimbursement of Charges received by you from Employer, Holder delinquency information, Holder employment/contract status and location, and any other related Holder tracking information to U.S. Bank Canada. By participating in international Commercial Card Programs or transactions, you and Employer agree that U.S. Bank Canada may transfer and use such transaction information to process international transaction requests by Employer or Holder to merchants, processors and service providers. You consent to all such use and transfer of any such information.

17. LOST OR STOLEN CARDS OR PINS

You agree to notify U.S. Bank Canada immediately of any loss, theft or unauthorized use of the Card or Account or if you suspect that your PIN has become known to someone else. You will notify U.S. Bank Canada by calling 1-800-588-8067 (toll free in North America) or 416-306-3636 (Toronto and area and collect outside of North America) or by writing to U.S. Bank National Association, Corporate Payment Systems, 120 Adelaide Street West, Suite 2300, Toronto, Ontario, M5H 1T1 Canada. Written notice to us will not be effective until actually received by us. Also, you agree to notify Employer in accordance with Employer’s instructions to you. If your Card is lost or stolen and returned to you after you have notified U.S. Bank Canada of such loss or theft, you agree not to use the Card and to deliver it, cut in half, to U.S. Bank Canada.

18. CARE AND CONTROL OF YOUR CARD AND PIN

You have been issued an initial PIN for use with your Card. You may change your PIN by using our automated telephone system. Your Card and PIN are each reserved strictly for your own use. You are responsible for the care and control of your Card and your PIN. You must maintain them safely at all times, which includes without limitation that you must:

  1. keep possession of your Card and never permit anyone else to have possession of or use your Card;
  2. keep your Card in sight at all times during a transaction;
  3. memorize your PIN and never keep a written record of it;
  4. when you receive your initial PIN from us, destroy the document on which the PIN is printed;
  5. keep your PIN strictly confidential as it is for your use alone;
  6. take all reasonable precautions to ensure that no one finds out your PIN, including while you key-in your PIN at a merchant, an automated cash machine or otherwise;
  7. avoid PIN combinations that may be easily determined by others, such as birthdays, phone numbers, age, Social Insurance Number, etc.;
  8. ensure that each PIN is unique;
  9. change your PIN immediately if you know or suspect that someone else knows your PIN; and
  10. contact us immediately if your Card is lost or stolen or you suspect that your PIN has become known to someone else.

19. LIABILITY

Subject to the provisions of this Section 19, if someone other than you uses your Card and/or Account, either with or without a PIN, you understand that you and/or your Employer will be liable for all Charges and any interest, fees and losses incurred to the maximum extent permitted by law. If you do not prove to the satisfaction of U.S. Bank Canada that you have complied with all of your obligations under Section 18 above, and if any Charge is entered into at a merchant, an automated cash machine or otherwise by using your Card and PIN together, then you are liable for the all of the Charges resulting from such transaction and any interest, fees and losses incurred, to the maximum extent permitted by law. You will not be liable for unauthorized Charges that occur after you notify U.S. Bank Canada in accordance with Section 17 above (i) of the loss, theft or possible unauthorized use of your Card and/or Account or (ii) if you suspect that your PIN has become known to someone else. You will cooperate fully in any investigation by U.S. Bank Canada and/or the relevant authorities into the loss, theft or possible unauthorized use of your Card and/or Account and you will complete and sign any additional documentation that may be required by us in that connection.

20. MERCHANT REFUSAL TO ACCEPT CARD

U.S. Bank Canada cannot be held responsible for a merchant’s refusal to honor the Card and/or Account. U.S. Bank Canada also reserves the right to deny authorization of any Charge.

21. BILLING INQUIRIES

If you think your Statement is in error, or if you need more information about a Charge on your Statement, you must notify U.S. Bank Canada in writing or by telephone within 60 days of the billing date on the Statement on which the error or problem appeared. YOU MUST WRITE TO: U.S. Bank National Association, Corporate Payment Systems, 120Adelaide Street West, Suite 2300, Toronto, Ontario, M5H 1T1 Canada.
You may telephone us at 1-800-588-8067 (toll free in North America) or 416-306-3636 (Toronto and area and collect outside of North America), but doing so will not preserve your rights. Your letter must include the following information:

  1. Name and Account number
  2. The dollar amount of the Charge in question
  3. An explanation, if possible, why you believe that there is an error.

Subject to the following paragraphs, after U.S. Bank Canada receives your letter, U.S. Bank Canada will not attempt to collect the amount you questioned or report the amount you questioned as being past due. U.S. Bank Canada will acknowledge your letter within 30 days of receipt unless the error has been corrected by that time. Within 90 days, U.S. Bank Canada will either correct the error or explain why the Charge was correct. If there is a correction, it will be shown on your next Statement. If you have a problem with the quality of goods or services that you purchased with the Card and/or Account, and you have tried in good faith to correct the amount with the merchant, you may have the right not to pay the remaining amount due on the goods or services.

22. THIRD PARTY OFFERS

From time to time, benefits may be offered through programs sponsored by third parties. These benefits may be subject to certain terms, conditions and exclusions. U.S. Bank Canada and/or the third party may add, change or delete entirely these benefits without notice or liability to you.

23. AMENDMENT OF AGREEMENT

U.S. Bank Canada has the right to amend or change this Agreement at any time. If required by the Province of Ontario or federal law of Canada applicable therein, U.S. Bank Canada will notify you in writing of the change. If you do not accept the changes, you must notify U.S. Bank Canada in writing within thirty (30) days after the effective date of the changes. You also must pay U.S. Bank Canada in full, according to the terms of the existing Agreement, and return the Card and to U.S. Bank Canada cut in half and any CVV2 value. Use of the Card and/or Account after the effective date of the change constitutes acceptance of the change, even if the thirty (30) days have not passed.

24. ACCORD AND SATISFACTION/DELAY IN ENFORCEMENT

U.S. Bank Canada may accept late payments, partial payments or other financial payments marked as being payment in full or as a settlement of a dispute without losing any of its rights under this Agreement or under the law. A payment less than the amount due but intended to settle an amount owing under an Account in full (accord and satisfaction) should be mailed to U.S. Bank National Association, Corporate Payment Systems, 120 Adelaide Street West, Suite 2300, Toronto, Ontario, MH 1T1 Canada.
Acceptance of such payments by U.S. Bank Canada does not change this Agreement in any way. U.S. Bank Canada may delay in enforcing this Agreement or fail to enforce any of its rights under this Agreement without losing them.

25. GOVERNING LAW AND INTERPRETATION

The laws of the Province of Ontario and federal laws of Canada applicable therein govern this Agreement. This Agreement constitutes a binding contract between the parties hereto and you agree to and shall be bound by each provision hereof. This Agreement is entered into for valuable consideration, the receipt and sufficiency of which is acknowledged by each party. In this Agreement, unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, words importing any gender include all genders and references to agreements and other contractual instruments shall be deemed to include all present or future amendments, supplements, restatements or replacements thereof or thereto. Headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

26. LANGUAGE

U.S. Bank Canada and Employer have expressly requested that the Agreement and all related documents, including Statements and notices, be drawn up in the English language. U.S. Banque Canada et le titulaire ont expressément demandé que ce contrat et tout document y afférent, y compris tout avis, soient rédigés dans la langue anglaise.

27. REGULATORY ACKNOWLEDGEMENTS

Accountholder and/or Cardholder hereby acknowledge that:

  1. deposits, if any, with U.S. Bank Canada are not insured by Canada Deposit Insurance Corporation;
  2. U.S. Bank Canada is authorized to carry on business in Canada pursuant to the Bank Act (Canada);
  3. U.S. Bank Canada’s primary supervisor in the United States of America, The Office of the Comptroller of the Currency of the U.S. Department of the Treasury, is responsible for the supervision of the total business and affairs of U.S. Bank Canada ;
  4. the business of U.S. Bank Canada in Canada is supervised by the Office of the Superintendent of Financial Institutions, located at 255 Albert Street, Ottawa, Ontario K1A 0H2, whom your may contact for further information in this connection;
  5. complaints by you regarding U.S. Bank Canada should first be directed to U.S. Bank Canada at 1-800-588-8065, secondly, If not satisfied with the response from U.S. Bank Canada the complainant may contact in writing the Ombudsman for Banking Services and Investments, P.O Box 896, Station Adelaide, Toronto, Ontario M5C 2K3 and thirdly, if still not satisfied, the complainant may contact in writing the Financial Consumer Agency of Canada, at its office located at the Enterprise Building, 427 Laurier Ave. West, 6th Floor, Ottawa, Ontario K1R 1B9 or through its website at www.fcac-acfc.gc.ca; and
  6. in addition to Section 25 above, for transactions involving Cards and/or Accounts issued in Canada, Visa Canada Inc. (formerly VISA Canada Association) and Visa International Rules and Regulations govern all such transactions.

©2009 U.S. Bank Canada. U.S. Bank Canada Commercial Cards are issued by U.S. Bank National Association. ™Trademark of U.S. Bank National Association. All other trademarks are the property of their respective owners.

(05/09)