Stripe Issuing: Commercial Card Platform Agreement — EU & UK Beta

Last Updated: May 18, 2021

Welcome to Stripe Issuing.

This Issuing Commercial Card Platform Agreement (“Agreement”) applies to the use of the Program Services (as defined below) by the entity that registered to receive the Program Services described in this Agreement (“Platform”).

1. Overview

1.1 Program Services: Stripe Payments Europe, Limited (“Stripe”) and its affiliates offer card program management services to through the Stripe Platform pursuant to this Agreement (“Program Services”).

1.2 Authorized Payment Services: Some of the Program Services are services that may only be provided by an authorized payment services provider or electronic money institution (“Authorized Payment Services”). To the extent Authorized Payment Services are provided in connection with the Program Services, they are provided to Program User(s) pursuant to the Card Agreement and not to Platform under this Agreement.

2. Relationship to Connect Platform Agreement

2.1 Connect Platform Agreement: By using the Program Services, Platform expressly agrees to the terms and conditions of this Agreement, the Connect Platform Agreement (which incorporates and is subject to the Stripe Services Agreement), and any updates or modifications Stripe makes to any of the foregoing from time to time. This Agreement supplements and is subject to the Connect Platform Agreement which generally governs Platform’s use of Stripe Services (including the Program Services), and is incorporated into this Agreement by reference. The Program Services are “Services” as defined under the Stripe Services Agreement. To the extent that there is a conflict between the Connect Platform Agreement and this Agreement related to the Program Services, this Agreement will prevail.

2.2 Jurisdiction Version: The Connect Platform Agreement version incorporated into this Agreement is the version applicable to the jurisdiction in which Platform’s Stripe Account is established. If the name of Platform’s jurisdiction does not appear in the title of the page accessible via the Connect Platform Agreement link, Platform may contact Stripe and Stripe will provide Platform with the correct link.

3. Definitions

Unless otherwise defined in this Section 3 (Definitions) or elsewhere in this Agreement, defined terms used in this Agreement will have the meanings assigned to them in the Connect Platform Agreement or the Stripe Services Agreement.

Authorized User” means any Personnel of a Program User authorized to make Card purchases to whom Stripe, at a Program User’s request, provides a Card.

Authorized User Terms” means the terms applicable to Authorized Users set out in Exhibit 1 to the Card Agreement and posted on Stripe’s website, as updated from time to time.

Card” means any code, identification number, or other credential (including any token or proxy) issued by the applicable Stripe affiliate specified in the Card Agreement, linked to a Program User Account, enabled for transactions over the card network operated by the relevant Payment Method Provider and accessed in the form of a physical or virtual payment card.

Card Account” means a sub-account of a Program User Account that is linked to a Card.

Card Agreement” means the Stripe Issuing Commercial Card Program Agreement located at https://stripe.com/en-[cc]/issuing/legal as updated from time to time, where ‘‘country code’’ means the two-letter abbreviation for the country where Program User’s Stripe Account is located.

Card Transaction Data” means all information related to Cards, Transactions and the Program User Account; and the date, time, amount, merchant, purchase location and all other Transaction information generated or received by Stripe while providing the Program Services.

Connected Account” means an existing Stripe user that uses the Stripe Services (pursuant to the Connected Account Agreement) in conjunction with the products and services provided by Platform through its platform.

Connected Account Agreement” means the Stripe Connected Account Agreement applicable to the Connected Account, as updated from time to time. The applicable agreement is located at https://stripe.com/[Country Code]/connect/account-terms“ where “[Country Code]” is the two letter code for the jurisdiction in which the Connected Account is located.

Personnel” means an entity’s (including sole proprietorships) officers, employees, agents, representatives and contractors, and any other individuals that perform duties on behalf of that entity.

Pricing Page” means https://stripe.com/[countrycode]/pricing, as updated from time to time (where ‘‘[country code]’’ means the two-letter abbreviation for the country where Platform’s Stripe Account is located).

Program User Account” means an E-money Account (as defined in the Stripe Services Agreement) established for a Program User for which the Program User may request the issuance of Cards pursuant to the Card Agreement.

Stripe Platform” means the hardware, software and other technology that Stripe owns or licenses and which Stripe uses to provide Program Services.

Transaction” means a request initiated by an Authorized User to make a payment to a merchant for the purchase of goods or services using a Card.

4. Program Users and Authorized Users

4.1 Program Users: Platform provides Platform Services to its Connected Accounts, and Platform wishes to use Stripe Issuing to enable Connected Accounts to use the Program Services in conjunction with the Platform Services. Platform’s Connected Accounts become “Program Users” under this Agreement once they have: (i) completed the Stripe account application process for use of the Program Services; (ii) received approval from Stripe to use the Program Services; and (iii) agreed to the Card Agreement (as described in Section 5.1 below).

4.2 Use of the Program Services: Stripe will provide certain Program Services to Platform and Program Users, respectively. Subject to the Card Agreement, Stripe will issue Cards directly to a Program User for the Program User to provide to Authorized Users for use on business-related purchases and as otherwise permitted by Stripe. Platform acknowledges and agrees that, in respect of the Authorized Payment Services, Stripe’s customers are the Program Users and not Platform or any Authorized Users (who will be acting under the authority of the Program User).

4.3 Platform as Program User: If Platform elects to use its Stripe Account to receive Authorized Payment Services as part of the Program Services, Platform’s use of the Program Services will be subject to the Card Agreement and Platform will be a Program User in that specific context.

5. Platform Obligations

5.1 Card Agreement: Platform must ensure that each Program User agrees to the Card Agreement prior to Program User’s use of the Program Services or a Card. At Stripe’s request, Platform will provide proof as required by Stripe that such agreements exist and have been entered into between the Program Users and Stripe in accordance with this section. Stripe may require Platform to alter the acceptance process for the Card Agreement if Stripe believes, acting reasonably, that Platform’s existing process does not create a binding agreement between Stripe and each Program User.

5.2 Administrators and Authorized Users: Platform will ensure that each Program User complies with the Card Agreement.

5.3 Authorized User Servicing: Platform will handle all inquiries from Program Users and Authorized Users, including regarding: (i) Card usage and (ii) lost, damaged or stolen Cards. Stripe will not be required to provide support to Program Users or Authorized Users in relation to the Program Services. Platform may not outsource its obligations under this Section 5.3 to any third party.

5.4 Authorized User Terms: Platform will ensure that Authorized Users accept the Authorized User Terms prior to using a Card in connection with the Program Services. Platform will ensure that each Authorized User complies with the Authorized User Terms. Stripe may update the Authorized User Terms in accordance with Section 11.3 of the Card Agreement. When requested by Stripe, Platform will ensure that Authorized Users are promptly notified of the updated Authorized User Terms as a prerequisite to continued use of the Cards.

5.5 Activity: Except as expressly provided in this Agreement, and without prejudice to the Connect Platform Agreement, Platform is responsible and liable to Stripe for all Activity (as defined in the Connect Platform Agreement) relating to the Program Services, whether initiated by Platform, a Program User, an Authorized User, or any person using Platform’s credentials including: (i) Authorized Users’ use of a Card for any Unauthorized Purpose, or in violation of this Agreement or the applicable Payment Method Rules; (ii) all Transactions on the Program User Account, and (iii) any fees, charges, costs, amounts, expenses or other losses that Stripe incurs that result from insufficient funds availability to cover debit requests from Stripe or due to debit reversals, and for the amount of all other fees, charges or losses incurred by or that result from the actions or inactions of Program Users or Authorized Users. Activity may be performed by or on behalf of Platform, a Program User or an Authorized User, depending upon how Platform integrates with the Program Services. Where either Stripe or a Program User incurs any losses based on unauthorized Activity initiated by Platform or on Platform’s behalf, Platform is financially liable to Stripe for such losses. Stripe may deduct such losses from Platform’s Stripe Account, or from Platform’s Payout Account or require Platform to pay such losses to Stripe. Stripe may, but is not obligated to, attempt to collect any amounts owed from Program Users prior to collecting such amounts from Platform.

5.6 Program Guidelines: Platform will: (i) comply with all product design, marketing, compliance, reporting, and other guidelines and requirements established by Stripe from time to time in connection with the Program Services (collectively, the “Program Guidelines”); and (ii) ensure that Program Users comply with all Program Guidelines. From time to time, Stripe may change or replace the Program Guidelines (a “Modification”). Stripe will provide Platform at least 30 days’ advance notice of all Modifications; however, if a Modification is necessary to comply with applicable Law or Payment Method Rules, then Stripe may provide less than 30 days’ advance notice to Platform.

6. Cards

6.1 Card Design: Platform may design the Card (or may enable a Program User to design the Card), subject to: (i) approval by Stripe (and the relevant Payment Method Provider, as required); and (ii) compliance with the Payment Method Provider’s brand standards and design requirements. Platform (or the relevant Program User, as applicable) will be responsible for choosing its artwork and graphic design for the Card. Platform represents, warrants and covenants that it has, and during the term of this Agreement will retain, title to and ownership of Platform’s name, logo and other service marks it uses in connection with the Program (“Platform Marks”). During the term of this Agreement, Platform grants to Stripe, and any third party Stripe engages to provide Card printing services, a fully paid-up, worldwide, non-exclusive license to use Platform Marks on Cards, materials relating to the Program Services, disclosures, and any other documentation provided by Stripe.

6.2 Card Creation and Distribution; Activation: Platform will submit (or may permit a Program User to submit) Card order requests to Stripe via the Stripe Platform, and Stripe will issue Cards based upon information contained in the Card order request. At Platform’s expense, Stripe will (as applicable to physical Cards and virtual Cards): (i) create, produce, emboss, encode and ship the Cards to Platform’s or Program User’s (or Authorized User’s) address in the EEA, UK or Switzerland (as applicable and as permitted by Stripe); (ii) re-issue and distribute replacements of Cards reported lost, stolen or damaged; and (iii) provide Program materials. Acknowledging that Platform may require Program User to be responsible for the following activities, Platform will be ultimately responsible to Stripe for distribution of the original issued Cards to Authorized Users.

6.3 Ownership and Cancellation of Cards: Cards are the property of Stripe and will be subject to suspension or cancellation at any time by Stripe in accordance with the Card Agreement, as required by applicable Law or applicable Payment Method Rules, or at Stripe’s reasonable discretion. Without limitation of the foregoing, Stripe may suspend or cancel a Card if it believes a Program User or an Authorized User is using the Card for unauthorized purposes, including: (i) fraudulent or illegal purposes; (ii) consumer, personal, or household purposes; or (iii) any purpose unrelated to the Program Services or otherwise restricted by Stripe (each, an “Unauthorized Purpose”). Stripe will notify Platform via the Stripe Platform as soon as practicable after suspending or cancelling a Card and Platform will then promptly notify the applicable Program User of the suspension or cancellation. To the extent permitted by applicable Law, Stripe will provide the reason for cancellation or suspension. Upon receipt from Stripe of notice of cancellation, Platform will, at its sole expense: (i) immediately return the cancelled Cards in its or a Program User’s possession or under its or a Program User’s control to Stripe; or (ii) provide written certification of destruction of any cancelled or unused Cards.

7. Funds and Transactions

7.1 Loading and Redeeming funds: Loading funds to, and redeeming funds from, a Program User Account will be managed directly between Stripe and each Program User, subject to the Card Agreement.

7.2 Transaction information: Stripe will, through the Stripe Platform, provide Platform with the Program User Account balances and a statement of Transactions for each Program User Account. Platform will be able to download monthly Transaction statements via the Stripe Platform. The Transaction statements will show: (i) information related to each Transaction which will enable it to be identified and, where appropriate, information on the payee; (ii) the amount of each Transaction shown in the currency in which the Transaction was paid; (iii) the amount of charges for each Transaction; (iv) where applicable, the actual exchange rate applied to each Transaction; and (v) the date each Transaction is authorized on or posted to the relevant Program User Account.

7.3 Transaction Limits: Program Users and/or Authorized Users are permitted to use the Cards for Transactions, in accordance with the Card Agreement. Stripe may, acting reasonably, require Platform to establish certain Transaction limits (“Transaction Limits”) to mitigate the risk of loss to Stripe, and to reduce the rate of declined Transactions. If Transaction Limits are required by Stripe, any Transactions in excess of the Transaction Limits will be declined. Platform may also apply merchant-specific and other Transaction restrictions using the Stripe Platform.

7.4 Reporting Errors or Disputing Transactions: Platform must notify Stripe by raising a dispute if Platform or a Program User believes that any Transaction was made in error, or any Transaction was unauthorized, or if a Card is lost, stolen or misappropriated. Platform must report any Disputed Transaction or error as soon as practicable and, in any event, no more than 13 months after the Disputed Transaction is posted to the relevant Program User Account. Notices for Disputed Transactions must specify details about the Transaction, and an explanation of Platform’s belief that the Disputed Transaction was made in error or was unauthorized. Stripe will review the information Platform submits in a commercially reasonable manner and notify Platform of the outcome (and Platform will promptly notify Program User accordingly). If the dispute is deemed valid by Stripe (in accordance with the Card Agreement), Stripe will credit the Disputed Transaction amount to the relevant Program User Account.

8. Fees and Taxes

8.1 Program Fees: Stripe will provide the Program Services to Platform and Program Users at the rates and for the fees described on the Pricing Page. In addition to the fees, Platform is also responsible for any penalties imposed on Platform or Stripe in relation to Platform’s use of the Program Services. Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement fees, and penalties for late or failed payments. All fees or penalties Platform owes are in addition to amounts owed for Transactions on Cards and Card Accounts associated with each Program User Account. Stripe may change fees or penalties by providing Program User advance notice before revisions become applicable to Program User, subject to applicable Law.

8.2 Platform Fees: Platform is solely responsible for communicating any use, recurring, or application fees charged to Program Users for their use of Platform Services in connection with the Program Services (“Platform Fees”) and must clearly communicate any Platform Fees to Program Users prior to imposing such fees.

8.3 Card Stamp Duty: Notwithstanding the terms of the Stripe Services Agreement (or the Connected Account Agreement, as applicable), and where applicable, Stripe may collect government levies, stamp duties, and other similar taxes in respect of Cards issued to Program Users by deducting the relevant amounts from the Platform’s Stripe Account.

9. Data

9.1 Data Usage: Stripe will only use Data (which for the purposes of this Agreement also includes Card Transaction Data) in accordance with the Connect Platform Agreement and the Stripe Services Agreement.

9.2 Privacy Policy: Where Platform provides Stripe with Personal Data about Administrators or Authorized Users, or authorizes Stripe to collect Personal Data about Administrators or Authorized Users (including Personal Data that Stripe may collect directly from Administrators or Authorized Users using cookies or other similar means), Platform must obtain all necessary rights and consents from the Administrators or Authorized Users to enable Stripe to collect, use, retain and disclose the Personal Data in accordance with the privacy policy located at https://stripe.com/privacy (“Stripe Privacy Policy”).

9.3 Program Information: Stripe will retain sole ownership and control of Card Transaction Data, and will treat that information as its confidential information in accordance with the Stripe Services Agreement. Platform may not use Card Transaction Data except to perform its obligations under this Agreement and may not provide or disclose any Card Transaction Data to any third party except to the extent required under applicable Law or the applicable Payment Method Rules.

10. Liability

10.1 Stripe liability: In addition to liability provisions in the Stripe Services Agreement, Stripe will not be liable to Platform, Program User, Administrators or Authorized Users for any losses sustained by Platform or any Program Users, Administrators or Authorized Users due to delay or failure in servicing a Transaction request.

10.2 Platform Liability for Program Users: Despite any provision of this Agreement (including any precedence or interpretation clause), there is no limitation or exclusion in relation to Platform’s liability for Program Users, or for Platform’s failure to acquire binding acceptance by each Program User of the the Card Agreement in accordance with Section 5.1 of this Agreement.

11. General Provisions

11.1.1 Term, Termination: The term of this Agreement will begin when Platform commences using the Program Services and will end when terminated by Platform or by Stripe, as described in this Agreement or as otherwise permitted by the Stripe Services Agreement. Platform may terminate this Agreement at any time by providing notice to Stripe and immediately ceasing use of the Program Services. However, if Platform commences using the Program Services again, Platform will be considered to have accepted this Agreement again. Stripe may terminate this Agreement: (a) where Platform is in breach of this Agreement and fails to cure the breach upon 30 days’ notice by Stripe (that notice and cure period only being required if curing the breach is feasible); or (b) upon 120 days’ notice for any reason. Stripe may also terminate this Agreement immediately: (a) if Platform is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding or similar action; (b) if Stripe determines that Platform is engaged in activity that fails to comply with applicable Law or causes a significant risk of reputational harm to Stripe; or (c) if the relevant Payment Method Provider terminates, or otherwise restricts, Stripe’s registrations in a manner that prevents Stripe from meeting all or any portion of its obligations under this Agreement.

11.1.2 Effects of Termination: All provisions giving rise to continuing obligations will survive termination of this Agreement. As stated above, the Connect Platform Agreement governs Platform’s use of Stripe’s Services, so the termination of this Agreement will not immediately trigger termination of the Connect Platform Agreement or the Stripe Services Agreement. All obligations in the Stripe Services Agreement or Connect Platform Agreement will only be terminated in accordance with the terms and conditions of that agreement. Termination of the Stripe Services Agreement or the Connect Platform Agreement will cause this Agreement to automatically terminate.

11.2.1 Interpretation: Headings are included for convenience only, and should not be considered in interpreting this Agreement. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” This Agreement does not limit any rights of enforcement that Stripe may have under trade secret, copyright, patent, or other laws. Stripe’s delay or failure to assert any right or provision under this Agreement does not constitute a waiver of that right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of that term or any other term.

11.2.2 Interpretation of incorporated terms: If the Connect Platform Agreement or the Stripe Services Agreement is updated after the effective date of this Agreement so that a reference in this Agreement to a provision of the Connect Platform Agreement or the Stripe Services Agreement is different from the provision intended by the parties to be referenced, then this Agreement will be interpreted to refer to the provision of the updated Connect Platform Agreement or Stripe Services Agreement that replaces or is analogous to the original provision of the Connect Platform Agreement or the Stripe Services Agreement, as applicable.

11.3 Right to Amend: Stripe may amend this Agreement at any time. Platform will be provided with notice of amendments through email, the Dashboard, and/or Stripe’s website. Platform agrees that any changes to this Agreement will be binding on Platform 7 days after Stripe makes the amendment (or, if a longer period is required by applicable Law, that longer period). If Platform elects to not accept the changes to this Agreement, Platform must: (a) provide notice to Stripe; and (b) immediately cease using the Program Services. Where Platform does not provide the notice prior to the amendments becoming binding, by continuing to use the Program Services, Platform agrees that it is consenting to any such changes to this Agreement.

11.4 Assignment: Platform may not assign or attempt to assign this Agreement without Stripe’s prior written consent.

11.5 Entire Agreement: This Agreement (including the agreements incorporated by reference) constitutes the entire agreement between Platform and Stripe with respect to the Program Services. This Agreement sets forth Platform’s exclusive remedies with respect to the Program Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under applicable Law, then it will be interpreted to accomplish the objectives of that provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

11.6 Beta Services Terms:

11.6.1: Stripe may indicate that the Program Services as a whole, with regard to a particular release or feature, or as offered in certain countries or regions, are classified by Stripe as “beta”, “pilot”, “limited availability”, “invite only”, or “pre release” (“Beta,” and the Beta portion of the Program Services, “Beta Services”). Beta Services are still in development, may have bugs or errors, may be feature incomplete, and may be subject to material change. Beta Services may be generally available in some countries while still classified as Beta in others. The Beta Services will continue to be subject to the Beta classification and this Section 11.6 until Stripe removes the classification.

11.6.2: Stripe has no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Beta Services, or any part of them, while the Beta classification is in place.

11.6.3: Stripe may suspend access to the Beta Services, including if Stripe reasonably believes that: (a) suspension of the Beta Services is required by Law; (b) continued provision of the Beta Services would cause Stripe to breach any obligation Stripe owes to a third party; or (c) Stripe determines that continued provision of the Beta Services would give rise to an unacceptable security or privacy risk. Stripe also may terminate access to the Beta Services if Stripe, in its sole discretion, generally stops offering the Beta Services completely or in the applicable jurisdiction.

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