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X617
VISA BUSINESS CHECK CARD
MASTER AGREEMENT
This Visa Business Check Card Master Agreement (the “Agreement”)
establishes the terms and conditions governing Compass Bank Visa Business
Check Cards issued on behalf of the Company. This Agreement should be
read carefully and maintained in the Company’s records. The Company does
not have to sign this Agreement, but each Authorized Cardholder should sign
the Card upon receiving it. By signing the application for this service or by
retaining, using, transferring or signing the Card, the Company agrees to the
terms of this Agreement.
Definitions.
• Account - refers to the Company’s designated deposit account with the
Bank that is tied to or may be accessed by using a Card issued to an
Authorized Cardholder.
• Authorized Cardholder - refers to each person to whom the Bank has
issued a Card.
• ATM - refers to automated teller machines. • Bank - refers to Compass
Bank.
• Card - refers to the Compass Bank Visa Business Check Card which
accesses the Account.
• Company means the business that has requested the Bank to issue
one or more Cards.
• Network - refers to each of the various card processing networks in
which the Bank participate, which may include the INTERLINK, PLUS,
STAR, and Visa networks. The Bank will notify the Company of any
changes to the networks in which the Bank participates.
• PIN - refers to the personal identification number required for certain
uses of the Card.
• POS Transaction - refers to a “point-of-sale” Card transaction for the
purchase of goods or services conducted with a PIN.
• Unauthorized Use - refers to a transfer from the Account initiated
using either a Card or the account number for a Card by someone
other than an Authorized Cardholder where that person had no actual
authority to initiate the transfer and neither the Company nor the
Authorized Cardholder received any benefit from the transfer. There is
no unauthorized use if: (a) an Authorized Cardholder allows someone to
use the Card, the account number for the Card, or the PIN, even if that
person transfers more than authorized, unless the Company has notified
the Bank that transfers by that person are no longer authorized, and the
Bank has had reasonable time to act on the Company’s notification; (b)
the transfer was conducted by a person who has an ownership interest
in the Company; (c) the transfer was conducted by any person who has
an interest in or authority to transact business on the Account ; or (d)
the Bank initiates the transfer.
• Visa Transaction - refers to a Card transaction conducted without a PIN
at either a merchant’s terminal connected to or a financial institution
participating in the Visa Network.
1. Authorized Cardholders. The Bank may issue Cards to Authorized
Cardholders upon the request of the Company. The Cards will be mailed
to the address of the Company as set forth in the Bank’s records unless
otherwise requested in writing by the Company. The Company is solely
responsible for distributing the Cards to the Authorized Cardholders and
for safeguarding the Cards following receipt. The Company acknowledges
that Cards are for the use of the Company’s employees only. The name
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of the Authorized Cardholder will be imprinted on the Card, along with
the Company’s name. The Company is solely responsible for the use and
treatment of a Card by an Authorized Cardholder and will inform each
Authorized Cardholder as to the terms and conditions of this agreement.
Unless the Company notifies the Bank otherwise in writing, the Company
hereby authorizes and directs the Bank to issue a renewal or replacement
Card before the expiration of each Card. The Company acknowledges and
agrees that Cards are not assignable or transferable, by operation of law
or otherwise.
2. Business Purposes. Cards are to be used solely for business purposes
and the Company agrees to so advise each Authorized Cardholder. The
Company’s obligation under this Agreement, however, shall not be affected
or limited if any balances are incurred for non-business purposes.
3. Use of the Cards. Each transaction on a Card is considered an “item”
under the Deposit Account agreement applicable to that transaction, and
will be subject to the terms of that agreement. To protect the use of the
Cards, each Authorized Cardholder will be provided with a PIN, which must
be used on all ATM Transactions and POS Transactions. The Company
agrees to instruct each Authorized Cardholder not to disclose the PIN to
anyone. If the security or confidentiality of any PIN is compromised, the
Authorized Cardholder should notify the Bank at once by calling 1-800239-5175 or 256-552-6809.
Subject to availability of funds in the Account and any applicable access,
activity or security limits (as provided in Section 5), Cards may be used:
• ATM Transactions: A Card may be used with a PIN:
* To make cash withdrawals from the Account at any Compass ATM and
any ATM connected to the Networks;
* To make deposits to the Account at any Compass ATM.
• POS Transactions: A Card may be used with a PIN to access funds in
the Account to purchase goods or services and to obtain cash at any
merchant that participates in the Interlink or Star Networks.
• Visa Transactions: A Card also may be used without a PIN to access
funds in the Account to purchase goods or services at any merchant
that accepts Visa debit cards, and to make cash withdrawals from the
tellers at those banks and other financial institutions that participate in
the Visa Network and accept Visa debit cards.
The Bank does not promise that everyone will accept Cards. The Bank will
have no liability if anyone refuses to accept a Card. Except as otherwise
provided in Sections 11 and 13, the Company shall be liable for all
charges made using a Card.
Holds For Authorized Transactions. When a Card is used for certain
transactions (including every POS and many Visa Transactions), the
merchant accepting the Card may request advance authorization of that
transaction. If the Bank authorizes a transaction, the Bank may place
a temporary “hold” on the Account for the amount of the authorized
transaction, which is referred to as a “POS hold.” A POS hold is not
payment for an authorized transaction. The Bank will make payment for
a transaction only after the actual transaction is presented physically or
electronically to the Bank.
Release of POS holds: Any POS hold on the Account will be released
upon the earlier of: (a) the day we: (i) receive the actual transaction, (ii)
post that transaction to the Account for payment, and (iii) match the
authorization of that transaction to the actual transaction; or (b) three (3)
business days after the date we authorized that transaction. The release
of the POS hold will be in the form of a credit to the Account for the
amount of the hold. Credits for released POS holds and payments for Card
transactions are posted separately to the Account, and the credit for any
particular POS hold is not used to pay the particular transaction for which
the hold was placed.
Effect of an authorization hold: Each POS hold will reduce the available
balance in the Account by the amount of the hold. In the event the
available balance in the Account is insufficient to pay items posted to
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the Account, the Bank may assess and the Company agrees to pay a
service charge for each item (including a transaction on a Card) presented
against insufficient funds (an “NSF fee”). An insufficient available balance
in the Account may result in whole or in part from a POS hold or from NSF
fees charged to that Account.
Authorization requests by merchants: Under the Visa rules governing Card
transactions, merchants generally are permitted to request authorization
only for the actual amount of a transaction. However, certain kinds of
merchants in specified situations are permitted to request authorization
for a Card transaction in an amount different from the amount of the
actual transaction. For example, restaurants and drinking establishments
may request authorization for the estimated amount of a transaction,
and others may request authorization for an amount up to 20% over the
amount of the actual bill in order to cover an anticipated tip. When the
Bank receives an authorization request from a merchant, the Bank does
not receive information from which to determine whether the request
covers the actual amount of a transaction, an estimated amount, or
whether the merchant’s request exceeds the amount permitted by the
Visa rules.
For example:
• If a Card is used to pay for a $50 dinner, the restaurant may request
authorization for a $60 transaction, as permitted by the Visa rules.
• If a Card is used at a drinking establishment to order drinks totaling $10,
the establishment might request authorization for a $50 transaction
in anticipation that additional orders will be placed. Even though this
practice may not be permitted by the Visa rules, the Bank cannot make
this determination at the time it receives the authorization request.
• Card terminals used for “pay at the pump” gasoline purchases
will check for authorization before the amount of any purchase is
determined. Authorization will be given only if the available balance
in the Account equals or exceeds a certain designated amount, which
may vary among merchants and change from time to time. Because
authorization is based on this designated amount (not the amount of
the intended purchase), authorization may be declined even though
the available balance in the Account is sufficient to cover the intended
purchase. To avoid authorizations that may exceed the amount of your
intended purchase, Authorized Cardholders may pay inside the station
rather than at the pump.
If the Bank authorizes a Card transaction, the POS hold will be for the
amount requested by the merchant, which may be in excess of the
amount of the actual transaction or the amount permitted by the Visa
rules. Because each POS hold reduces the available balance in the
Account, any authorization request by a merchant for an amount that
exceeds the amount of the actual transaction may cause the Company
to have insufficient funds to pay items posted to the Account, and may
cause the Company to incur NSF fees for those items.
Illegal Transactions. Cards must not be used for (i) any transaction that
is illegal in the jurisdiction where any Authorized Cardholder lives, in
the jurisdiction where the transaction is consummated, or in any other
jurisdiction affected by the transaction, or (ii) any Internet or on-line
gambling transaction or lottery ticket purchase (whether or not the
same is legal in any applicable jurisdiction), and the Company agrees
to so instruct each Authorized Cardholder. Display of the Visa logo or
any other logo by any person accepting the Card does not indicate that
the transaction is legal in all applicable jurisdictions. The Company
acknowledges and agrees that the Bank has no obligation to monitor,
to review or to evaluate the legality of any Card transaction. The Bank
reserves the right to decline any transaction that the Bank, in its sole
discretion, believes to be an illegal transaction, an Internet or on-line
gambling transaction, lottery ticket purchase or a high-risk transaction.
To the fullest extent permitted by law, the Company agrees to pay for
any Card transaction authorized by an Authorized Cardholder, even if that
transaction is determined to be illegal.
International Transactions. International Transactions include any transfer
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made using the Card in a foreign currency and any transfer made using
the Card outside of the United States of America, even if that transaction
is made in U.S. dollars. If the transfer is made in a currency other than
U.S. dollars, Visa will convert the amount of that transaction into U.S.
dollars according to its own currency conversion procedures in effect at
that time. The exchange rate used to convert the currency is either a rate
selected by Visa from the range of rates available in wholesale currency
markets on the applicable processing date (which rate may differ from
the rate the entity itself receives), or the government-mandated exchange
rate in effect on the applicable processing date. The exchange rate in
effect on the applicable processing date may differ from the exchange
rate in effect on the date the Card or the number for the Card was used.
The amount (in U.S. dollars) of any credit associated with a particular
foreign currency transaction is likely to differ from the amount (in U.S.
dollars) of the original transaction due to differences in the applicable
rates, which may vary daily. The Bank may charge the Company an
International Service Fee (“ISF”) equal to one percent (1%) of the U.S.
dollar amount of any International Transaction made at an ATM and three
percent (3%) of the U.S. dollar amount of any International Transaction
made at some place other than an ATM, whether that transaction was
originally made in U.S. dollars or was made in another currency and
converted to U.S. dollars by Visa. In either case, the International Service
Fee (the “ISF”) will be calculated on the U.S. dollar amount provided to
the Bank by Visa and will be charged to the same Account to which the
transaction is posted at the same time the International Transaction posts
to that Account. The same conversion process and fee may apply if any
International Transaction is reversed or credited back to the Account.
4. Insufficient Funds. The Bank may allow one or more ATM transactions,
POS Transactions or Visa Transactions, even though the Account has an
available balance that is insufficient to cover the transaction. The fact
that a transaction is completed is no guarantee or representation that
the Company has sufficient funds in the Account to cover the transaction.
If there are insufficient collected funds in the Company’s Account to pay
for any purchase made or cash obtained through the use of a Card, the
Bank may, at its option: (a) decline authorization on that purchase or cash
withdrawal; or (b) authorize payment of that purchase or cash withdrawal,
even though payment causes an overdraft of the Account. The Company
agrees to pay the Bank’s service charge for handling and processing
items drawn against insufficient funds and the amount of any overdraft
without further notice or demand. The Bank will not be liable for either
paying or declining to authorize payment for such purchases and cash
withdrawals.
5. Limitations on Account Access and Activity. (a) The Company agrees
to advise each Authorized Cardholder of the specific access and activity
limits with respect to that Card, including, but not limited to, restrictions
relating to ATM and POS Transactions, the use of the Card at various
merchants, and the maximum number of transactions or maximum
total dollar amounts permitted during a specified period of time. The
Company understands that once an activity limit is reached, the Bank
has no obligation to honor further use of the Card until the applicable time
period has expired or the Company advises the Bank of a change to the
restrictions in accordance with Section 11. For security reasons, there are
restrictions imposed on Cards that may limit the ability of an Authorized
Cardholder to use a Card. Some of these restrictions, which are designed
to detect and prevent unauthorized use of your Card, cannot be disclosed.
Unless the Company requests and the Bank agrees, or the Bank, in its
sole discretion, determines otherwise, the Bank may place the following
daily limitations on the withdrawals and other transactions an Authorized
Cardholder may perform:
* Total cash withdrawals at ATMs - $500 per day or available balance,
whichever is less.
* Total POS Transactions - $6,000 per day or available balance, whichever
is less.
The daily period to which these limitations apply shall commence at 12:00
Midnight on each day and end at 12:00 Midnight on the following day. We
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may add to, remove from or otherwise change our restrictions at any time
and without notice to the Company. Because of the limitations imposed
by some non-Compass ATMs and in the event of equipment failure or
unavailability, an Authorized Cardholder may not be able to withdraw or to
access funds even though these limitations have not been exceeded.
All deposits made through a Compass ATM are subject to verification and
proof, and are accepted in accordance with the terms of the agreement
for the Deposit Account and our Funds Availability Policy.
6. Posting of Transactions. Each authorized ATM deposit transaction made
by the ATM’s posted cut-off time on any Bank business day will be posted
to the Account on the date of receipt; otherwise, it will be posted on the
following Bank business day. Note that deposit transaction cut-off times
may differ from non-deposit transaction cut-off times.
7. Bank’s Business Days. The Bank’s business days are Monday through
Friday excluding holidays.
8. Overdrafts. All overdrafts and fees incurred in connection with the use of
a Card are governed by the terms and charges applicable to the affected
deposit accounts(s). Any such overdrafts may be deemed by the Bank to
be an event of default under this Agreement, and the Bank may use any
deposit account funds and/or other personal property, which are in the
possession of the Bank or which secure other indebtedness to the Bank
at the time of such default, toward payment of such overdrafts or fees due
to the Bank.
9. Documentation of Card Transactions. Authorized Cardholders may
receive a receipt for ATM, POS and Visa Transactions. As part of the
periodic Account statement (the “Statement”), the Bank will provide the
details of all Card transactions and credits made during the applicable
period and all fees imposed under this Agreement. The Company agrees
to promptly review each Statement. If the Company or an authorized
Cardholder believes that a Statement is incorrect or includes an
unauthorized transfer, or needs additional information about a transfer
shown on the Statement, the Company must notify the Bank in writing at
the following address or phone number within thirty (30) days of the date
of the Statement on which any disputed charge or error first appeared:
COMPASS BANK CARD CENTER
P.O. Box 2210
Decatur, Alabama 35699-0001
1-800-239-5175 or 256-552-6809
The Company agrees that the Bank will not be liable for any amount of
loss that the Company may incur if the Company’s periodic statement
shows an unauthorized transfer on the Card and the Company does not
notify the Bank within sixty (60) days after the statement was mailed to
the Company.
Notwithstanding anything in this Agreement to the contrary, if the
Company does not properly notify the Bank within such time period, the
Company waives any of its rights with respect to the disputed amount.
This notice must include the following information: the Authorized
Cardholder’s name; the Account number; the dollar amount of any dispute
or suspected error; the reference number for any questioned transaction;
and a brief description of the dispute of suspected error.
10. Termination of Authorized Cardholder’s Employment. If an Authorized
Cardholder’s employment with the Company is terminated, the Company
will immediately notify the Bank in writing that the Authorized Cardholder’s
employment has been terminated so that the Bank can cancel the
Authorized Cardholder’s Card. Until the Bank receives such notification,
the Card shall remain subject to this Agreement and the Company shall
remain liable for all transactions conducted by use of the Card unless
otherwise specifically set forth herein.
11. Cancellation of Cards: Changing Limits on Cardholders Accounts.
(a) If the Company at any time wishes to cancel, increase, reduce
or otherwise change any limit or other requirement on any
outstanding Card, the Company shall notify the Bank in writing of
the requested action and the requested effective date of such action.
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Upon cancellation of any Card, the Company will promptly notify
the Authorized Cardholder and will use its best efforts to obtain
the canceled Card and return that Card, cut in half, to the Bank or
otherwise destroy the Card.
(b) Upon cancellation of a Card in accordance with this Agreement,
the Company shall remain liable for all transactions conducted by
the use of the Card prior to such cancellation or termination unless
otherwise set forth in this Agreement.
(c) Upon the Bank’s reduction of or change in any limit or other
requirement on any outstanding Card, the Company shall promptly
notify the Authorized Cardholder. Notwithstanding any such notice,
the Company shall remain liable for all amounts incurred by the use
of the Card unless otherwise specifically set forth herein.
12. Amendment and Termination of Agreement. The Bank may modify
and change this Agreement from time to time, including, without
limitation, applicable fees. Any such modification or change, other than
an immediate change necessary to maintain or restore the security of the
Account or any ATM network in which the Bank participates, shall take
effect not less than twenty-one (21) days after notice thereof has been
mailed to the Company’s last address shown on the Bank’s records or
otherwise made available to Company Either the Company or the Bank
may terminate this Agreement in its entirety or may terminate individual
or collective Card privileges at any time, but any such termination shall
not affect any of the Company’s existing obligation under this Agreement.
Each Card is the property of the Bank, is nontransferable and must be
surrendered to the Bank upon demand.
13. Notifying the Bank of Unauthorized Use. The Company agrees to
instruct each Authorized Cardholder to notify the Company immediately if
a Card or PIN is lost or stolen, or if a Card or PIN or the account number
for a Card or PIN may be subject to any unauthorized use. The Company
agrees to notify the Bank immediately at 1-800-239-5175, if the Company
or any Authorized Cardholder knows or suspects that a Card or PIN is lost,
stolen or otherwise subject to unauthorized use. The Bank may ask for
information in writing concerning the apparent or potential unauthorized
transfer. If the Bank does so, the Bank will provide the address to which
that information should be sent 14. Liability for Unauthorized Use of the
Card. If the Company or an Authorized Cardholder notifies the Bank of
a lost or stolen Card or PIN or any known or suspected unauthorized
transfers, the Bank will respond in a commercially reasonable manner
and time to reduce the risk of any unauthorized use. If the Company fails
to notify the Bank, as required in Section 13 above, and the Bank can
prove it could have stopped any unauthorized use if it had been given
the required notice, the Company shall be liable for all unauthorized
use. The Company agrees that, with respect to any single unauthorized
transfer from the Account, in no event shall the Bank be liable in an
amount exceeding the lesser of five thousand dollars ($5,000) or the
actual amount of the unauthorized transaction. The use of a Card at
any time by an Authorized Cardholder, or by another person with an
Authorized Cardholder’s knowledge, even if the Authorized Cardholder is
no longer employed or associated with the Company, shall not constitute
unauthorized use, subject to applicable law and Sections 10 and 11 of the
Agreement. Notwithstanding the foregoing, if the unauthorized transfer
was a Visa Transaction, the Bank agrees to extend the benefits provided
by the Visa Zero Liability program in effect at the time of the unauthorized
use, as long as the Company notifies the Bank within a reasonable period
of time after the loss or theft of a Card or PIN or any unauthorized use of
it. The Bank will determine, in its sole discretion, the reasonableness of
any particular period of time based on the circumstances. If the fraudulent
action or gross negligence of the Company, any Authorized Cardholder, or
any owner or employee of the Company contributes to the unauthorized
use of a Card for a Visa Transaction, then the Company’s liability for that
use will be determined as provided above in “For Unauthorized ATM and
POS Transactions.” Gross negligence includes but is not limited to the
Company’s failure to fulfill its obligations under this Agreement, such as
the obligations to review statements and to report any lost or stolen Card
or unauthorized use.
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15. Indemnification. The Company shall indemnify and hold harmless the
Bank, its affiliates, and their respective directors, officers, employees and
agents, from and against any and all losses, claims, damages, expenses,
liabilities, judgments, settlements, or other amounts, including reasonable
attorney’s fees (collectively, “Losses”) resulting from, relating to or arising
out of this Agreement; provided, however, that the Company shall have no
obligation to indemnify the Bank, its affiliates, or their respective directors,
officers, employees or agents against any Losses to the extent that such
Losses result from, arise out of or relate to the gross negligence or willful
misconduct of the Bank, its affiliates, or their respective directors, officers,
employees or agents.
16.Dispute Resolution: You agree that our issuance of the Card and
performance of the related services provided under this Agreement take
place in and substantially affect interstate commerce, and are irrevocably
tied to your Deposit Accounts. You also agree that any dispute arising out
of or relating in any way to this Agreement shall be settled according to
the terms provided in the Dispute Resolution Section of your Deposit
Account Agreement, provided to you in connection with your deposit
account(s). The terms and conditions of your Deposit Account Agreement
are incorporated by reference into this Check Card Agreement.
YOUR ATTENTION IS DRAWN TO THE DISPUTES RESOLUTION SECTION
OF YOUR DEPOSIT ACCOUNT AGREEMENT WHICH IS INCORPORATED BY
REFERENCE INTO THIS CHECK CARD AGREEMENT. THAT SECTION DESCRIBES
ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS. IF A DISPUTE ARISES
BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH
ARBITRATION RATHER THAN THROUGH A JURY TRIAL.
If you reside in a state other than California, and we do not maintain
your Deposit Account in California, the Dispute Resolution Section of the
Deposit Account Agreement contains an arbitration provision that limits
your ability to litigate claims in court and your right to jury trial. You should
review this section of your Deposit Account Agreement carefully. You will
not have the right to participate as a class representative or member of
any class of claimants for any claim subject to arbitration.
If you reside in California or we maintain your Deposit Account in
California, the Dispute Resolution Section of the Deposit Account
Agreement contains a judicial reference and waiver of jury trial provision
that limits your ability to litigate claims in court and your right to a jury
trial. By agreeing to judicial reference, you and we waive, and shall not
have, any right to a jury trial.
17. General. This Agreement and the related application represent the entire
agreement between the parties with respect to Card(s). If there is any
conflict between the terms of this Agreement and the Bank’s depository
agreement applicable to the account, the terms of this Agreement shall
prevail as to all matters relating to the issuance and use of the Card(s).
The remedies provided in this Agreement are cumulative and are not
exclusive of any other rights or remedies provided by law. The Company
waives demand, presentment, notice of dishonor, protest and suit. This
Agreement is effective upon the Bank’s approval. This Agreement shall
be governed by federal laws and the laws of the state in which the Bank
is headquartered, including but not limited to those regarding the validity,
mode of performance, and interpretation of this Agreement. This choice
of law provision forms a basis of the bargain between the Company and
the Bank. If any provision is found to be invalid or unenforceable, the
remaining provisions or terms will remain in full force and effect.
18.Attorney’s Fees and Other Collection Charges. The Company agrees
to pay all reasonable expenses incurred by the Bank in collecting or
attempting to collect the amounts that the Company owes the Bank under
this Agreement, including court costs and reasonable attorneys’ fees.
19. Notices. Any notice the Company is required to give the Bank under this
Agreement will be effective only when the Bank actually receives it at
the address set forth in Section 9 and, except as specifically provided
otherwise, must be in writing. General notices regarding the Account,
including a change of address, are governed by the Bank’s deposit
agreement applicable to the Account.
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20.ATM Safety. You agree to use discretion when using ATMs. If there are
any suspicious circumstances, do not use the ATM. If you notice anything
suspicious while transacting business at the ATM, cancel the transaction,
pocket your Card and leave. Be careful when using the ATM and be
aware of the surroundings, especially at night or in isolated areas. Park
near the ATM in a well lighted area. At night, have someone accompany
you when possible. Do not approach a dark ATM. Do not accept
assistance from anyone while using the ATM. Do not display your cash;
pocket it and then count it in the safety of your home or office. Be sure
to save your transaction slips and check them against your statements
regularly. Prepare deposits at the office to minimize your time at the ATM.
Make sure you safeguard your PIN. Do not write your PIN on your Card or
carry it in your wallet or purse. Always secure your Card just as you would
cash, checks and credit cards. You agree not to disclose or otherwise
make your Card or PIN available to others without our prior written
consent. Your Cards must be returned to us upon request. Immediately
report all crimes to local law enforcement and to the ATM operator. We
do not guarantee your safety while using the ATM.
X617
8
Rev 06/12