These terms (“Stripe Issuing Accountholder Terms”) supplement the General Terms and govern your use of the Stripe Issuing Services.

Relationship to Issuing Bank Terms.
When you use the Stripe Issuing Services, you agree to the applicable Issuing Bank Terms listed in Section 2.1 of these Stripe Issuing Accountholder Terms. To the extent that there is a conflict between the Issuing Bank Terms and this Agreement, the Issuing Bank Terms will prevail.

Overview of Stripe Issuing Programs.
2.1 Available Programs.
The Issuing Banks provide the following Stripe Issuing Programs:

Stripe Issuing Program: Spend Card

Description: A commercial credit card secured by an Asset Account.
Issuing Bank Terms: Celtic Bank Issuing Bank Accountholder Terms: Spend Card
Stripe Issuing Program: Treasury Spend Card

Description: A commercial credit card secured by an Asset Account, coupled with the Stripe Treasury Services.
Issuing Bank Terms: Celtic Bank Issuing Bank Accountholder Terms: Spend Card
2.2 Structure of Stripe Issuing Programs.
The Issuing Banks provide and Stripe manages the Stripe Issuing Programs. Stripe, as each Issuing Bank’s program manager, performs certain activities in connection with the Stripe Issuing Programs, including processing applications for Stripe Issuing Accounts and performing onboarding services, servicing Stripe Issuing Accounts, sending communications and providing disclosures and Stripe Issuing Account information. Each Issuing Bank issues Cards and Stripe Issuing Accounts under the applicable Issuing Bank Terms.

2.3 Approval and Providing Information.
You must not use the Stripe Issuing Services until Stripe and the applicable Issuing Bank approve your application. As a condition of their approval, Stripe or the Issuing Bank may require you to provide User Information and information about your activities and intended use of the Stripe Issuing Services. This information may be separate from or in addition to information you may have previously provided to Stripe in connection with other Services. You must provide all additional financial and other information Stripe or the applicable Issuing Bank requests from time to time.

After Stripe and the applicable Issuing Bank approve your application, Stripe will provide you with access to a Stripe Issuing Account, and you may participate in the Stripe Issuing Program.

2.4 Appointment of Stripe Issuing Administrator.
You may appoint a Stripe Issuing Administrator to administer the Stripe Issuing Program on your behalf (e.g., managing how Card Authorized Users use Cards). You must ensure that the Stripe Issuing Administrator complies with this Agreement and the applicable Issuing Bank Terms. You are responsible for the Stripe Issuing Administrator’s acts and omissions in connection with the Stripe Issuing Program.

Relationship with Card Authorized Users.
3.1 Card Authorized User Terms.
You must provide the Card Authorized User Terms to your Card Authorized Users. You must maintain records of your Card Authorized User’s acceptance of the Card Authorized User Terms for at least 2 years. In the agreement between you and your Card Authorized Users, you must specify that the Card Authorized User's use of the Stripe Issuing Program or Stripe Issuing Account is on your behalf. You must ensure that Card Authorized Users comply with these Stripe Issuing Accountholder Terms and the Card Authorized User Terms. You are responsible for your Card Authorized Users’ acts and omissions, including their use of Cards. You may only impose liability on Card Authorized Users in connection with the Stripe Issuing Program as Law allows.

3.2 Inquiries.
Stripe (or, if applicable, your Stripe Connect Platform) will manage all inquiries from Card Authorized Users regarding the Stripe Issuing Services, including inquiries related to the use of Cards, and lost, damaged, or stolen Cards.

3.3 Issuing Complaint Handling.
You must submit each Issuing Complaint (other than an Issuing Complaint made by Card Authorized Users who are your employees) within 3 business days after you receive the Issuing Complaint, to your Stripe Connect Platform or, if you do not have one, to issuing-complaints@stripe.com. You must address and resolve all Issuing Complaints made by Card Authorized Users who are your employees.

Card Design and Orders.
4.1 Card Designs.
You may request specific Card designs for Cards issued to you or Card Authorized Users. You must provide all proposed Card designs and disclosures to Stripe for review and approval using the process Stripe requires. Stripe will review Card design and disclosure proposals for compliance with this Agreement, Issuing Bank requirements, the Card Network Rules, Law and Stripe reputational considerations. If Stripe does not approve a proposed Card design or disclosure, Stripe will recommend modifications that, if made, will meet these requirements. You must resubmit the modified Card design or disclosure to Stripe for approval using the same process.

4.2 Card Orders.
You may order Cards through your Stripe Dashboard (or, if applicable, through your Stripe Connect Platform). At your, or, if applicable, your Stripe Connect Platform’s, expense, Stripe will procure and ship (a) Cards based on the information contained in the applicable Card order to the address specified in that Card order; and (b) replacements for Cards reported as lost, stolen or damaged. Risk of loss for Cards passes to the recipient (you or your Stripe Connect Platform) when Stripe ships the Card to the address specified in the order.

4.3 Card Ownership; Limitations.
The applicable Issuing Bank owns each Card. If Stripe requests that you or a Card Authorized User return a Card, then you must return, or ensure that the Card Authorized User returns, that Card promptly to Stripe or the Issuing Bank as Stripe instructs. Stripe or the applicable Issuing Bank may cancel, repossess or restrict the use of Cards at any time according to the Issuing Bank Terms.

4.4 User Material.
You represent as of the date you submit User Materials for a Card to Stripe for review, and warrant at all times during the Term, that you have the necessary rights in the User Materials to use (and grant Stripe the rights to use) the User Materials on the Cards and other materials related to the Stripe Issuing Program. You grant to Stripe and its Affiliates a worldwide, non-exclusive, royalty-free license to use the User Materials on Cards and applicable Stripe Issuing Program materials. You also grant to Stripe and its Affiliates the right to sublicense these rights to third parties that Stripe engages to create Cards and applicable Stripe Issuing Program materials.

Activation and Limitations on Cards.
5.1 Activation.
You must activate a Card prior to use of that Card, through your Stripe Dashboard (or, if applicable, through your Stripe Connect Platform). All Cards issued to you are linked to your Stripe Issuing Account. Once a Card is activated, Card Authorized Users may use Cards to initiate Card Transactions on your behalf.

5.2 Limits and Available Spend.
The Issuing Bank will establish restrictions on the use of your Stripe Issuing Account and Cards based on funds held in your Asset Account and the Issuing Bank’s underwriting criteria. Stripe will notify you of the current restrictions when you are approved for a Stripe Issuing Account through your Stripe Dashboard (or, if applicable, through your Stripe Connect Platform). You may establish restrictions related to the Cards in accordance with the Issuing Bank Terms (e.g., on the dollar amount of individual Card Transactions, and the types of merchants with which your Cards may be used). Each of the Issuing Bank and Stripe may prevent Cards from functioning outside of the United States of America. You must communicate all applicable restrictions to your Card Authorized Users.

Card Security.
6.1 Securing Cards and Account Data.
You and your Card Authorized Users are responsible for securing Cards and Card Account Data. When stored or processed digitally, you must use appropriate organizational and technical measures to secure Cards and Card Account Data in your and your Card Authorized Users’ possession or control, including through the use of industry-standard encryption. You must monitor any suspicious or unauthorized activities and fraud on your Stripe Issuing Account and each Card.

6.2 Unauthorized Transactions.
As between you and Stripe, you are responsible for Card Transactions, and fees and penalties Stripe incurs resulting from any Card Authorized User’s failure to (a) exercise reasonable care in safeguarding Cards from loss or theft; or (b) promptly report loss or theft, including fraud. Additionally, to the extent Law permits, if you or a Card Authorized User allows another party to use the Card or Card Account Data for any purpose or if an unauthorized person uses a Card or Card Account Data, you will be liable for that use, including all losses, damages and costs arising out of or relating to that use. To the extent Law permits, Stripe is not liable for any losses, damages or costs to you or your Card Authorized Users arising out of or relating to (y) unauthorized access to or use of a Card or your Stripe Issuing Account; or (z) your failure to use or implement anti-fraud measures, security controls or any other data security measures.

Card Disputes.
7.1 Card Disputes.
You must first contact the merchant to resolve a Card Dispute. If you are unable to resolve the Card Dispute with the merchant, then you may dispute the Card Transaction through your Stripe Dashboard (or, if applicable, to your Stripe Connect Platform). The disputed Card Transaction is subject to the Card Network Rules and Law regarding chargebacks and you may not be able to successfully chargeback the Card Transaction.

7.2 Reporting Unauthorized Transactions and Disputes.
You (or, if applicable, your Stripe Connect Platform) must report all (a) unauthorized Card Transactions (including fraud) to Stripe immediately; and (b) erroneous Card Transactions and other Card Disputes to Stripe within 60 days (or any longer period Law prescribes) after the Card Transaction posts to your Stripe Issuing Account. You must notify Stripe of all Card Disputes, including erroneous and unauthorized Card Transactions, through your Stripe Dashboard (or, if applicable, to your Stripe Connect Platform). Stripe will review the information you submit according to Law. If Stripe determines that the Card Dispute is valid or the Card Transaction was erroneous or unauthorized, Stripe will credit the amount of the applicable Card Transaction back to your Stripe Issuing Account. If Stripe fully or partially credits the amount of any Card Transaction to your Stripe Issuing Account, you transfer to Stripe all claims (excluding tort claims) that you may have against the merchant for the Card Transaction.

Ability to Decline to Authorize a Card Transaction.
In addition to Stripe’s rights under Section 9 of these Stripe Issuing Accountholder Terms, Stripe or an Issuing Bank may (a) reverse or decline to authorize a Card Transaction at a prohibited or restricted merchant or a merchant operating a Restricted Business; and (b) reverse or decline to authorize a Card Transaction and suspend a Card if Stripe reasonably suspects fraud. Neither Stripe nor the Issuing Bank are responsible for losses, damages or costs you incur arising out of or relating to declined or reversed Card Transactions.

Default; Termination.
9.1 Default.
You are in default under these Stripe Issuing Accountholder Terms if (a) you violate Law, or breach these Stripe Issuing Accountholder Terms, the Issuing Bank Terms, or the Card Network Rules; (b) you fail to pay any amounts you owe to Stripe or the applicable Issuing Bank in connection with the Stripe Issuing Program; (c) you initiate a Card Transaction that would exceed or violate a limit established for your use of the Stripe Issuing Program; (d) you are the subject of an Insolvency Proceeding; (e) Stripe or the applicable Issuing Bank determines that you provided inaccurate information in your application, or that you have failed to keep this information current; or (f) Stripe or the applicable Issuing Bank determines that you pose an unacceptable regulatory, reputational or financial risk.

9.2 Stripe’s Right to Suspend or Terminate.
If you are in default under these Stripe Issuing Accountholder Terms, Stripe may (a) suspend or terminate your Stripe Issuing Account or any or all Cards; (b) declare any amounts you owe to Stripe or the applicable Issuing Bank immediately due and payable; (c) refuse to authorize any Card Transactions; (d) reverse any Card Transactions; (e) terminate these Stripe Issuing Accountholder Terms; and (f) take any other action Stripe deems necessary. In addition, Stripe may suspend or terminate your Stripe Issuing Account or any Cards if the applicable Issuing Bank directs Stripe to do so.

9.3 Reactivating after Suspension.
If Stripe suspends your Stripe Issuing Account or a Card, Stripe may require you to pay amounts you owe to Stripe or the Issuing Bank before reactivating your Stripe Issuing Account or that Card.

9.4 Right of Setoff.
Stripe, for itself and on behalf of each Issuing Bank, may set off any amounts you owe to Stripe or the applicable Issuing Bank in connection with your participation in the Stripe Issuing Program against other funds that Stripe or the Issuing Bank holds or processes on your behalf.

Closing Your Stripe Issuing Account.
You may close your Stripe Issuing Account or any Card by notifying Stripe (or, if applicable, your Stripe Connect Platform).

Data Protection.
11.1 Data Protection.
You represent as of the Effective Date, and warrant at all times during the Term, that you have and maintain all necessary rights and consents under Law to provide to Stripe and the applicable Issuing Bank, and to allow Stripe and the applicable Issuing Bank to collect, use, retain and disclose, all Personal Data that you provide to Stripe or any Issuing Bank or authorize Stripe and any Issuing Bank to collect, including data that Stripe may collect directly from Card Authorized Users. You are solely responsible for disclosing to Card Authorized Users that Stripe may receive Personal Data from you. Stripe may delete or disconnect a Card Authorized User’s Personal Data from your Stripe Issuing Account when Law or the Card Network Rules require. If Stripe becomes aware of an unauthorized acquisition, disclosure or loss of Personal Data on Stripe’s systems, Stripe will notify you if Law allows.

11.2 Your Use of Card Account Data.
You must only use Card Account Data for your internal business purposes and to fulfill your obligations under this Agreement.

11.3 Stripe’s Use of Card Account Data on behalf of Issuing Bank.
Stripe may process, use and disclose Card Account Data for the purposes identified in the Issuing Bank Terms.

Updated on: 16/11/2022