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Imprest

1.Welcome

These General Terms of Service set out the legal agreement between the company that opens a Imprest program, acting through its authorised representatives (“you” or the “Company”), and the Imprest entity named in the program agreement (“Imprest”, “we”, “our”, or “us”). If no program agreement names an entity, Imprest is the operator of the platform described on this website.

By registering for the platform, inviting an administrator, funding a program, issuing a card, or calling the API, the Company confirms that it has read and accepted these Terms. The person who accepts them confirms that they are authorised to bind the Company. If the Company does not accept these Terms, it must not use the service.

These Terms cover infrastructure and card services for a company’s own employees. They do not create an account for an employee in their personal capacity, and they do not make an employee a customer of Imprest.

2.Who we are

Imprest provides the infrastructure a company uses to run employee spend: card issuing, spend controls, a ledger of authorisations and settlements, and the connections that move those records into the Company’s own systems.

Parts of the service may be performed by Imprest, an affiliate, or a regulated partner, including a card issuer, a card network, or a payment processor. The program agreement identifies the contracting Imprest entity and, where a partner issues cards or holds funds, that partner. The partner’s terms and the network’s rules apply to issuing, acceptance, and settlement in addition to these Terms.

Nothing on this website, by itself, is an offer to issue cards, hold deposits, or provide a regulated payment service in a particular country. Availability depends on the Company’s jurisdiction and on the partners named in the program agreement.

3.The service

The platform is the Imprest website, administrator tools, and APIs through which the Company runs its program. Through the platform the Company may:

  • Open an employee card program and name the people who administer it.
  • Issue a virtual or physical card to a named employee.
  • Set limits, merchant locks, and category rules on each card.
  • Freeze, cancel, or replace a card.
  • Fund the program and see authorisations and settlements on one ledger.
  • Export records and receive webhooks into the Company’s own tools.

The service is only for the Company’s legitimate business spend by its employees and other people the program agreement allows. It is not a personal account, a product offered to the public, or a way to take, hold, or pay money for the Company’s customers.

Administrators need a current browser and a stable internet connection. Physical cards need to be delivered to an address the Company provides. Identity checks may require a working camera. Supported browsers and devices are described in the program documentation we give the Company.

4.No credit and no advice

An employee card spends only amounts the Company has made available, and only inside the limits set on that card. The card is not a credit line, overdraft, or loan, unless a separate written credit agreement says so.

Content on the platform is operational information about the program. It is not legal, tax, accounting, employment, or investment advice, and it is not a recommendation to buy, sell, or hold any asset. The Company is responsible for its own decisions, including how employee spend is treated for tax and employment purposes.

5.Eligibility

To open a program, the Company must meet all of the following:

  • It is a duly formed legal entity, acting through people who are authorised to bind it.
  • It is not organised or operating in a jurisdiction we or our partners have listed as prohibited, and it does not appear on a sanctions list we are required to apply.
  • It opens one program with us, unless we agree in writing to more than one. We may refuse a company whose earlier program we closed for breach or risk.
  • Each person who receives a card is at least 18, or any higher age the issuer or card network requires, and is an employee or other person the program agreement allows.

6.Company access

The Company registers one or more administrators, chooses how they sign in, and completes verification before cards can be issued. Administrators may invite finance users, managers, and other roles. The Company is responsible for every person it invites and for every action taken with its credentials, cards, and API keys, including actions by employees.

The Company will keep access secure, including by:

  • Using a strong, unique password and turning on multi-factor authentication where we offer it.
  • Keeping devices, card PINs, and API keys private, and not sharing them.
  • Removing access when a person leaves or no longer needs a role.
  • Signing out of shared devices and closing a session that is not in use.
  • Telling us immediately if a device, card, PIN, password, or API key is lost, stolen, or used without permission.

Report a suspected compromise to the support address in the program agreement, or through the contact on this website if no address has been agreed yet.

7.Verification

Before the Company can fund a program or receive cards, we and our partners complete the checks required by anti-money-laundering and know-your-business rules. The Company will provide, and keep current:

  • Constitutional and registration documents, details of owners and controllers, and identification of authorised signatories.
  • Proof of the business address, dated within the last six months, where we ask for it.
  • Any further information about the business, the source of funds, or a cardholder that we or a partner reasonably request, including documents and, where the risk requires it, a live verification.

By applying, the Company authorises us and our partners to check that information with identity, sanctions, and fraud-prevention providers. Those providers may keep a record of the check as the law allows. We may refuse or pause a program if information is missing, out of date, inconsistent, or cannot be verified.

We monitor programs on an ongoing basis. A check at onboarding does not limit later requests for information.

8.Program funding

The Company adds funds by the methods shown in the platform, such as a transfer from a bank account in the Company’s name. We may refuse funds from an account that is not in the Company’s name, funds in an unsupported currency, or funds that fail a compliance check. The Company is responsible for entering the correct payment details and for any fee its bank charges.

Balances exist so the Company’s employees can spend on the Company’s behalf. The Company must not use the program to collect, hold, or pay out money for its customers or any other third party, or as a payment processor. Doing so is a ground for immediate suspension.

The ledger shows amounts available, amounts authorised and not yet settled, and amounts settled. A displayed balance changes when an authorisation is captured, reversed, or expires.

Unless the program agreement says otherwise, amounts shown in the program are not a deposit with Imprest, do not earn interest, and are not covered by a government deposit guarantee. Where a regulated partner holds funds, that partner’s safeguarding arrangements are described in the program agreement.

9.Employee cards

The Company may request a virtual or physical card for a named employee. We or the issuer may refuse a card, or delay activation, if verification, funding, limits, or network rules are not met. A virtual card can be made available in the platform when those checks pass. A physical card is sent to the employee or to an office address the Company gives us.

A physical card must be activated in the way we describe before it will work. Where the card has a signature panel, the employee signs it. The employee sets a PIN through the method we provide and keeps that PIN confidential. Activation is acceptance of these Terms for that card, on the Company’s behalf.

A payment is authorised when the employee enters the PIN, uses contactless, gives the card details, or confirms the payment in another way the network accepts. After that, the authorisation cannot be cancelled through Imprest. A pre-authorisation, such as at a hotel or a fuel station, may settle for a different amount.

Only funds available to that card, inside its limits, can be spent. If funds or limits are not enough, the payment may be declined. The Company is liable for every amount charged to its cards, including spend by employees, delayed charges such as transport or hospitality, and any negative balance together with reasonable costs of recovery. If an employee shares a PIN or otherwise acts fraudulently or with gross negligence, the Company remains responsible for the resulting transactions except where the law requires otherwise.

If a payment is in a currency other than the card currency, the card network’s rate and any markup in the fee schedule apply. The rate at settlement may differ from the rate at authorisation.

A merchant refund is credited when we receive it from the merchant or the network, which can take several business days. A chargeback is available only where the network’s rules allow it, and the Company must give us the evidence we ask for in time for those rules. Disputes about goods or services are between the Company or the employee and the merchant.

Cards must not be used for illegal or restricted activity, in a prohibited country, or in breach of these Terms or network rules. We, the issuer, or the network may decline a transaction for security, compliance, limits, or acceptance.

A card expires on the date printed on it or shown in the platform. We may issue a replacement or invite the Company to request one. The Company will destroy an expired or cancelled physical card by cutting through the chip and the magnetic stripe. Funds that remain after pending transactions settle stay in the program and may be returned under section 16.

10.Controls and roles

Administrators set the rules on each card. Those rules can include a daily, monthly, or per-transaction limit, a list of merchants or categories to allow or block, and the people who may see or change the card. Finance, admin, and manager roles see only what the Company assigns to them.

The Company is responsible for putting the right rules on the right person, and for changing them when a role changes. Freezing a card is how the Company stops new spend. A freeze does not reverse a payment that has already been authorised or settled. Replacing a card issues a new card to the same employee or to a different employee, as the Company instructs, and does not move liability for earlier spend.

11.Ledger, settlement, and API

Authorisations and settlements are recorded on the Imprest ledger. The Company can export that ledger and can receive webhooks when card events occur. The ledger is the operational record we provide. It does not replace the Company’s own accounting records, and the Company remains responsible for its books.

Settlement back to the Company’s records follows the timing and method in the program agreement. A settlement entry can lag the authorisation. The Company should reconcile from settled entries, not from a single webhook.

API keys and webhook secrets are confidential. The Company will not share them, will not exceed the documented rate limits, and will not use the API in a way that degrades the service for others. We may version or retire an endpoint on reasonable notice, or immediately where security requires it. Webhooks can be delayed or fail; the ledger remains the source the Company should reconcile against.

12.Fees and limits

Fees, foreign-exchange markup, card costs, and program limits are set out in the fee schedule or the program agreement shown to the Company before the relevant charge. We may deduct fees from available balances. If a balance cannot cover a fee, the Company will pay it on invoice within the period stated there.

A card network, an issuer, or the Company’s bank may charge amounts in addition to our fees. Limits can apply per card, per employee, per day, or across the program, and are shown in the platform or the fee schedule. We may change a limit where risk, a partner, or the law requires it, and we will tell the Company when we can do so without compromising that control.

13.Unauthorised transactions and errors

The Company will review the ledger regularly. If a transaction was not authorised, or an entry is wrong, the Company must tell us as soon as it reasonably can. If the Company does not notify us within 13 months of the transaction date, it may lose any right to a refund, except where the law does not allow that result.

The Company is responsible for loss that comes from a failure to keep credentials, cards, and PINs secure, or from fraud or gross negligence by its employees or administrators, except where applicable law places that loss on us or the issuer.

14.Notices

We will contact the Company through the platform or the administrator email address on the profile. The Company will keep that address current and will read it. Notices under these Terms are in English. A notice by email is received on the day it is sent, unless the sender receives a delivery failure.

15.Support and complaints

The Company can ask for help or raise a complaint at the support address in the program agreement, or through the contact published on this website. We aim to acknowledge a complaint within 14 days and to send a final response within a further reasonable period. A copy of these Terms is published on this page and is available on request.

16.Closing the program

An authorised administrator may ask us to close the program at any time. We may decline to close it while we are investigating the Company’s use of the service, while a transaction is pending, or while a positive or negative balance remains. This section does not limit any right the Company has under law that cannot be waived.

After pending transactions settle, we return any remaining credit to a verified bank account in the Company’s name, after deducting amounts the Company owes us. Cards are cancelled, and API access ends, when the program closes. The Company may also ask us to delete administrator access once it will not use the service again, subject to records we must keep by law.

17.Suspension and termination

We may suspend cards, funding, API access, or the whole program, or end the service, including without prior notice, where:

  • The Company gave us information that is false, misleading, or no longer true.
  • The Company has breached these Terms, or we reasonably suspect fraud, sanctions exposure, or financial crime.
  • A court, regulator, issuer, card network, or the law requires us to act.
  • The Company becomes insolvent, or a step is taken toward insolvency.
  • Continuing the program would expose Imprest, a partner, or another customer to a risk we reasonably consider unacceptable.

We may also end the service for any other reason by giving the Company two months’ notice. Where the law requires a different period, that period applies. On suspension or termination, outstanding amounts become due, and we may cancel cards and revoke credentials. We are not liable for loss that results from a suspension or termination carried out under this section, except where the law does not allow that exclusion.

18.Our responsibility

Card acceptance depends on merchants, networks, issuers, and connections that we do not control. We are not responsible for the goods or services an employee buys, for a merchant’s refusal to accept a card, or for the Company’s employment decisions.

The platform is provided as available. We work to keep it running, and we do not promise that it will be uninterrupted or free of delay, failure, or error. We are not liable for delay or failure caused by events beyond our reasonable control, including outages at a network, issuer, or connectivity provider, and acts of government.

If a technical error leaves the Company with an amount it is not entitled to, or a card goes negative, we may recover that amount from available funds or by invoice.

Our total liability arising out of the service in any 12-month period is limited to the fees the Company paid us for the service during that period. We do not exclude or limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that the law does not allow us to exclude or limit. We are not liable for loss of profit, loss of business, or other indirect or consequential loss, or for loss that was not reasonably foreseeable, except where the law does not allow that exclusion.

19.Your responsibilities

The Company is responsible for:

  • Every charge incurred through the program, including charges that remain after the Company stops using the service or after we suspend or cancel it.
  • Compliance with the laws that apply to the Company, including employment, tax, sanctions, and foreign-exchange rules. We do not calculate or pay the Company’s taxes.
  • What it tells employees about how a card may be used, and for collecting any employee consent the law requires before data is shared with us.
  • Keeping its own copies of records it needs. We do not compensate the Company for information that is removed when access ends, except where we are required to provide a copy.
  • The accuracy of data it sends through the platform or the API.

20.Restricted use

The Company must not use the service:

  • For any illegal purpose, including fraud, money laundering, terrorist financing, or evading sanctions.
  • To collect, hold, or pay money belonging to customers or other third parties, or for debt collection.
  • To obtain a cash advance, to bypass a merchant’s restrictions, or to test card behaviour.
  • In a way that is likely to produce chargebacks, scheme fines, or other liability for Imprest, a partner, or another customer.
  • To attack, overload, probe, or gain access to our systems, or to introduce malware.
  • To copy the platform, resell the service, or give a third party the right to use it, except under a written agreement with us.
  • To harass our people, our partners, or another customer.
  • For personal spend by someone who is not an employee or another person the program agreement allows.

21.Remedies

If the Company breaches these Terms, we may:

  • Refuse or reverse a transaction where the network and the law allow it.
  • Suspend or cancel cards, funding, or access.
  • Tell the Company’s bank, the issuer, a regulator, or law enforcement about the conduct.
  • Set off amounts the Company owes us against funds in the program.
  • Bring a claim to recover loss, fees, and reasonable enforcement costs.

22.Personal data

We process personal data of administrators, owners, and employees as described in the privacy policy. The Company will give those people any notice the law requires before their data is shared with us, and will upload only data it has a right to share. Where the Company and Imprest are each controllers, or where one acts as processor, the program agreement sets out that arrangement. These Terms do not reduce either party’s duties under data-protection law.

23.Intellectual property

Imprest and its licensors own the platform, the ledger, the documentation, and the Imprest name and marks. The Company receives a limited, non-exclusive, non-transferable right to use them during the term, solely to run its own program under these Terms. That right is not exclusive: we may offer the same service to other companies.

The Company keeps ownership of its business data. We may use aggregated or de-identified data to operate, secure, and improve the service. If the Company sends us feedback, we may use it without payment or restriction. The Company will not remove proprietary notices or use our marks without prior written consent.

24.Changes to these terms

We may change these Terms. For a change that materially affects the Company’s rights or our obligations, we will give at least two months’ notice through the platform or by email, unless the law, an issuer, or a card network requires a shorter period, or unless the change is needed for security. If the Company does not agree, it must stop using the service before the change takes effect and may close the program under section 16. Continuing to use the service after the effective date is acceptance of the updated terms.

A change that the law requires, or a change that does not materially reduce the Company’s rights, may take effect when we publish it. We will tell the Company as soon as we reasonably can.

25.General

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over a dispute arising out of them, including a dispute about their existence, validity, or ending, except where a mandatory law gives the courts of the Company’s country a jurisdiction that cannot be waived.

If a provision cannot be enforced, it is modified to the minimum extent required, or removed, and the rest of these Terms stay in force. A delay in enforcing a right is not a waiver. A waiver must be in writing. Rights under these Terms are in addition to rights under the law.

The Company may not assign these Terms without our prior written consent. We may assign them to an affiliate or to a successor of the relevant business, and we will tell the Company when we do. Nobody other than the parties may enforce these Terms, except a card issuer or network partner to the extent needed to protect its rules.

These Terms, the privacy policy, the fee schedule, and the program agreement are the entire agreement on this subject and replace earlier discussions about it. If the program agreement conflicts with these Terms, the program agreement prevails on that conflict. If these Terms conflict with a mandatory network or issuer rule, that rule prevails on that conflict.

Questions about these Terms can be sent to the address in the program agreement or through the contact on this website.

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