Business travel account
Terms and conditions
Nedbank Corporate Cards, Card Numbers and credit facilities are granted by us at our sole discretion and all applications are processed and approved in Johannesburg. The dispatch of the Card to the Business and/or the employee or, in the case of a Card Number, the dispatch of the notification of the Card Number to the Business and/or the employee will constitute our acceptance of the particular application, subject to the terms and conditions of use set out below.
1. Legal and general information
1.1 While Nedbank Group Limited and all its subsidiaries and associates and its cessionaries, delegates or successors in title (collectively ‘Nedbank’) are constantly striving to provide a service that is intended to make your banking as easy and convenient as possible, all South African banks are legally obliged to verify, including identity verification with statutory bodies, and retain information received from you.
1.2 Apart from the information you will provide in your application, Nedbank may therefore require additional documentation and information from you.
1.3 Where the words ‘I’, ‘me’, ‘my’, ‘you’ and ‘your’ are used, these refer to entities represented in this document.
2.1 ‘Act’ means the Companies Act, 71 of 2008, reference to which must not be construed as excluding the old Companies Act, 61 of 1973, where the Act contemplates that the old act will continue to have effect;
2.2 ‘Authorised Representative’ means the Service Establishment who is stated on the application form as an authorised representative.
2.3 ‘Business’ means the business named on the Card application form and the entity that hereby applies for Cards and/or Card Numbers and Card Facilities.
2.4 ‘Business Account’ means an account created by us in the name of the Business, which account is used to consolidate all amounts owing in respect of Card Accounts.
2.5 ‘Card’ means the American Express® Corporate Business Travel Account, lodged with and used by an Authorised Representative and identified as a duplicate Card.
2.6 ‘Card Account’ means the card account in the name of the Business linked to the Card issued by us, or against which Card Transactions are debited.
2.7 ‘Card Facility’ means a facility that we alone may decide to make available to the Business for each Card or Card Number issued, subject to these terms and conditions of use. We will determine the amount of the Card Facility. The purpose of the Card Facility is to cover the full amount used by the Business on the Card or the Card Number for purchases from the Card Account in circumstances where sufficient cash funds are not available in the Card Account.
2.8 ‘Card Limit’ means the maximum amount that we at our sole discretion may make available in respect of the Card issued, provided that the limit will not exceed the amount of the Card Facility.
2.9 ‘Card Number’ means the number that we may issue to the Business and which may be furnished to the Service Establishments to effect Card Transactions.
2.10 ‘Card Transaction’ means any transaction made with the Card or Card Account.
2.11 ‘Common Monetary Area’ means states neighbouring South Africa whose currency is linked directly to the South African rand.
2.12 ‘Contract Rate’ means the maximum interest rate that may be levied on unsecured credit facilities by us.
2.13 ‘Conversion Fee’ means a fee that is applied to all Card Transactions that occur in a currency other than South African rand.
2.14 ‘Expenditure Limit’ is variable and is reviewed regularly based on a number of factors, including the Business’s credit record, account history, spending patterns and our current understanding of the Business’s financial resources.
2.15 ‘Service Establishment’ means the supplier of services acquired by the Authorised Representative on behalf of the Business using the Card, and includes any merchant performing the same service.
3.1 In this agreement, unless the context indicates a different intention: one gender includes the other genders and the singular includes the plural and vice versa;
3.2 ‘we’, ‘us’ and ‘our’ refer to Nedbank Limited Reg No 1951/000009/06, its successors in title and assigns of 135 Rivonia Road, Sandown, Sandton, NCR Reg No NCRCP 16; and
3.3 ‘you’ and ‘your’ refers to the Business.
4. Application for a card account
4.1 By completing an application for the issue of a Card and/or a Card Number and/or the granting of a Card Facility, and causing it to be submitted to us, the Business is requesting us to conclude an agreement with it.
4.2 Regardless of how the application is received by us, whether by hand, by post, via a courier or via any electronic medium, our Card Division, situated in Sandton, will consider the application.
4.3 This application is subject to our identifying and verifying all parties to the agreement in terms of the Financial Intelligence Centre Act, 38 of 2001. Without providing us with this information and documentation, the application will not be considered and no Card will be released or handed over to the Business. Should the Business’s details change, the Business will be required to provide us with new relevant documents, as required by the Financial Intelligence Centre Act.
4.4 If the application is approved, a Card Account will be opened in the name of the Business under corporate liability in terms of our agreement with the Business.
5. Use of the card
5.1 When you receive the Card you must sign it in the space provided.
5.2 The Card may only be used within the Expenditure Limit as well as the Card Limit. While we will exercise due care to ensure that the Expenditure Limit and the Card Limit are not exceeded, we will not accept any responsibility or liability should the Expenditure Limit or the Card Limit be exceeded, except in the circumstances where Nedbank is negligent.
5.3 Card Numbers are issued specifically for use at identified Service Establishments, and may be furnished to such Service Establishments only for payment of services supplied by such Service Establishments.
5.4 The Card may be used by the Authorised Representative only to sign, on behalf of the Business, for services provided by the Authorised Representative and/or the Service Establishments as stipulated in the agreement between the Business and the Authorised Representative and to debit such Card Transactions to the Card Account.
5.5 Should we receive a written request from the Business to amend or remove the Authorised Representative, as stipulated in the agreement between the Business and us, the amendment will come into effect at the time that we receive such written notification at the offices of our Card Division in Sandton. From the time that the amendment of the Authorised Representative becomes effective the Authorised Representative, as originally stipulated in the agreement before the amendment came in to effect, will cease to be recognised as an Authorised Representative or third party under the aforesaid agreement.
5.6 The Business may not cede or delegate any rights or obligations arising out of these terms and conditions of use in respect of the Card, the Card Account, the Card Number and/or the Card Facility.
5.7 The Card is valid from the first day of the ‘valid from’ date on the Card until it expires or until your account is closed. If we allow a Card Transaction after such time, this does not mean that we have extended the validity term of the Card and payment of any amount owing remains your responsibility.
5.8 If you do not want the Card, you must destroy it immediately and notify us in writing.
5.9 You may not use the Card for any unlawful transaction.
5.10 When the Business requires the Card Facility and/or the Card Number to be cancelled, the Card Account to be closed or the mandate of the Authorised Representative to be terminated for whatever reason, the Business is responsible for ensuring that a written instruction to such effect is received by us.
5.11 If the Card and/or the Card Number:
5.11.1 is lost, stolen or used wrongfully; or
5.11.2 is used by any person other than Authorised Representative on behalf of the Business, the Business must notify us immediately on becoming aware of such use, at our Card Division in Sandton. We must also be notified immediately on becoming aware, if anyone obtains knowledge of the Card Number or if there is reason to believe or suspect that this has happened. If we are notified verbally, such notification must be confirmed in writing within 24 (twenty-four) hours after the verbal notification or as soon as reasonably possible. It is the responsibility of the Business to ensure that every written notice is received by us at our Card Division in Sandton.
5.12 The Business will be liable for and must pay us all amounts arising out of all transactions occurring on the Card Account prior to receipt by us of written notification by the Business that the Card and/or the Card Number has been lost or stolen, or that the Card Facility is being used unlawfully.
5.13 The Business will be liable for and must repay us all amounts we pay or have to pay if the Card and/or the Card Number is used before we have been notified to take the necessary action, whether the Card is used with or without the authority of the Business.
5.14 When the Card is used outside the Common Monetary Area, a currency Conversion Fee will be charged for such transactions and/or for transactions concluded outside the borders of South Africa.
5.15 The Business must be fully familiar with and comply with all the applicable exchange control regulations when the Card is used outside the Common Monetary Area. Card Transactions made in foreign currencies will be shown on the statement in South African rand.
5.16 The Business authorises us (which authorisation may not be cancelled):
5.16.1 to pay for, services obtained by use of the Card, and to debit the amount concerned to the Card Account;
5.16.2 To make the necessary entries to do the above and to reverse these entries when appropriate.
5.17 If we accept or authorise a Card Transaction resulting in the Card Facility’s being exceeded, it will not mean that we have exercised our discretion to increase the Card Facility permanently.
5.18 We will not in any way be liable to the Business if any Service Establishment does not accept the Card or if we refuse to authorise any Card Transaction, which in our reasonable opinion, is contrary to these terms and conditions.
5.19 If there are any claims or disputes between the Business and any Service Establishment in respect of the nature, quality or quantity of any services that the Business obtained from such Service Establishment, our right to receive payment from the Business will not be affected in any way, nor will it give anyone a right of setoff or counterclaim against us. Such claims or disputes should be taken up directly with such Service Establishment.
5.20 The Business hereby acknowledges that:
5.20.1 the Authorised Representative is the agent of the Business; and
5.20.2 no Service Establishment is our agent.
5.21 If a Service Establishment gives a refund, it will be credited to the Card Account only after we have received a properly issued refund from such Service Establishment.
5.22 The Business will not have the right to stop any payment we are making or that we are about to make in respect of any Card Transaction, nor will the Business have the right to instruct us to reverse a payment which has already been made. Reversals and refunds will be processed by the Service Establishment on their preferred point-of-sale device.
6. Interest and other charges
6.1 We pay interest on the statement date on the average daily credit balance on your account at the rate that we will notify you of in your monthly statement.
6.2 Payment by the Business of any statement, is due 25 (twenty-five) days after the date chosen by the Business on the application form to which these terms and conditions relate.
6.3 If you pay the outstanding balance on your account on or before the due date on the monthly statement, we will not charge interest in respect of Card Transactions that appear for the first time on that statement. If we decide not to charge interest after the period contemplated in clause 5.2, it will not mean that we have waived our right to charge interest, and we reserve the right to charge interest at any time.
6.4 You will be liable to pay interest to us in respect of each transaction, calculated monthly on the daily balances at the rate set out in the statement we provide the Business with
6.5 If you fail to pay any amount owing to us on the due date, you will be liable for interest at the Contract Rate on the full amount due but unpaid, including interest, and this will not prejudice our rights relating to any act of default.
6.6 All applicable government levies in respect of the use of the Card will be debited to the Card Account monthly.
6.7 We have the right to debit your account with our standard maintenance and other fees and charges payable from time to time, which will be reflected on your monthly statement. These include, but are not limited to a maintenance fee, a Card replacement fee and a returned-payment fee.
6.8 In addition, you must pay any default administration charge imposed by us to cover administration costs incurred as a result of you defaulting on an obligation under this agreement, and all fees, costs and charges will be calculated and payable in respect.
7. Additional undertakings
7.1 In addition to the other undertakings contained in any other agreements, the Business unconditionally and irrevocably undertakes:
7.1.1 promptly to inform us in writing of –
188.8.131.52 any alterations to its constitutional documents;
184.108.40.206 any change in the present shareholding or ultimate beneficial control relating to voting rights of the Business; any other event or circumstance whatsoever relating to business rescue proceedings in respect of the Business or members of the Business or by an affected person contemplated under the Act or at the instance of the court pursuant to a court order commencing business rescue proceedings (whether such proceedings are anticipated, threatened or have commenced), and immediately to provide us with full details thereof, copies of all relevant documents including applications, notices of meetings, resolutions, etc and of any steps that the Business is taking or proposes to take in respect thereof.
220.127.116.11 receipt by the Business of notices from the Companies and Intellectual Property Commission (‘the Commission’) in terms of sections 22(2) and 22(3) of the Act forthwith on becoming aware thereof;
7.1.2 to deliver to us written notice, no later than 5 (five) business days prior to the date on which a board or members meeting of the Business to approve a resolution contemplated under section 129 of the Act is to be held, together with the details of the date and place at which the meeting will be held so as to enable us at our discretion to attend such meeting. The Business further agrees that we will be entitled at our discretion to attend the meeting and should we do so, we will have the right, subject to applicable laws, to be consulted in respect of the appointment of an appropriate business rescue practitioner;
7.1.3 not to enter into any amalgamation, demerger, merger or corporate reconstruction without our prior written consent;
7.1.4 to comply with section 75 (Disclosure of financial interest) of the Act in respect of all agreements of whatsoever nature the Business contemplates, and in the event of non-compliance, to obtain a ratifying extract from its shareholders;
7.1.5 if applicable, to deliver the written notice contemplated in section 129(7) of the Act promptly to us; and
7.1.6 following the effective date of the Act, promptly to comply with the requirements of section 11(3)(b) (‘RF’ Companies) and section 14(3) of the Act in respect of any special conditions contained in its memorandum immediately prior to and subsequent to the effective date of the Act.
8. Additional warranties
In addition to any warranties contained in any agreements that govern the relationship between the Business and us, the Business represents and warrants to us that:
8.1 it has not received any notices from the Commission in terms of section 22(2) or 22(3) of the Act;
8.2 it is not ‘financially distressed’ nor is it reasonably likely to become ‘financially distressed’ within the immediately ensuing 12(twelve)-month period;
8.3 the board or members of the Business have neither resolved to commence business rescue proceedings, nor has any such board or members or any of its agents, officers or employees taken any other steps contemplated under the Act in anticipation of business rescue proceedings, in respect of itself;
8.4 no person has applied or threatened to apply to court for an order commencing business rescue proceedings in respect of the Business; no corporate action, legal proceedings or similar procedure or steps have been taken or threatened, nor do any circumstances exist that are likely to give rise to steps being taken in respect of the Business relating to the appointment of a business rescue practitioner or similar officer of it or of any of its assets, nor has anything analogous to any of the foregoing occurred in any applicable jurisdiction; and
8.5 the entry into and performance by the Business of and the transactions contemplated in this agreement and any other agreements do not conflict with any law or regulation applicable to it, its constitutional documents, or any agreement or instrument binding on it or any of its assets.
9. Statement, payment and deposits
9.1 We will send you a monthly statement to the address selected by you, setting out, among other things, the balance on your account and the minimum amount you must pay on the due date.
9.2 You must pay us not less than the minimum amount and your payment must reach us at Nedbank Card in Sandton during banking hours on or before the due date. If you pay us by posting a cheque or postal order, you must bear all risk.
9.3 It is important that you check your monthly statement. If you dispute any entry, you must write to us within 30 (thirty) days of the date of the statement recording your dispute so that we can investigate.
9.4 If the Business disputes any Card Transaction, the disputed Card Transaction must be queried with the Service Establishment.
9.5 Not receiving a monthly statement does not give you the right not to pay any amount that is due and payable and you must inform us in writing if you do not receive a monthly statement.
9.6 Any record of a deposit into the Card Account may be checked and verified by us, and if there is a difference between the records of the Business and our records, our records will be prima facie proof of a deposit.
9.7 If any negotiable instrument is deposited into your account, the proceeds will be provisionally credited to your account, but you will only be entitled to such proceeds once the instrument has been honoured.
9.8 All payments received from you will be credited to your account, and we will apply this money firstly to the unpaid interest charges, then any fees and other charges we levy on your Card Account, then any legal costs and finally the Principal Debt. You may not
9.9 attach any conditions to any payment made to us.
10. Information on third-party transactions
10.1 The Business hereby agrees to and gives consent to us to provide, the Authorised Representatives or any other third party nominated by the Business, electronically and/or otherwise, Card Account transaction information and monthly statements pertaining to the relevant Card Accounts and their corresponding Card Numbers.
10.2 The Business agrees to and acknowledges that we will, at our sole discretion, decide on the nature of information that we will provide to the nominated third party and we may, without obligation to give reasons thereof, refuse to provide any information requested by the authorised third party pursuant to a letter of authorisation.
10.3 The Business agrees to waive rights that it could otherwise have against us, and undertakes to refrain from holding us liable in the event that the Business is incurring or suffering any loss or damage as a result of us carrying out the instructions outlined herein, unless such loss or damage is a result of our gross negligence or wilful misconduct or that of any of our employees (in which case the matter will be dealt with on its legal merits). In this regard the Business’s claim or action is limited to its direct damages and we will not be liable for:
10.3.1 any indirect, special or consequential damages;
10.3.2 any loss or damage occasioned by the failure of any third party to process a submission of information; or
10.3.3 any failure or unavailability of systems, or any of them, or failure by us to perform as a result of any other event beyond our control.
10.4 The Business agrees that, in the event that there is a discrepancy between the information in the possession of the authorised third party and information that we hold, the information held by us will take precedence.
11. Liability structure
11.1 The Business has agreed to be bound under the corporate liability structure, which means that the Business will be liable for all amounts owing to us on the Card Account and obligations arising out of these terms and conditions.
11.2 On return of the Card to us by the Business and after all amounts owing to us in respect of the use of the Card have been paid, we will at the request of the Business cancel the Card Facility, the Card and/or the Card Number and the Business will then no longer be liable to us for future debt in respect of the Card Facility, the Card and/or the Card Number.
12.1 Except in the circumstances where we are negligent, we will not be liable to you for any damage or loss that you suffer if:
12.1.1 any person gains unauthorised access to the Card, your Card Number, your Account, or your Card Facility or any information in respect thereof;
12.1.2 any person gains unauthorised access to any information or data; or
12.1.3 there is a delay, failure or malfunction of any device you use to make Card Transactions.
12.1.4 We will not be held liable for any loss or damage resulting from the use of the SMS service or the inability to use the service or any delays in the service or any fraudulent transaction taking place when the service is unavailable.
12.1.5 If you exceed the credit limit, it will constitute a breach of this agreement and all amounts owing to or claimable by us from you in terms of this agreement will, at our option, become immediately due and payable without notice if you fail to pay on demand any money claimed by us.
13. Certificate and other documentary evidence of indebtedness
13.1 If any one of our managers, whose status and appointment need not be proved, signs a certificate stating:
13.1.1 that the Business is indebted to us and the amount of this debt, which includes the capital and interest and any other amounts or charges;
13.1.2 the fact that the amount of this debt is owed and must be paid to us;
13.1.3 the details of any Card Transaction; and
13.1.14 any other matter regarding the Card Account; this will be prima facie proof that the content of the certificate is correct. This certificate may be used for any purpose, which includes, but is not limited to, obtaining a judgment or any other order or relief against the Business.
13.2 We have the right to use microfilm and/or copies of any relevant records in any legal proceedings as prima facie proof of indebtedness to us.
14. Further processing
14.1 Nedbank may search, update or place your records at credit reference bureaus and government agencies in order to verify your identity, assess your ability to obtain credit or to provide collateral of any kind, including guarantees or suretyships, and may, on request from another credit provider with whom you have applied for credit, provide your personal information, including your credit reference data, to such credit provider and also make any enquiries that it deems necessary to confirm the details on this form for marketing purposes and to assess your creditworthiness.
14.2 Nedbank may use your personal information for debt enforcement, including but not limited to recovery, collection, repayment, surrender, enforcement and cession of debts.
14.3 You confirm that you have fully disclosed your debt repayment history.
15. Confidential information
15.1 The Business hereby authorise us to:
15.1.1 check and confirm any information on the application form and to make any enquiries that we think are necessary with any third party;
15.1.2 supply any confidential information about any account held with us to any person, including any credit bureau, in accordance with the Code of Good Banking Practice or otherwise according to generally accepted banking practice; and
15.1.3 provide, electronically and/or otherwise, Card Account transactional and Card Account monthly statement information pertaining to the relevant Card Account Number(s) linked to the aforesaid Card Account to an Authorised Representative or third party as specified on the Card Account application form, or on any subsequent written amendment submitted to us at our offices in Johannesburg by the Business.
15.2 We may, at our discretion, cede, delegate and/or assign this agreement to American Express® Cards or its designee, in which event the Business authorises us and gives us consent that we may share data with American Express® Cards and American Express® Cards entities for the purpose of executing Cardholder transactions on the American Express® network, or for any other purpose contemplated elsewhere in this agreement, which will include, but is not limited to, marketing purposes. This clause (proviso) may not be amended or revised without the prior written approval of American Express® Cards.
16.1 You confirm and agree that we may amend these terms and conditions by giving you notice by way of statement messages or any other means.
16.2 You agree that we will not be obliged to obtain your written consent to such amendments, but if you disagree with these amendments, you may cancel the Agreement before the terms and conditions become operational.
16.3 You agree that if you decide not to cancel the Agreement before the amendments become operational, they will be binding on you. Your use of the Card after our amendment of the terms and conditions signifies your acceptance of the amendments.
16.4 You consent to our processing your personal information for purposes of providing financial services and preventing fraud and money laundering and to us sending your personal information to third parties in order to provide you with the services, and also to our sending such information to foreign countries for processing.
16.5 You agree that we may use your personal information in debt enforcement, including but not limited to recovery, collection, repayment, surrender, enforcement and cession of debts.
16.6 We supply credit bureaus with consumer credit information and:
16.6.1 you confirm that we may transmit data about the application for and opening and termination of an account by you to credit bureaus;
16.6.2 you acknowledge that information on non-compliance with this agreement is transferred to the credit bureaus; and
16.6.3 you acknowledge that the credit bureaus provide credit profiles and possible credit scores on your creditworthiness.
16.6.4 You have the right to have the credit record disclosed and to correct inaccurate information.
16.6.5 The contact details of the credit bureaus whom we provide consumer credit information with are:
18.104.22.168 Experian [telephone: +27 (0)86 110 5665];
22.214.171.124 TransUnion ITC [telephone: +27 (0)861 886 466]; and
126.96.36.199 Expert Decision Systems (XDS) [telephone: +27 (0)11 645 9100].
16.7 Further, you consent to our disclosing any information about fraudulent activity by you to the South African Fraud prevention Services and/or any similar organisation.
17.1 In terms of section 45 of the Magistrates’ Court Act, 1944, you consent to the magistrate’s court having jurisdiction in respect of any claim arising under this agreement. We will, however, have the right to approach a higher court if we wish to do so.
17.2 You agree that the residential address you provided in the quotation or the address you provided us with is the address to which all legal notices must be sent.
17.3 Cards are issued and credit facilities are granted by us at our sole discretion. The application is approved at Nedbank Card in Sandton. The dispatch of the Card from Nedbank Card to the Business constitutes our acceptance of the application and/or quotation, subject to these terms and conditions.
17.4 In defended matters you may send any legal notices to The General Manager: Nedbank Group Legal; Fax number 011 2952173; Physical address 135 Rivonia Road, Sandown, Sandton, 2196.
17.5 A party may change its address by delivering a written notice of the new address to the other party. If you have not advised us of a change of address or any of your other contact details, we will continue to use the last address provided even though the information may be incorrect.
17.6 Any document actually received by a party will be adequate written notice or communication to that party, even though it was not sent to or delivered at the chosen address.
17.7 We may use your personal information for debt enforcement, including but not limited to recovery, collection, repayment, surrender, enforcement and cession of debts.
18. Notices and domicilium
18.1 The physical address given by the Business on the application form will always be the address that the Business has chosen where summonses, legal documents and any notices may be served on the Business (‘domicilium’). The postal address given by the Business on the application form is the address to which we will send all other notices, correspondence, Card Account statements and documents.
18.2 The physical and postal address may be changed to any other physical or postal address in the Republic of South Africa if written notice thereof is sent to us, and received by us at our Card Division in Sandton. If notice of any change of domicilium is given to us, the new domicilium will be effective only 14 (fourteen) days after the date our Card Division in Sandton receives the written notice.
18.3 Any notice sent to the Business at the last domicilium chosen or to the last postal address will be deemed to have been received on the 7th (seventh) day after the day on which it was posted.
18.4 All notices or communications sent to us must be in writing and sent by fax, prepaid registered post or by hand to our Card Division in Sandton. If a notice is sent to us otherwise than by registered post or by hand, the sender accepts all risk thereof.
19.1 We will have the right at any time, without giving any reasons, to cancel the Card Facility, the Card and/or the Card Number, to demand that the Business repays us the full amount outstanding on the Card Account and immediately gives back the Card to us and/or to close the Card Account. Any liability or obligation that exists in respect of these terms and conditions of use will not be affected by the above action.
19.2 Any closure of the Card Account and/or cancellation of the Card Facility, the Card and/or the Card Number will not affect the liability of the Business in respect of any Card Transaction that was processed before that closure and/or cancellation or before we receive back the Card, whatever happens last.
19.3 Should the Business want to terminate the right to use the Card Facility, the Card and/or the Card Number, the Business must ensure that the Card is cut up and sent to us, together with a written notice of termination and/or notice of cancellation of the Card Number. The Card Facility, the Card and/ or the Card Number will then become invalid on the day we receive the notice and the Card at our Card Division in Sandton.
19.4 The full amount owed to us by the Business will immediately become due and payable if:
19.4.1 we cancel the Card Account, the Card Facility and/or the Card Number; and/or
19.4.2 we demand that the Business give the Card back to us; and/or
19.4.3 any of these terms and conditions of use are breached; and/or
19.4.4 we close the Card Account; and/or
19.4.5 the Business is provisionally or finally placed under judicial management or liquidated.
19.5 The Business hereby agrees and consents to us informing any Service Establishment that we have closed the Card Account and/or have cancelled the Card, the Card Number and/or the Card Facility, and the Business will not have any claim against us because we have given this information.
19.6 The Card and the Card Number may not be used after they have expired or after we have cancelled them before the expiry date.
20. Additional events of default
20.1 The following will, in addition to the other events listed in any agreements, together with the additional warranties given in respect of the occurrence of the events listed in clause 5 above, be Events of Default, each of which is severable and distinct from the others:
20.1.1 if the Business fails to comply with any term or condition or undertaking in these terms and conditions or any other agreement entered or to be entered into with us; or
20.1.2 if in any proceedings in respect of or against the Business, a court orders, or indicates that it may order, the commencement of business rescue proceedings in respect of the Business; or
20.1.3 if a moratorium is declared in respect of any indebtedness of the Business; or
20.1.4 if any provision of an agreement to which the Business is party is cancelled or suspended (whether entirely, partially or conditionally) by the Business, or any liquidator, business rescue practitioner, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Business or any of its assets, including a cancellation or suspension contemplated under section 146(2) of the Act.
20.2 Where an Event of Default occurs and the Business fails to remedy the matter within the period, if any, stipulated by us at such time, we will, in respect of all entities that comprise the Business, without diminution of any other right that we may hereby or otherwise acquire, be entitled, at our sole discretion, to:
20.2.1 refuse to advance any further amounts to the Business or suspend the availability of any of the facilities; or
20.2.2 conduct an immediate review of the Business’s obligations to us, in which event the Business must supply us with any documentation or information required to complete this review; or
20.2.3 restrict the Business’s access to the facilities, including any agreements, to limits we consider acceptable; or
20.2.4 increase the interest rate applicable to one or more of the facilities, including any agreements, which increased rate will not exceed the default interest rate; or
20.2.5 require that the Business supply sufficient additional security; or
20.2.6 do any combination of any of the above.
20.3 The Business hereby indemnifies us against and holds us harmless on demand from any loss, liability or cost suffered by us if any obligation provided for in these terms and conditions is or becomes unenforceable, invalid or illegal or is cancelled or suspended entirely, partially or conditionally, including but not limited to any damage suffered by us as contemplated in section 146(3) of the Act; and/or any claim that we have or may have against the Business for restitution, arising from the exercise by any business rescue practitioner of the powers granted to him/her/it in accordance with section 146(2) of the Act. The amount of that loss, liability or cost must include at least the amount that we would otherwise have been entitled to recover.
21. Variation and amendment of terms and conditions of use
21.1 We alone may decide to change or replace all or any of these terms and conditions of use at any time by sending both the Business and the Cardholder a notice thereof and/or by sending the Business and the Cardholder a copy of the latest terms and conditions of use. Such notice and/or copy of the changed or new terms and conditions of use will be binding from the date of receipt, and the notice will be deemed to have been received on the 7th (seventh) day after the date on which it was posted.
21.2 If we change or replace these terms and conditions of use, it will not mean that the change or replacement is a novation of this agreement or of any obligation to us.
22.1 To the extent permitted by law and in instances where the National Credit Act is not applicable to this Agreement and without derogating from any of our rights or entitlements, on the commencement of business rescue proceedings, or the taking of any steps contemplated in the Act in anticipation of business rescue proceedings, all amounts owing by the Business to us will at our option (and without prior notice to the Business being required) be reduced by setoff against any other amounts (‘Other Amounts’) payable by us to the Business (whether or not arising under this Agreement and whether or not such Other Amounts are due and payable or contingent). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly in all respects.
22.2 We will advise the Business of any setoff effected under this clause.
23.1 This agreement constitutes the whole of the agreement between the parties relating to the subject matter thereof, and no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect, unless reduced to writing. To the extent that there is any conflict between the provisions of this agreement and any provision of security, the provisions of this agreement will prevail and apply.
23.2 The parties agree that no other terms or conditions, whether oral or written and whether express or implied, apply.
23.3 No waiver of any of the terms and conditions of this agreement will be binding or effectual for any purpose, unless expressed in writing by the party hereto giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
23.4 The Business will not be entitled to cede any right or any part thereof. If we have agreed to lend moneys to the Business on condition that repayment is made from the Card Facility then, on execution of any security or on the date on which the Card Facility will be advanced, so much of the Card Facility that is required to repay the moneys lent to the Business will be set off against the Card Facility. To the extent that such payment to us are, for whatever reason, not made, we will be entitled to withdraw from the agreement, whether or not any security has been provided by the Business, in which event the Business will have no claim of whatsoever nature against us.
23.5 We will have the right at any time and from time to time, without the consent of the Business, to cede, assign and transfer all or any of our rights, title and interest in and to this agreement and/or any security of whatsoever nature held by us in respect of the indebtedness of the Business in terms of this agreement, to and in favour of any third party or parties, whether natural, juristic or of any other kind or nature. The aforesaid right includes the right to delegate any obligation in terms of this agreement and/or any security, mutatis mutandis. To the extent that any aforementioned cession, assignment, transfer or delegation constitutes or results in a splitting of claims that requires the consent of the Business, the Business hereby consents thereto.
23.6 In the event that the Business comprises more than one person, whether natural or otherwise, all such persons will be liable to us jointly, severally and in solidum for the performance by the Business of its obligations in terms of this agreement.
23.7 The Business must, on request, furnish us with such information and/or documents as we from time to time require in respect of any person having an interest, whether direct or indirect, in the Business, and of any surety, guarantor or other person who has provided security in respect of the indebtedness of the Business.
23.8 If there is any change in the directorship and/or the shareholding or, where applicable, membership of the Business, all amounts owing to us in terms of this agreement, together with interest thereon, will immediately become due and payable, unless our prior written consent is obtained. Should such change in the directorship or membership, as the case may be, take place in terms of the provisions hereof, all such new or additional directors or members, as the case may be, will enter into a deed of suretyship on such terms and conditions as we require to bind them to and in favour of us, in solidum and as coprincipal debtors for the due repayment by the Business to us of all amounts owing to us, whether in terms of this agreement or otherwise howsoever.
23.9 Every provision (including this provision) of these terms and conditions is deemed to be separate and severable, and should any provision be found to be defective or unenforceable for any reason, that provision will be severed from the remaining provisions and the validity of the remaining provisions will continue to be of full force and effect.
23.10 The quotation replaces all previous quotations provided in respect of this transaction.