Version 1.2.0
How these Terms are structured
These General Terms and Conditions (the “Terms”) govern the agreement concerning issuance and use of the MonduCard – Amazon Business. The Agreement is concluded between the business customer (the “Business Customer”) and Mondu Financial Services B.V. (“Mondu”), when the Business Customer has been referred to Mondu via Amazon Business. The MonduCard is issued to individual cardholders designated and authorised by the Business Customer (each a “Cardholder”). By applying for, activating and/or using a MonduCard, the Business Customer and the Cardholder agree to be bound by these Terms. The Business Customer must ensure that each Cardholder receives these Terms and complies with them.
These Terms are in four Parts:
- Part A (Common Provisions) applies at all times.
- Part B (Single Order) applies from conclusion of this Agreement and governs one Order only.
- Part C (Conversion) sets out the only way in which the Card Facility may be entered into, and applies from conclusion of this Agreement.
- Part D (Card Facility) contains the Card Facility itself and has no effect unless and until the Card Facility is concluded in accordance with Part C.
By applying for, activating and/or using a MonduCard, the Business Customer and the Cardholder agree to be bound by Part A, Part B and Part C. They do not thereby accept Part D.
PART A — COMMON PROVISIONS
A.1 Definitions
A.1.1 “Agreement” means the contractual relationship established between Mondu and the Business Customer under these Terms, together with the application accepted by Mondu.
A.1.2 “Amazon Business” means the Amazon Business platform operated by Amazon.com, Inc. and its affiliates.
A.1.3 “Business Customer” means the legal entity, partnership or sole proprietorship entering into this Agreement with Mondu upon referral via Amazon Business, and is responsible for all obligations under these Terms.
A.1.4 “Card Facility” means the facility described in Part D, concluded in accordance with clause C.3.
A.1.5 “Card Facility Phase” means the period from the Conversion Date until this Agreement terminates.
A.1.6 “Card Validity Date” means the date notified by Mondu in the Mondu Buyer Portal.
A.1.7 “Cardholder” means an individual designated and authorised by the Business Customer to receive and use a MonduCard on its behalf.
A.1.8 “Conversion” means the conclusion of the Card Facility in accordance with clause C.3, and “Conversion Date” means the date on which it takes effect.
A.1.9 “Due Date” means, in respect of a Payment Confirmation, the date stated in it, being 30 days from the date of the Payment Confirmation.
A.1.10 “Mondu” means Mondu Financial Services B.V. and its affiliates. Mondu Financial Services B.V. is the issuer of the MonduCard and the Business Customer’s counterparty under this Agreement.
A.1.11 “Mondu Buyer Portal” means Mondu’s online portal through which the Business Customer and any Cardholder may manage MonduCards, view transactions, and perform other card-related administrative functions.
A.1.12 “MonduCard” means a virtual commercial card issued by Mondu under this Agreement.
A.1.13 “Order” means a single order placed by the Business Customer with a merchant on Amazon Business, comprising all deliveries, part-deliveries, adjustments, returns and related charges attributable to that order, and constituting one Payment Transaction for the purposes of this Agreement.
A.1.14 “Payment Confirmation” means the confirmation issued by Mondu to the Business Customer in respect of each Order, stating the Order, the payment made by Mondu to the merchant under clause A.7.1, the amount payable by the Business Customer to Mondu, the Due Date and the payment instructions. A Payment Confirmation confirms the payment made by Mondu to the merchant and is not the invoice or receipt which the merchant provides to the Business Customer for the goods or services purchased.
A.1.15 “Payment Transaction” means a payment transaction in the meaning of PSD2 carried out with a MonduCard.
A.1.16 “PSD2” means Directive (EU) 2015/2366 on payment services in the internal market, as implemented in Dutch law.
A.1.17 “Spending Limit” means the maximum aggregate amount which may at any time be authorised, captured or charged under this Agreement, inclusive of all fees, charges and currency conversion amounts, as determined by Mondu from time to time and notified in the Mondu Buyer Portal.
A.1.18 “Strong Customer Authentication” or “SCA” means authentication meeting the requirements applicable under PSD2 and the delegated regulation made under it.
A.1.19 “Visa” means Visa Europe Limited and its affiliates, and “Visa Rules” means the operating regulations of the Visa payment scheme as amended from time to time.
A.2 Parties and Cardholders
A.2.1 By applying for, activating and/or using a MonduCard, the Business Customer and the Cardholder agree to be bound by these Terms.
A.2.2 The Business Customer is responsible for the use of each MonduCard and for compliance with this Agreement by the Business Customer and by each Cardholder.
A.2.3 The Business Customer must ensure that each Cardholder receives these Terms before that Cardholder uses a MonduCard, and must forward to the Cardholder any communication from Mondu which is addressed to that Cardholder.
A.2.4 The Business Customer must ensure that each use of the MonduCard is exclusively of a business nature and in accordance with this Agreement.
A.2.5 All amounts payable under this Agreement are owed to Mondu by the Business Customer. A Cardholder is not liable to Mondu for any amount charged to a MonduCard. A Cardholder is liable to the Business Customer for that Cardholder’s own use of a MonduCard.
A.2.6 The Business Customer is liable for every act and omission of its Cardholders in connection with this Agreement as if they were its own.
A.2.7 The Business Customer warrants that it enters into this Agreement in the course of its business and not as a consumer, and that each Cardholder uses the MonduCard exclusively for the purposes of the Business Customer’s trade or business and not for any private purpose.
A.2.8 Mondu may rely on any communication or instruction which appears to come from the Business Customer or from an authorised representative or Cardholder of the Business Customer.
A.3 Application, eligibility and conclusion
A.3.1 The Business Customer must submit a complete and accurate application through the channels made available by Mondu, which may include the Mondu Buyer Portal or other digital onboarding interfaces designated by Mondu.
A.3.2 Only business entities are eligible. Mondu does not issue MonduCards to consumers or to natural persons acting outside a business capacity.
A.3.3 Each Cardholder must be at least 18 years old, legally capable, and employed by or otherwise contractually engaged with the Business Customer, and must be authorised by the Business Customer to incur business expenses on its behalf.
A.3.4 Mondu may approve, reject or request further information in respect of any application at its sole discretion, and may make approval subject to conditions.
A.3.5 This Agreement is concluded when Mondu accepts the application and confirms approval to the Business Customer. That acceptance brings Part A, Part B and Part C into effect. It does not bring Part D into effect.
A.3.6 Mondu is not obliged to accept any application, or any application for an amendment to an existing Agreement.
A.4 Issuance, activation and expiry of the MonduCard
A.4.1 On acceptance of an application, Mondu issues one MonduCard in virtual form to the Business Customer for the designated Cardholder. The MonduCard is issued for a single Order only, unless and until the Card Facility is concluded in accordance with Part C.
A.4.2 Each MonduCard is locked to Amazon Business only and cannot be used at any other merchant or acceptance point.
A.4.3 A MonduCard must be activated in accordance with Mondu’s instructions. Activation requires Strong Customer Authentication through the Mondu App.
A.4.4 The expiry date shown on a MonduCard does not entitle the Business Customer or any Cardholder to use the MonduCard otherwise than in accordance with this Agreement.
A.4.5 The MonduCard may be provisioned for digital wallet use where supported.
A.4.6 Mondu may require the return or destruction of a MonduCard at any time, including on termination of this Agreement or where fraud or misuse is suspected. The Business Customer must procure that the card credentials are securely destroyed.
A.5 Spending Limit
A.5.1 Mondu determines the Spending Limit applicable to the Business Customer and may allocate it between Cardholders. Neither the Business Customer nor any Cardholder may exceed the applicable Spending Limit.
A.5.2 Mondu notifies the Spending Limit applicable from time to time in the Mondu Buyer Portal.
A.5.3 Mondu may increase, reduce or withdraw the Spending Limit at any time with immediate effect at its sole discretion, including, but not limited to, factors relating to the creditworthiness of the Business Customer, its payment history, its risk profile, the outcome of any due diligence under clause A.15 and any other relevant factor.
A.5.4 The Spending Limit is inclusive of all fees, charges and currency conversion amounts. Mondu reserves against the Spending Limit the amount of any authorisation which has not yet been captured or charged.
A.5.5 Mondu may decline any authorisation where the authorisation would exceed the Spending Limit, where any step under clause A.15 has not been completed to Mondu’s satisfaction, or where any other condition of this Agreement is not met.
A.5.6 If the Spending Limit is exceeded, the excess becomes immediately due and payable and Mondu may block or restrict the use of any MonduCard until it has been repaid.
A.6 Use of the MonduCard
A.6.1 A MonduCard may be used only for purchases from merchants on Amazon Business, only for business purposes of the Business Customer, and only up to the Spending Limit.
A.6.2 A MonduCard may not be used for any personal, fraudulent, illicit or unlawful transaction, for gambling, or for any transaction prohibited by applicable law.
A.6.3 A MonduCard may not be used for cash withdrawals, cash advances or cash-equivalent transactions, for money remittance, for any transfer of funds to a person rather than in payment for goods or services, or for the purchase of monetary value instruments.
A.6.4 Mondu may block merchant categories or impose further usage conditions based on the risk profile of the Business Customer.
A.6.5 Payment Transactions may be subject to Strong Customer Authentication. If authentication is not completed the Payment Transaction may be declined.
A.6.6 Where a purchase is made remotely, the Cardholder is deemed to have consented to the Payment Transaction by providing the required card details and, where requested, by completing Strong Customer Authentication.
A.6.7 Once a Payment Transaction has been authorised it may not be revoked. The amount of the Payment Transaction will be charged to the MonduCard.
A.6.8 Mondu does not guarantee the permanent or uninterrupted availability of the MonduCard. Availability depends on factors including merchant cooperation, the performance of systems operated by Mondu or third parties, and the available Spending Limit.
A.6.9 Merchants and acquiring banks may impose additional requirements or charges for accepting the MonduCard. Mondu is not responsible for those requirements or charges.
A.7 Payment to the merchant
A.7.1 Where a Cardholder authorises a Payment Transaction with a MonduCard, Mondu pays the transaction amount to the relevant merchant on behalf of the Business Customer.
A.7.2 Mondu has a claim against the Business Customer for reimbursement of every amount paid under clause A.7.1, together with all fees and charges applicable to that Payment Transaction.
A.8 Payment Confirmation
A.8.1 Mondu issues a Payment Confirmation in respect of each Order. Payment Confirmations are sent to the e-mail address notified by the Business Customer. Mondu does not issue invoices or periodic statements.
A.8.2 The Business Customer must review each Payment Confirmation on receipt and must notify Mondu of any discrepancy without undue delay.
A.8.3 30 days after the receipt of a Payment Confirmation, its contents are deemed accepted by the Business Customer. This does not affect clause A.8.4. Mondu may correct factual or calculation errors after that period.
A.8.4 The Business Customer must notify Mondu of any unauthorised or incorrectly executed Payment Transaction without undue delay and in any event within 30 days of the date on which the Payment Transaction was charged. See clause A.24.3.
A.9 Payment
A.9.1 The Business Customer must pay the full amount stated in each Payment Confirmation by its Due Date.
A.9.2 Payment must be made to the bank account designated by Mondu, using the payment reference stated in the Payment Confirmation. The Business Customer remains responsible for delays caused by an incorrect reference. The Business Customer may instead elect to settle amounts due by direct debit. The election takes effect only when Mondu confirms it, and Mondu may at any time, on notice, require payment to be made in accordance with the first sentence of this clause.
A.9.3 Where payment is made by direct debit, the Payment Confirmation states the date on which the Business Customer’s account will be debited. If the Business Customer has issued a SEPA direct debit mandate and if a direct debit is not honored for reasons for which the Business Customer is responsible (return debit), the Business Customer shall reimburse Mondu for the bank charges actually incurred and pay liquidated damages as a genuine estimation of loss in the maximum amount of EUR 15. Business Customer reserves the right to prove that no damage at all or significantly less damage has been incurred. Mondu reserves the right to prove higher damages.
A.9.4 The Business Customer may not set off, deduct or withhold any amount against any amount payable to Mondu, except in respect of a counterclaim which Mondu has acknowledged in writing or which has been established by a final and binding court decision.
A.9.5 Mondu may set off any amount owed by the Business Customer against any amount payable by Mondu to the Business Customer under this Agreement or any other agreement.
A.10 Default of payment
A.10.1 If the Business Customer does not pay the amount stated in each Payment Confirmation in full by its Due Date, it is in default on the following day without any further reminder or notice being required (“Default of Payment”).
A.10.2 On a Default of Payment, Mondu is entitled to the fixed compensation for collection costs of EUR 40 under article 6:96 paragraph 4 of the Dutch Civil Code.
A.10.3 Mondu may charge statutory commercial interest under article 6:119a of the Dutch Civil Code on the overdue amount, from the first day of default until payment in full.
A.10.4 The Business Customer must indemnify Mondu against all extrajudicial and judicial collection costs. Extrajudicial collection costs amount to 15% of the outstanding balance. Each party may prove that the actual extrajudicial collection costs were higher or lower.
A.10.5 On a Default of Payment, Mondu may also block or restrict the use of any MonduCard, reduce or withdraw the Spending Limit, decline to conclude the Card Facility, and terminate this Agreement with immediate effect.
A.11 Refunds, credits and chargebacks
A.11.1 A refund, credit or other amount received by Mondu in respect of an Order or a Payment Transaction is applied against amounts then outstanding under this Agreement. Any surplus is remitted to the Business Customer.
A.11.2 This clause continues to apply to a refund or credit received after the Card Validity Date and after termination of this Agreement.
A.11.3 A dispute concerning goods or services purchased with a MonduCard must be raised by the Business Customer with the merchant. The Business Customer must notify Mondu of any such dispute without undue delay.
A.11.4 Mondu may, but is not obliged to, exercise dispute or chargeback rights under the Visa Rules in respect of a transaction. The Business Customer must provide all information and cooperation which Mondu reasonably requires for that purpose, including after the Card Validity Date.
A.11.5 Where Mondu recovers an amount through the Visa dispute process, it credits that amount to the Business Customer in accordance with clause A.11.1.
A.12 Independence of the payment obligation
A.12.1 The obligation of the Business Customer to pay Mondu is independent of the contract between the Business Customer and the merchant and of any claim, defence, set-off or counterclaim which the Business Customer may have against the merchant or against Amazon Business.
A.12.2 Mondu is not a party to any purchase contract and is not responsible for the existence, quality, quantity, delivery, conformity or fitness of any goods or services purchased with a MonduCard.
A.12.3 The Business Customer may not withhold, reduce or delay payment to Mondu on account of any such matter. Its sole recourse against Mondu in respect of a dispute with a merchant is under clause A.11. This clause does not affect the rights of the Business Customer in respect of an unauthorised Payment Transaction.
A.13 Suspension and blocking
A.13.1 Mondu may block or restrict the use of a MonduCard, or restrict specific transactions, where this is necessary to protect the Business Customer, a Cardholder or Mondu against security risks, where unauthorised or fraudulent use is suspected, where the Business Customer fails to meet its obligations under this Agreement, or where required by law, court order or a competent authority.
A.13.2 Mondu notifies the Business Customer of a block or restriction where it is legally permitted to do so.
A.13.3 Mondu unblocks the MonduCard, or replaces it with a new MonduCard, once the reasons for the block no longer exist.
A.14 Security obligations
A.14.1 The Business Customer must procure that each Cardholder keeps the MonduCard, its credentials, any PIN, password or authentication device, and any device used for Mondu’s services, secure at all times.
A.14.2 The Business Customer must procure that each Cardholder has installed the current version of the Mondu App and is able to complete Strong Customer Authentication.
A.14.3 Security credentials must not be shared with any other person. The Business Customer must procure that reasonable steps are taken to prevent unauthorised access.
A.14.4 Loss, theft, compromise of credentials or suspected unauthorised use must be reported to Mondu immediately through Mondu’s designated channels. Mondu may require written confirmation of the report and, where applicable, a copy of a report made to the police.
A.14.5 Following such a report, the Business Customer is not liable for any subsequent unauthorised Payment Transaction unless it or a Cardholder has acted fraudulently or with gross negligence.
A.14.6 For the purposes of clause A.14.5, gross negligence includes sharing security credentials with another person, failing to report a known or suspected compromise of credentials, and continuing to use a MonduCard after notice that it has been blocked.
A.15 Cooperation, due diligence and sanctions
A.15.1 The Business Customer must cooperate fully with Mondu in connection with the issuance, use and administration of any MonduCard, including by:
(a) providing information about its financial situation on request;
(b) providing information about the use of any MonduCard on request;
(c) informing Mondu without undue delay of any change to its contact details or to other information relevant to this Agreement;
(d) complying with all identification and verification requirements imposed by law or by Mondu, and providing identification documents on request;
(e) procuring that Cardholders follow Mondu’s instructions on the safe use of the MonduCard; and
(f) cooperating with Mondu in the investigation of suspected fraud, misuse or a security incident.
A.15.2 Mondu may at any time require the identification and verification of the Business Customer, its ultimate beneficial owners and any Cardholder, and may require further information or documentation for the purpose of complying inter alia with applicable anti-money-laundering and counter-terrorist-financing law. Until that process has been completed to Mondu’s satisfaction, Mondu may decline any authorisation, refuse to issue or activate a MonduCard, block any MonduCard, reduce or withdraw the Spending Limit, and decline to conclude the Card Facility.
A.15.3 The Business Customer represents and warrants, on conclusion of this Agreement and on each occasion on which a MonduCard is used, that neither it nor any of its Cardholders, directors or ultimate beneficial owners is subject to, or owned or controlled by a person subject to, any sanctions administered by the European Union, the European Free Trade Association, the Netherlands, the United Nations, the United Kingdom or the United States, and that no MonduCard will be used in a manner that would breach such sanctions.
A.15.4 Failure to comply with this clause A.15 entitles Mondu to suspend or block any MonduCard and to terminate this Agreement with immediate effect, and to claim damages and indemnification in accordance with clause A.18.
A.16 Fees and charges
A.16.1 The fees applicable to the MonduCard are communicated to the Business Customer and may include service fees, card issuance and replacement fees, late payment fees and foreign transaction charges.
A.16.2 Mondu may amend its fees in accordance with clause A.20.
A.16.3 Fees are reflected in the Payment Confirmation for the transaction to which they relate, unless communicated otherwise.
A.16.4 All fees are exclusive of value added tax and any other applicable tax, which is added where chargeable.
A.17 Foreign currency transactions
A.17.1 A transaction in a currency other than euro is converted into euro at the exchange rate applied by Visa at the time the transaction is processed.
A.17.2 A foreign exchange fee of 1.5% of the transaction amount applies to every foreign currency transaction.
A.17.3 The exchange rate applied and the foreign exchange fee are reflected in the relevant Payment Confirmation and count towards the Spending Limit.
A.18 Liability
A.18.1 The Business Customer is liable for the outstanding payments of all Orders and Payment Transactions made with any MonduCard issued to it or to its Cardholders, subject to clause A.14.5.
A.18.2 The Business Customer indemnifies Mondu against all losses, costs, expenses or third-party claims which Mondu incurs as a result of any breach of this Agreement by the Business Customer or by a Cardholder, of any use of a MonduCard otherwise than in accordance with this Agreement, or of any incorrect or incomplete information provided to Mondu. This clause does not affect any other right or remedy of Mondu against the Business Customer, including the right to claim damages.
A.18.3 Mondu is not liable for any damages arising out of the refusal of a merchant to accept a MonduCard, of errors attributable to merchants, payment processors or card schemes, for losses arising from system outages outside its control, or for indirect, consequential or reputational loss or loss of profit.
A.18.4 Subject to clause A.18.5, Mondu is liable only for direct damages caused by its gross negligence, its wilful misconduct or a breach of a material obligation under this Agreement.
A.18.5 Clauses A.18.3 and A.18.4 do not limit liability for fraud, for wilful misconduct, for death or personal injury, or for any liability which cannot be contractually limited or excluded under applicable law.
A.18.6 A claim against Mondu lapses unless it is notified to Mondu in writing within twelve months of the date on which the Business Customer became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
A.19 Assignment
A.19.1 Mondu may assign, transfer, pledge, securitise or otherwise dispose of this Agreement or any claim or right arising under it, including any receivable against the Business Customer, in whole or in part, and whether or not notice of the assignment is given to the Business Customer. The Business Customer consents in advance to any such assignment or transfer.
A.19.2 The Business Customer consents to the disclosure by Mondu, to any actual or prospective assignee, transferee, financier, insurer, securitisation vehicle, rating agency or their advisers, of information relating to the Business Customer and to this Agreement, subject to appropriate confidentiality undertakings and to clause A.23.
A.19.3 The Business Customer may not assign, transfer or encumber any of its rights or obligations under this Agreement without Mondu’s prior written consent.
A.20 Changes to these Terms
A.20.1 Mondu may amend these Terms with prior notice. An amendment is communicated to the Business Customer at least 30 days before it takes effect.
A.20.2 If the Business Customer does not agree to an amendment, it must notify Mondu in writing within the 30-day notice period, and may terminate this Agreement at no cost before the amendment takes effect.
A.20.3 If the Business Customer does not terminate within the 30-day notice period, it is deemed to have accepted the amendment.
A.20.4 This clause A.20 may not be used to bring Part D into effect, to conclude the Card Facility, or otherwise to alter the basis on which the Business Customer is bound under clause A.3.5. The Card Facility may be concluded only in accordance with clause C.3.
A.21 Termination of the Agreement
A.21.1 Mondu may terminate this Agreement with immediate effect, and may block or suspend any MonduCard, where any of the following occurs or appears likely to occur:
(a) the Business Customer or a Cardholder breaches this Agreement;
(b) the Business Customer is in arrears with any payment or exceeds the Spending Limit;
(c) the creditworthiness of the Business Customer deteriorates significantly;
(d) the Business Customer is declared bankrupt or insolvent, or enters into a moratorium or restructuring procedure;
(e) a MonduCard is lost, stolen or misused, or fraud is suspected or established;
(f) the Business Customer or a Cardholder fails to provide information requested under clause A.15;
(g) law or regulation restricts Mondu from providing the services or processing transactions; or
(h) the Business Customer or a Cardholder engages in activity which may harm trust in Mondu or in the financial system.
A.21.2 The Business Customer may terminate this Agreement at any time with immediate effect by e-mail to support@mondu.ai. Termination does not affect any amount already due or any Payment Transaction already authorised, and clause A.26.7 and, where applicable, clause D.7 continue to apply.
A.21.3 On termination of this Agreement, no MonduCard may be used and Mondu cancels each MonduCard issued under it; all outstanding amounts become immediately due and payable.
A.22 Communication
A.22.1 Mondu communicates electronically unless another method is required by law.
A.22.2 The Business Customer must ensure that its contact information remains accurate and up to date.
A.22.3 Notices to Mondu under this Agreement must be sent to support@mondu.ai.
A.23 Data protection
A.23.1 Mondu processes personal data of the Business Customer and of Cardholders for the purpose of entering into and performing this Agreement, assessing creditworthiness, preventing fraud and complying with its legal obligations, in accordance with Mondu’s Data Privacy Policy, which sets out the purposes, legal bases, recipients, retention periods and data subject rights.
A.23.2 The assessment of an application and the determination of the Spending Limit may involve automated processing. The Business Customer will be informed of the rights available in respect of such processing under applicable law.
A.23.3 The Business Customer must inform each Cardholder of the processing of that Cardholder’s personal data by Mondu and must make Mondu’s Data Privacy Policy available to them.
A.24 Regulatory status and application of PSD2
A.24.1 Mondu Financial Services B.V. is an electronic money institution authorised by De Nederlandsche Bank N.V. and entered in its public register under number R193672. It provides the services under this Agreement in Germany and France on the basis of a European passport.
A.24.2 Neither the Business Customer nor any Cardholder is a consumer for the purposes of this Agreement. The Business Customer acts in the course of its trade or business, and each Cardholder uses the MonduCard exclusively for the purposes of that trade or business. The parties therefore agree, pursuant to article 38(1) PSD2 and its implementation in Dutch law, that Title III of PSD2 does not apply to this Agreement; and, pursuant to article 61(1) PSD2, that articles 62(1), 64(3), 72, 74, 76, 77, 80 and 89 of PSD2 do not apply to this Agreement.
A.24.3 Pursuant to article 61(1) PSD2 the parties agree that the period referred to in article 71 PSD2 is 30 days from the date on which the transaction was charged, as provided in clause A.8.4.
A.24.4 Nothing in this clause A.24 disapplies any provision which may not be disapplied where the payment service user is not a consumer.
A.25 Governing law and jurisdiction
A.25.1 This Agreement and any non-contractual obligation arising out of or in connection with it are governed by the laws of the Netherlands.
A.25.2 To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Amsterdam, the Netherlands.
A.26 Miscellaneous
A.26.1 Neither party is liable for any failure or delay in performing an obligation under this Agreement to the extent that the failure or delay is caused by an event beyond its reasonable control. This clause does not apply to an obligation to pay.
A.26.2 Mondu may amend, extend or discontinue any functionality or feature of the MonduCard at any time, including where required by Visa, by regulatory developments, by security considerations or by operational needs, and will notify the Business Customer where legally required.
A.26.3 Mondu’s records constitute full proof of transactions and obligations between the parties, subject to proof to the contrary by the Business Customer.
A.26.4 This Agreement, together with the accepted application, constitutes the entire agreement between the parties in respect of its subject matter.
A.26.5 These Terms are concluded in the English language. Any translation is provided for convenience only and the English version prevails.
A.26.6 If any provision of these Terms is held to be invalid, unlawful or unenforceable, the remaining provisions remain in full force and effect, and the provision concerned is deemed modified to the minimum extent necessary to make it valid, lawful and enforceable while preserving its intent as closely as possible.
A.26.7 Clauses A.8, A.9, A.10, A.11, A.12, A.18, A.19, A.23, A.25 and A.26, and any other provision which by its nature is intended to survive, remain in force after termination of this Agreement.
PART B — SINGLE ORDER
B.1 Scope of Part B
B.1.1 This Agreement is concluded for a single Order only. Part B governs that Order.
B.1.2 Part B does not govern the future execution of successive payment transactions and does not establish a payment account.
B.2 The MonduCard under Part B
B.2.1 Mondu issues one MonduCard, locked to Amazon Business, for use in connection with the Order identified in the application.
B.2.2 The MonduCard may be used only for the Order and only up to the Spending Limit, unless and until the Card Facility is concluded in accordance with Part C.
B.2.3 Where the Order is despatched in more than one delivery, the merchant may request more than one authorisation and more than one capture against the MonduCard. All such authorisations and captures form part of the same Order and of the same single transaction, and are subject in aggregate to the Spending Limit.
B.3 Use limited to one transaction
B.3.1 A MonduCard issued under Part B may be used for one Order only.
B.3.2 Any further use represents an application under clause C.2. The Card Facility is concluded only in accordance with clause C.3.
B.3.3 Mondu is under no obligation to execute any further transactions, to issue any further MonduCard, to grant any further credit, or to enter into any further agreement with the Business Customer.
B.4 Invoicing and payment
B.4.1 Mondu issues a Payment Confirmation in respect of the Order in accordance with clause A.8. The Business Customer must pay it in accordance with clause A.9.
B.5 End of Part B
B.5.1 Part B ends on the earlier of the Conversion Date and the date on which the Business Customer has paid all amounts due under it in full.
B.5.2 If no transaction is carried out with the MonduCard, this Agreement terminates.
B.5.3 Termination under clause B.5.2 does not affect the clauses listed in clause A.26.7, which continue to apply.
PART C — CONVERSION
C.1 Scope of Part C
C.1.1 Part C applies from the date on which this Agreement is concluded. It sets out the only manner in which the Card Facility may be concluded and Part D be brought into effect.
C.2 Application for the Card Facility
C.2.1 The Business Customer may apply to Mondu for the Card Facility on the terms of Part D. The Business Customer may apply for the Card Facility by initiating a Payment Transaction with the MonduCard subsequent to the Order under Part B.
C.2.2 Mondu may approve or reject any such application at its sole discretion and may make approval subject to conditions.
C.3 Conditions to Conversion
C.3.1 The Card Facility is concluded, and Part D takes effect, when Mondu accepts the Business Customer’s application made under clause C.2. Mondu confirms its acceptance to the Business Customer by e-mail to the address notified by the Business Customer.
C.3.2 The Conversion Date is the date on which Mondu confirms its acceptance in accordance with clause C.3.1.
C.4 No Conversion by conduct or by notice
C.4.1 The Card Facility is not concluded, and Part D does not take effect:
(a) by reason of any use or attempted use of a MonduCard;
(b) by reason of the failure of the Business Customer to object to any notice; or
(c) by operation of clause A.20.
C.4.2 Clause A.20 does not apply to Part D before the Conversion Date.
C.5 Effect of Conversion
C.5.1 Any amount outstanding under Part B on the Conversion Date remains payable on its original Due Date and is not deferred by the Conversion. It counts towards the Spending Limit until it has been paid.
C.5.2 Mondu may issue a new MonduCard for use in accordance with Part D.
C.6 No obligation
C.6.1 Nothing in Part B or Part C obliges Mondu to offer the Card Facility or the Business Customer to apply for it.
PART D — CARD FACILITY
D.1 Effect of Part D
D.1.1 Part D has no effect unless and until the Card Facility is concluded in accordance with clause C.3. Before the Conversion Date, Part D confers no rights and imposes no obligations on either party.
D.1.2 With effect from the Conversion Date, Part D applies and Part B ceases to apply.
D.2 Scope of the Card Facility
D.2.1 During the Card Facility Phase, the Business Customer may use a MonduCard for successive purchases from merchants on Amazon Business, within the Spending Limit.
D.3 MonduCards in the Card Facility Phase
D.3.1 Mondu issues one MonduCard to the Business Customer for the Cardholder designated by it and approved by Mondu.
D.3.2 Mondu may issue a replacement MonduCard before expiry of an existing MonduCard, including a replacement MonduCard valid beyond the Card Validity Date where this Agreement is continued beyond that date.
D.3.3 Mondu may decline to issue a replacement MonduCard, including where this Agreement has been terminated or termination is pending, where the Business Customer or a Cardholder has not complied with this Agreement, where amounts are overdue, where fraud or misuse is suspected, where eligibility or risk criteria are no longer met, or for security, operational or scheme-related reasons.
D.3.4 The Business Customer must procure that a Cardholder activates a replacement MonduCard and securely destroys the credentials of the MonduCard it replaces.
D.4 Card validity
D.4.1 A MonduCard issued under the Card Facility is valid until the Card Validity Date.
D.4.2 The Card Facility does not renew automatically and terminates on the Card Validity Date, subject to clause D.7. Mondu may offer the Business Customer a prolongation of the Card Facility. Where the Business Customer accepts that offer, Mondu notifies the new Card Validity Date in the Mondu Buyer Portal and may issue a replacement MonduCard valid until that date in accordance with clause D.3.2.
D.5 Termination of the Card Facility
D.5.1 The Business Customer may terminate the Card Facility at any time with immediate effect by e-mail to support@mondu.ai. Mondu may terminate the Card Facility at any time with immediate effect by notice to the Business Customer.
D.5.2 The parties agree, the Business Customer not being a consumer, that article 55 PSD2 and its implementation in Dutch law do not apply to this Agreement.
D.6 Consequences of termination and of the end of card use
D.6.1 On termination of the Card Facility, or after the Card Validity Date where the Card Facility is not continued, no MonduCard may be used, and a MonduCard may be refused or withdrawn by Mondu, by a merchant, by an acquiring bank or by a Visa participant.
D.7 Run-off
D.7.1 In this clause D.7, “End Date” means the earlier of the Card Validity Date and the date on which the Card Facility terminates under clause D.4.2 or clause D.5.1. The end of card use on the End Date does not terminate this Agreement.
D.7.2 This Agreement continues in force for so long as is necessary to complete the settlement of transactions authorised on or before the End Date, including refunds, chargebacks and any dispute under the Visa Rules, and Part A applies throughout that period.
D.7.3 This Agreement terminates when all amounts due under it have been paid in full and all dispute and chargeback periods under the Visa Rules have expired or been finally resolved, whichever is later.