m&t bank visa® charge cards and card products agreement · 2018-09-07 · digital wallets...

M&T Bank, Internal Use Alt/Neg Commercial Card Application

and Election Form – 10/18

M&T Bank

Visa® Charge Cards

and Card Products Agreement

Application, Election and Pricing Form

for Visa® Commercial Cards and Card Products

Resolution, Incumbency and Signature Document

APPLICATION, ELECTION, AND PRICING FORM

FOR VISA® CHARGE CARDS AND CARD PRODUCTS

__________________________________________________________________________________________

CLIENT NAME (insert legal name of entity, including all d/b/a names used) (Sole Proprietors should

use their individual name, not assumed or trade name(s))

[Note: if there is more than one client on a joint and several liability program, enter each client’s name separately]

APPLICATION

Cards and Credit Limits Requested

CORPORATE CARDS _________________________________ ______________________________________

Credit Limit Requested at Initial Set up Number of Cards Requested at Initial Set up

EXECUTIVE CARDS1 _________________________________ ______________________________________


PURCHASING CARDS _________________________________ ______________________________________


COMMERCIAL CARDS _________________________________ ______________________________________


VIRTUAL CARDS _________________________________ _______________________________________


M&T SUPPLIERPAY _________________________________ _______________________________________

Credit Limit Requested at Initial Set up

_______________________________

Aggregate Maximum Credit Limit

CLIENT INFORMATION

_________________________________________________________________________ __________________

Address of Client’s Principal Place of Business: Street Address, City, State, Zip Code TIN# (EIN of Client)

_________________________________________________________________________ __________________

Mailing Address: Street Address, City, State, Zip Code (If different from above) Phone Number

_______________________ __________________

State in the USA where Affiliate is organized (e.g. NY) Nature of Business

Client Structure (please check the applicable category) Proprietorship Partnership Corporation

Professional Corporation Government LLC LLP Not for Profit S Corporation

Other: Please State: __________________

1An “Executive Card” is a Card bearing the words “executive card” on the plastic and is deemed to be a Corporate Card under the

Visa Charge Card and Card Products Agreement.

Commercial Card Application and Election Form – 10/18 of 12

AFFILIATE INFORMATION

_________________________________________________________________________ ___________________

Affiliate Legal Name (Including dba names) TIN # (EIN of Affiliate)

_________________________________________________________________________ __________________

Address of Affiliate’s Principal Place of Business: Street Address, City, State, Zip Code Nature of Business

_________________________________________________________________________ __________________

Mailing Address: Street Address, City, State, Zip Code (If different from above) Phone Number

_______________________ $______________________

State in the USA where Affiliate Credit Limit

is organized (e.g. NY)

Is this entity regulated? ______NO ______YES Is this entity Publicly Traded? ________NO ________YES

If Yes, provide the Name & Country of Regulatory Agency

______________________________________________

If Yes: Name of Exchange:_____________ Symbol: _______

Client Structure (please check the applicable category) Proprietorship Partnership Corporation

Professional Corporation Government LLC LLP Not for Profit S Corporation

Other: Please State: __________________

PAYMENT PROCESSING

____________________________________ ____________________________________

M&T Bank Designated Deposit Account M&T Bank Routing Number

____________________________________ ____________________________________

Statement Cycle (Default Month-end) Remittance Period (Calendar Days)

CARD PROGRAM ADMINISTRATOR Primary Card Program Administrator Set up as Organization Administrator in CentreSuite

___________________________________ ___________________________ _______________________

Legal Name and Title Phone Number Email Address

___________________________________ ___________________________ _______________________

Identification Number Date of Birth Signature

_________________________________________________________________ __________________ __________________

Address: Street Address, City, State, Zip Code Country of Residence Citizenship

First Alternate Card Program Administrator Set up as Organization Administrator in CentreSuite

___________________________________ ___________________________ _______________________


___________________________________ ___________________________ _______________________


_________________________________________________________________ __________________ __________________


Second Alternate Card Program Administrator Set up as Organization Administrator in CentreSuite

___________________________________ ___________________________ _______________________



___________________________________ ___________________________ _______________________


_________________________________________________________________ __________________ __________________


Client understands and agrees that, in the event Bank is not able to reach any of the Card Program Administrators listed here, Client

authorizes Bank to rely on instructions from such Client’s representative who is an authorized signer on a checking account or deposit

account with M&T Bank, as if such person were a Card Program Administrator.

REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK


PRICING SCHEDULE FOR CARD PROGRAM Annual Membership Fee per Card: An annual membership fee for each Card in the amount set forth above.

Tiered Fee-Determined on Aggregate Card Purchases Flat Fee $______________ per card

Volume of Aggregate Spend: Annual Fee per card:

$0 - $100,000 $45.00 Annual Executive Card Fee $ 395.00 per card

$100,000 - $200,000 $35.00

$200,000 - $300,000 $25.00 Annual Rewards Fee $ 45.00 per card

>$300,000 $0.00

Annual Billing Account Fee: An annual fee charged for maintaining Client’s

master billing and collateral account, which includes data on all Cardholders of Client, and an additional Annual Membership Fee that is charged for each

subsidiary or division billing account.

$____________________

Cash Advance Fee: Bank’s service charge for each Loan advanced under the Account (only applicable to a Client who has cash advance access available.)

2% or $2 Minimum per transaction, whichever is greater

Express Card Fee: A one-time charge per Card requested to be sent by rush delivery.

$20.00 per card

Implementation Fee: A one-time charge for establishing the Account and the production of any documents necessary to establish the Account or Bank’s security

interest in any collateral pledged to secure the same.

$____________________

Late Charge: The charge imposed by Bank for failure to pay as required under

this Agreement – see Section of the Agreement on Late Charge for further details.

1.25% or $25.00,whichever is greater

Card Customization Fee*: A one-time fee for customizing all Cards issued with Client’s name and logo.

*Client acknowledges, understands and agrees that any aspect of card customization is subject

to the final approval, acceptance or rejection of Visa USA, Inc. at its sole discretion in

accordance with the Visa Rules (as defined in the Card Agreement.) Client represents that it

owns and has the right to use any art work, logos or marks that Client instructs Bank to use in

customized cards.

$____________________

Processing Fee: A charge for processing each Account payment made by check or other payment item rather than by automatic deduction from a demand deposit

account.

$____________________

Paper Statement Fee: A monthly fee charged for paper statements. Electronic

statements are offered at no charge.

$10.00 per month

Report Fee: The fee for each periodic report of Account expenditures requested

by Client.

$____________________

Returned Item Fee: The fee imposed by Bank for any check or other payment

item tendered by Client hereunder that is returned unpaid for insufficient funds or

for any other reason.

$20.00 per instance

Transmission Fee: A monthly fee assessed to each Client who elects to receive one or more reports by electronic transmission either in addition to any report sent

by mail or in lieu of such reports.

$____________________

Transaction Fee: A monthly fee charged on each transaction based on Client’s

estimated purchases.

$____________________

Statement Copy Fee: Charge per statement requested that is over one

year from date of request.

$10.00 per statement

Supplier Enrollment: An optional service assists with enrolling suppliers or

vendors to accept Cards as a form of payment. See Section 40 of the Agreement for further detail.

No Charge


All amounts owed, fees, and charges are due in full and payable by the option selected in this document (unless otherwise

indicated). All capitalized terms used in this document shall have the meanings ascribed to each of them in the Charge Card

Agreement.

CENTRESUITE

Electing CentreSuite

Client agrees to all the terms and conditions of the

CentreSuite Section of the Visa Charge Card Agreement.

CENTRESUITE MODULES Statements Only: Ability to view and/or

download Commercial Card statements on-line.

No reporting available.

Statements & Accounts Module: Cardholder Maintenance, real-time

accounting review. Includes the following reports: Program Change Request

Audit Report, Cardholder Profile Report, and User Profile Report

Expense Module: Transaction Management

& Data Exporting. Includes the following

reports: Program Change Request Audit Report,

Cardholder Profile Report, User Profile Report

Additional Reports: Allocation Analysis Report,

Expense Report, Merchant Report, Multiple

Transaction Exception Report, Statement of

Account Report, and Transaction Report.

Expense Routing & Approval: Automate, allocate, review expense

approval. Program Change Request Audit Report, Cardholder Profile Report,

User Profile Report, Allocation Analysis Report, Expense Report, Merchant

Report, Multiple Transaction Exception Report, Statement of Account Report,

and Transaction Report Additional Reports: Expense Summary Report, Expense

Unassigned Transaction Report

Please enter Accounting system you currently use:_______________________________________________________

CentreSuite Organization Administrator: Administrator provides organizational support and manages card program through on-

line card management system.

Select if different from Card Program Administrator on page 3

___________________________________ ___________________________ _______________________

Name and Title Phone Number Email Address

CENTRESUITE PRICING

Implementation Fee: $_______________ Monthly Fee: $_______________ Custom Mapper Fee: $__________________

one-time charge one-time charge

Custom Programing Fee: $_______________ Routing & Approval: $_______________ Other: _______________

per hour additional monthly fee _______________

Digital Images Fee: _______________

Aggregate Monthly Card

Spend

Monthly Fee

<$100,000.00 $30.00

>$100,000.00 $0.00

Additional Optional CentreSuite Functionality-All Modules:

On-line Payments Temporary Credit Limit Alerts Emulation Auto Expense Reports

Expense Routing & Approval Module Functionality:

Description Submit Electronic Out of Pocket Expenses Out of Pocket Notes Required

Attendees & Purpose Required Mileage Rate $__________________ Digital Image


VISA® PAYABLES AUTOMATION

VISA® PAYABLES AUTOMATION (VISA ONLINE) SERVICES

Electing Visa® Payables Automation


Visa® Payables Automation (Visa® Online) Section of the Visa Charge Card Agreement Visa® Payables Automation: Client’s Technical Contact Information

Payables Automation is a Card Product enabling you to Name and Title ____________________________________

automate the accounts payable process for your business or entity. Email Address _______________________________

Phone Number _______________________________

Visa® Payables Automation Administrator Select if different from Card Program Administrator on page 3

___________________________________ _____________________________ ________________________


VISA® PAYABLES AUTOMATION PRICING

Implementation Fee: $____________ one-time charge

Transaction Fee: $____________ per transaction

Monthly Fee: $____________________

Other Fee: $____________________ _____________________

Description of Fee

M&T SUPPLIERPAY

Electing M&T SupplierPay


M&T SupplierPay Section of the Visa Charge Card Agreement

M&T SupplierPay:

M&T SupplierPay is a Card Product enabling you to automate the accounts payable process for your business or entity.

M&T SupplierPay Administrator Select if different from Card Program Administrator on page 3

___________________________________ ___________________________ __________________________


___________________________________ ___________________________ ___________________________


Dual Approvers: SupplierPay allows Client to select a single approver or dual approver setting. M&T and the vendor strongly

recommend that Client select the dual approver setting. If Client opts out of the dual approver setting, note that the SupplierPay

purchases will be authorized by the originator only.

Make a selection for each item below by checking the applicable box.

Manage Users:

Originator as approver + 1 Independent client approver 2 Independent client approvers Opt out of any dual approval

Manage Vendors:


Manage Payment File:


Opt out of all Dual Approvers options above


M&T SUPPLIERPAY PRICING

Implementation Fee: $__________ one-time charge Monthly Fee: $__________ one-time charge

Transaction Fee: $__________ per transaction Other Fees: $__________ per transaction

Description of Fee: ________________________________________

DIGITAL WALLETS

Apple Pay, Google Pay, and Samsung Pay

The digital wallets functionality will be added automatically, unless Client selects “Opt Out of Digital Wallet Enrollment”

below.

If digital wallets are provided, Client agrees to all the terms and conditions of the

Digital Wallets provisions of the Visa Charge Card Agreement.

Opt Out of Digital Wallet Enrollment

DATA SERVICES

Socioeconomic Reporting: $____________

1099 Reporting: $________________

Third Party: _________________ $____________

Other: $____________________

_______________________________________________

________________________________________________

OTHER DOCUMENTS

Pledge Agreement General Security Agreement Corporate Guaranty

Personal Guaranty Other _________________ Other __________________

Documents selected above will be sent separately



RESOLUTION, INCUMBENCY AND SIGNATURE PAGE

FOR VISA® COMMERCIAL CARDS AND CARD PRODUCTS

(“SIGNATURE DOCUMENT”)

The Card Program Documents (as defined below) are between M&T Bank, a New York banking corporation, having offices at

One M&T Plaza, Buffalo New York 14203 (“Bank”) and _____________________________________________ (“Client”)

Cards and Card Products. Bank as an issuer of Visa® Commercial Card(s), Corporate Card(s), Purchasing Card(s), Virtual

Accounts and any such other card products described in the Card Program Documents (each, a “Card” or Cards”) may issue,

assign and provide to Client the type of Cards and/or Card Product(s) elected by Client in the Application, Election and Pricing

Form. Bank through third parties provides one or more card management products and services which include various products

and levels of Card processing, management and other functions (each a “Card Product”) in which Client may elect to participate

under the terms and conditions of the Agreement. By signing below, Client hereby agrees to the terms and conditions set out in

the Card Program Documents.

Card Program Documents. The Card Program Documents between Bank and Client for the provision of Cards and Card

Products consists of all of the following: (i) this Signature Document; (ii) Application, Election and Pricing Form for Card and

Card Products (“Application and Election Form”); (iii) the Visa® Charge Card Agreement for Commercial Card, Corporate

Card, Purchasing Card Accounts, Virtual Account(s) (“Agreement”), (iv) any of the other Card agreements and schedules

applicable to Client for which a box has been checked in the Election Form or this Signature Document and (v) the Visa Rules

(collectively, the “Card Program Documents”). The Visa Rules are incorporated by reference into this Agreement in their

entirety.

Application and Election Form Subject to Final Credit Approval. Client and each Client signer acknowledges that the

Application and Election Form is subject to final credit approval of the Client in accordance with Bank’s credit approval process;

and additional information may be required in order to make a final credit decision. If approved, the actual credit granted may be

less than the amount requested by Client. Client understands and agrees that Credit Limits for Cards with declining balance

functionality cannot exceed at any time the Aggregate Maximum Credit Limit extended to Client pursuant to the Agreement,

which includes the Application and Election Form.

Credit Report Authorization. The Bank and any of the Bank Affiliates are authorized at any time to obtain, share, verify and

review any financial or other information (including consumer and/or business reports from others) the Bank or any Bank

Affiliate deems appropriate about the Client in connection with the Application and may also do so for updates, renewals,

extensions and collection activity. The Client’s Program Administrator shall notify the Bank promptly of any material change in

such information. Client authorizes the Bank to make available to the Bank Affiliates and others such information about Client

that may have been obtained in connection herewith or may be obtained in the future. Upon request, the Bank will let Client

know if the Bank obtained a credit report, and if so, the name and address of the credit reporting agency furnishing the credit

report. To request the information the Client should write M&T Bank, Attention: VISA®

Commercial/Corporate/Purchasing

Cards, [P.O. Box 4028, Buffalo, New York 14240-4028], or call the Client’s Relationship Manager. Client’s signer(s) certifies

that all information and documents submitted to the Bank, including federal and state income tax returns (if any) are true, correct

and complete.

Customer Identification Program Information: To help the government fight the funding of terrorism and money laundering

activities, Client shall have delivered to Bank, sufficiently in advance of closing, all documentation and other information for

itself and its Affiliates as required by Bank in accordance with all applicable banking laws and regulations in effect from time to

time, including, without limitation, the USA PATRIOT Act. Any failure by Client or any necessary third party to deliver to Bank,

in a timely manner, any material information requested, or any misrepresentation or inaccuracy with respect to any such

information received, or if Bank’s due diligence reveals that opening the accounts contemplated herein would potentially violate

Bank’s regulatory compliance policies or applicable law, shall permit Bank, in its sole discretion, to withdraw and/or cancel the

financing contemplated hereunder.

Joint and Several Liability. If there is more than one Client, each of them shall be jointly and severally liable under the Card

Program Documents, notwithstanding the fact that the credit limit may not be used by all Clients. “Client” shall include each as

well as all of the entities who sign on the signature block(s) below.

Effective Date. The Card Program Documents are effective as of the date of the first Purchase made pursuant to the Card

Program Documents,[SELECT AND INITIAL ALL SCHEDULES THAT WERE RECEIVED]


Client Initials

SCHEDULE B - AGGREGATE STATEMENT AND CHECK PAYMENT __________________

PROCESSING SCHEDULE

SCHEDULE C – INDIVIDUAL BILL SCHEDULE __________________

COMPANY GENERAL CERTIFICATE AND INCUMBENCY FROM: ___________________________________ (the “Client”) The undersigned hereby certifies that he/she has the power and authority to execute and deliver this Client General Certificate to M&T Bank, and any of their affiliates (any or collectively, “Bank”) on behalf of the Client. The undersigned further certifies that the following are true and correct:

1) Resolutions. The resolutions attached as Exhibit A (the “Resolutions”) were duly adopted by the Client’s board of directors (if a corporation), membership (if a limited liability company), partners (if a general partnership) or such other governing body as may be applicable to the Client, at a meeting duly called and held, or by unanimous consent, on ___________________, 20________; that none of the Resolutions have been rescinded, revoked or modified in any way; that each Resolution is in full force and effect on the date of this Certificate; and that neither any of the Resolutions nor any action taken or to be taken pursuant to any of the Resolutions violates, or will result in any violation of, any statute, regulation or other law applicable to the Client or the governing documents applicable to the Client, or any instrument, agreement or document to which the Client is a party, or by which the Client or any of its assets is bound.

2) Incumbency. Each person whose name appears below, opposite a title/position (“Position”), has been duly elected or appointed to and qualified for such Position at the Client and that on the date of this Certificate such person holds such Position; and that each signature appearing below is a true specimen of the signature of the person whose signature it purports to be, and has the authority to execute any of the Card Program Documents on behalf of Client.

NAME

TITLE/POSITION

SIGNATURE

3) Organization and Standing. The Client is duly organized, validly existing and in good standing under the laws of the State/Commonwealth of__________________________. No petition for dissolution has been filed or is pending. The Client has, and at the time of adoption of the Resolutions had, full power and lawful authority to adopt the Resolutions and to confer the powers granted in them to the Position or persons named or referenced in said Resolutions including any delegation of powers; and any person holding such Position or the person so named shall have full power and lawful authority to exercise those powers. No other action or consent of any other person or entity is necessary in order for this Certificate or the Resolutions to be effective.

4) Shareholder Consent to Guaranty (Corporation Only). If the Client is a corporation and the Client is guarantying the debt of another party, subordinating debt in favor of Bank or pledging assets to secure the debt of another party, the shareholders holding at least two-thirds of the shares entitled to vote consented and approved at a shareholders’ meeting, duly called and held on_____________________, 20________, that the Client is empowered to execute and deliver to the Bank the Agreements which were authorized per the attached Resolutions. If the shareholder approval was by written consent, then attached as Schedule B is a Shareholder Consent which constitutes the unanimous written consent of each shareholder of the Client.


Corporate Secretary Authorized Signature:

___ ______

Corporate Secretary Signature (Different from Authorized Signor) Secretary Printed Name and Title Date: [Note regarding who can be the authorized signer: If the person signing above is authorized to transact business by any

resolutions, this certificate should be attested by a second officer, director, member or partner of the Client, unless the Client is a

single owner and has no other officer, director or member. The person signing above can be the corporate secretary or an officer

authorized to certify. RESOLUTIONS

RESOLVED, that the Client is authorized to enter into the Agreement; and it is further

RESOLVED, that the signer of the Agreement and any other person listed under Incumbency above (an “Authorized Person”) is

authorized, on behalf of Client, to enter into the Agreement and to take all actions thereunder, pursuant thereto or in

connection therewith; and it further

RESOLVED, that the authority conferred by these resolutions is retroactive and any action heretofore taken by any person

(including but not limited to an Authorized Person) on behalf of the Client with respect to the Agreement is ratified and

confirmed; and it is further

RESOLVED, that the foregoing resolutions shall remain in full force and effect and may be relied upon, notwithstanding the

dissolution or termination of existence of the Client or any change in the identity of, or any modification or termination of

any authority of, any Authorized Person, until a copy of a subsequent resolution revoking or amending them, duly

certified by an Authorized Person of the Client, shall be actually received by the account officer of Bank responsible for

the obligations of the Client and Bank shall have had a reasonable time to act thereon; and any action taken by Bank prior

to such actual receipt and passage of time shall be binding upon the Client, irrespective of when such resolutions may

have been adopted.



Signature. By signing below Client agrees to be bound by the terms of the Card Program Documents and represents to M&T that

(a) it has read the Card Program Documents, (b) the person signing below has been duly authorized to sign on behalf of and bind

Client, and (c) on signing, the Card Program Documents will be an enforceable obligation of Client.

CLIENT:___________________________________________________________________________________________ Authorized Signature 1 Printed Name and Title Date: Authorized Signature 2 Printed Name and Title Date: * Sole proprietors should use their individual names and not their trade names.

M&T BANK:

Douglas A. Dunbar, Vice President

(Facsimile signature permitted for Bank only)

DOCUMENT MUST BE WITNESSED BY M&T BANK OFFICER OR NOTARY PUBLIC AT TIME OF SIGNATURE

WITNESSED BY M&T BANK OFFICER:

Authorized Signature Printed Name and Title Date:

NOTARY ACKNOWLEDGMENT

STATE OF )

: SS.

COUNTY OF )

On the ____________day of ____________, in the year 20________, before me, the undersigned, a Notary Public in

and for said State, personally appeared _______________________________________________, personally known to me or

proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within

instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their

signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the

instrument.

_________________________________________

Notary Public