Schedule 1: Standard terms of service
This agreement commences on the Commencement Date and continues until terminated in accordance with 11.
2. NAB’s Obligations
2.1 Subject to clause 2.2, NAB will:
i. use its reasonable endeavours to ensure that the Service is reliable;
ii. use its reasonable endeavours to rectify any problems, faults or service interruptions as soon as practically possible;
iii. provide the Service with due care, diligence and skill in a proper and professional manner as required by this agreement;
iv. take all reasonable steps to prevent contamination and diffusion of any software contamination, such as computer viruses, worms or trojans into Your system when providing the Services; and
v. provide the Services using appropriate security measures; and
vi. use its reasonable endeavours to procure that the Third Party System Supplier maintains the technology and system functions in compliance with the requirements of the PCI DSS.
2.2 NAB does not warrant that the Service will be continuous, virus or fault free.
2.3 You acknowledge that in providing the Services to You, NAB may rely on technology and system functions licensed from a Third Party System Supplier. To the extent that NAB relies on a Third Party System Supplier, NAB agrees to promptly consult with the Third Party System Supplier when any problems, faults or service interruptions are identified.
3. Your Obligations
3.1 You will:
i. provide the Customer Profile Data as required by the Service;
ii. ensure Customer Profile Data is maintained and updated as required by the Service;
iii. take every possible precaution to prevent contamination and diffusion of any software contamination, such as computer viruses, worms or trojans into the systems NAB uses to provide the Services;
iv. use the Service only for the purposes for which it is provided;
v. use the Service in compliance with any directions given by NAB;
vi. not licence, rent, host, time-share or provide the Service in any other way to any third party. This agreement is personal to You;
vii. keep confidential all passwords You or any End User need to use the Service;
viii. ensure that End Users keep confidential any user identifications or passwords needed to use the Service;
ix. immediately notify NAB if You terminate or intend to terminate this agreement or the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement.
3.2 You warrant that in connection with the provision of the Services, You shall not use any equipment capable of communicating with NAB's equipment or software other than equipment authorised by NAB in writing.
3.3 You indemnify NAB and agree to keep NAB indemnified against all costs, damages, or expenses resulting from software or hardware contamination resulting from Your use of the Service.
4.1 You must pay NAB all Charges without deduction, set off or withholding, payable to NAB under this agreement as outlined in Schedule 3, unless agreed otherwise, and on the terms set out in this clause 4.
4.2 NAB may charge for performing any other services outside the scope of the Services (including but not limited to training), which You request NAB to undertake.
4.3 Unless otherwise specified, all amounts referred to in this agreement are inclusive of GST.
4.4 If GST is imposed on any supply made by a party (“Supplier”) under or in connection with this agreement to the other party (“Recipient”), where any amount or consideration (“consideration”) payable or to be provided by the Recipient under this agreement in relation to that supply is exclusive of GST (“GST-exclusive consideration”), the Supplier may, in addition to and at the same time as that GST-exclusive consideration is due, recover from the Recipient an additional amount on account of GST. This additional amount is to be calculated by multiplying the GST-exclusive consideration for the relevant taxable supply by the GST rate prevailing at the time of the taxable supply.
4.5 Any additional amount on account of GST recoverable from the Recipient shall be calculated without any deduction or set off of any other amount.
4.6 The Supplier must issue the Recipient with a Tax Invoice for any taxable supplies that the Supplier makes to the Recipient under or in connection with this agreement.
5. Intellectual Property
5.1 You acknowledge all Intellectual Property rights in the structure or organisation of the software used to provide the Service, the web site associated with the Service and its user interface, and any modifications or enhancements to any of those things are proprietary to NAB and the Third Party System Supplier, and must not be reproduced, copied or adapted in any way by You, including but not limited to:
i. any computer program;
ii. any trademark, business name, trading style or get up; and
iii. any training material or other documentation issued to you in connection with the Service.
5.2 You acknowledge none of the Intellectual Property rights described in clause 5.1 are assigned to You under this agreement.
5.3 You must not, without NAB’s consent, reproduce or modify any software used to provide the Service.
5.4 Neither NAB or You may use any Intellectual Property owned by the other party without that party’s prior written consent.
6. Confidential Information
6.1 Each party acknowledges that the Confidential Information of the other party is valuable to the other party and undertakes that:
i. it has procedures adequate to protect the other’s Confidential Information;
ii. the other party’s Confidential Information will only be used for the purposes of providing the Service under this agreement;
iii. it will not disclose (unless required to so by law), without prior consent, the other’s Confidential Information to any person, except that NAB may disclose Confidential Information to other members of its Group and to the Third Party System Supplier to the extent they have a need to know in order that they or NAB can provide the Services.
6.2 Neither party shall publicise or make any media comment about the terms of the agreement without first receiving the prior written consent of the other party.
6.3 Obligations of confidentiality in clause 6 continue indefinitely in relation to Confidential Information even if that Confidential Information is returned to us or destroyed, or this agreement expires or is terminated.
7.2 By using the Service, You agree that NAB may use or disclose any information about You, your Customer Profile Data and information collected as part of the Service to the Third Party System Supplier and any other third party which is reasonable required to give effect to the Service.
8. Limitation of Liability
8.1 You may have rights and remedies under the Competition and Consumer Act 2010 (Cth) and the Australian Securities and Investments Commission Act 2001 (Cth).
8.2 If NAB’s liability to You for the breach of any term, condition or warranty implied by law is capable of exclusion, it is excluded.
8.3 If NAB breaches any condition or warranty under the Competition and Consumer Act or Australian Securities and Investments Commission Act, NAB’s liability is limited to the re-supply of the Services or the payment of the cost of having the Services supplied again at NAB’s discretion.
8.4 NAB makes no warranties in relation to the Services, including warranties as to description, merchantability or fitness for purpose. NAB is not liable for any loss or inconvenience You suffer because any part of the Service is not capable of normal operation, fails to process information or inaccurately or slowly processes information including, without limitation, in connection with a Card. NAB, its officers, agents, contractors and sub-contractors shall not be liable for any direct or indirect loss (including without limitation loss of profits), damage or injury arising from the supply or use of the Service NAB or others supply or for any act or omission (including negligence) of NAB. This clause is subject to any terms, which are not capable of exclusion or limitation at law.
9. Force Majeure
9.1 Neither NAB or You are liable to the other for any failure or delay in meeting an obligation under this agreement (except for any obligation to pay money) if and to the extent that the failure or delay is caused by or results from an event beyond that party’s reasonable control and that party has used its best endeavours to perform on time despite the cause. NAB and You shall mitigate the effect of any force majeure event and shall advise the other party should a force majeure event occur.
10.1 Either party may terminate this agreement in writing at any time with at least 30 days notice to the other.
10.2 Either party may give notice terminating this agreement immediately if:
i. the other party commits a breach of this agreement which is capable of being remedied and that party does not remedy that breach within 15 Banking Days after notice has been given requesting the breach be remedied;
ii. the other party breaches the obligations of confidentiality in 7; or
iii. the other party commits a breach of this agreement which is not capable of being remedied; or
iv. the other party goes into liquidation or is dissolved or enters a scheme of arrangement with any class of its creditors or is placed under official management; or
v. execution is levied against a substantial part of, or a receiver or manager is appointed to any of, the assets of the other party or its holding company.
10.3 NAB may terminate this agreement immediately:
i. on the breach or termination of the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement; or
ii. on the termination of the agreement entered between NAB and the Third Party System Supplier (if applicable). In this event NAB will use its reasonable endeavours to notify You as soon as NAB becomes aware of the likelihood of such termination and will assist You to identify an alternative provider.
10.4 You agree that NAB is not obliged to reimburse you any Charges if this agreement is terminated:
i. by You under clause 10.1;
ii. by NAB under clause 10.2;
iii. under clause 10.3.
10.5 Termination of the agreement for any reason will not prejudice any rights of NAB or You that are in existence at the date of termination. The rights and remedies given to a party in this clause 10 are not intended to be exclusive and are in addition to any rights and remedies a party may have in law or in equity.
11. Changes NAB may make
11.1 Except where expressly provided otherwise in this agreement, NAB can at any time:
i. introduce a new fee or charge;
ii. vary the amount of a fee or charge, the way in which it is calculated or when it is charged;
iii. change any of the other provisions of this agreement as a result of a change to any law affecting this agreement; and
iv. change any other provision of this agreement.
11.2 NAB will make any changes under clause 11 in accordance with any applicable legislation and industry codes. If you do not accept any change we make, you can ask NAB to close your account or cease using the service. You will need to pay any outstanding balance in order to do this.
11.3 NAB will give you 30 days notice of changes made under clause 11. However, we may give shorter notice or no notice period, if:
i. there is a change to, or introduction of a government charge that you pay, in which case we will tell you about it reasonably promptly after the government notifies us of it (however we do not have to notify you if it is publicised by the government);
ii. it is reasonable for us to manage a material and immediate risk; or
iii. there is a change that reduces your obligations (for example, a reduction in a fee or charge), we may give you a shorter notice period, or no notice period, if not inconsistent with any applicable industry codes.
However, we will give particulars of any such change as soon as reasonably possible, even if this is after the change takes effect.
11.4 We will notify you of changes we make by either writing to you (including any mean permitted in clause 12) or putting an advertisement in national and local media.
12. Banking Code of Practice
12.1 We have adopted the Banking Code of Practice and relevant provisions of the Code apply to NAB Expense Control and the Service, if You are an individual or a small business referred to in the Code.
12.2 You can obtain from us upon request:
i. information on NAB’s current standard fees and charges concerning the NAB Expense Control and the Service; and
ii. general descriptive information concerning NAB’s banking services including:
a. for accounts with cheque access, general descriptive information about cheques;
b. account opening procedures;
c. NAB’s obligations regarding the confidentiality of your information;
d. complaint handling procedures;
e. bank cheques;
f. the advisability of you informing NAB promptly when you are in financial difficulty;
g. the advisability of you reading the Terms and Conditions applying to the relevant banking service;
iii. general descriptive information about:
a. the identification requirements of the Anti- Money Laundering and Counter-Terrorism Financing Act 2006; and
b. the options available to you under the tax file number legislation; and
iv. a copy of the Banking Code of Practice.
13.1 A notice given by You to NAB is duly given if it is in writing signed by You and left at NAB’s address or sent by prepaid ordinary post to NAB’s address.
13.2 If NAB wishes to give You a notice, NAB may:
i. deliver it personally to You at the latest address of the place of residence or business recorded with NAB (including any address where you have asked us to send statements of account under your NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement);
ii. leave it at, or send it by post, facsimile transmission or some other form of electronic transmission to the address of Your place of residence or business last known to NAB; or
iii. by making it available on a NAB service.
13.3 For the purposes of this agreement a notice is taken to be given:
i. in the case of a notice given personally – on the date it bears or the date it is received by the addressee, whichever is the later;
ii. in the case of a notice sent by post – on the date it bears or the date it would have been delivered in the ordinary course of post, whichever is the later; or
iii. in the case of a notice sent by facsimile transmission or some other form of electronic transmission – on the date it bears or the date on which the machine from which the transmission was sent produces a report indicating that the notice was sent to the number of the addressee, whichever is the later; or
iv. in the case of a communication made available on a NAB service, when it was posted on that service.
13.4 NAB may notify You that a communication is available electronically (including SMS or electronic mail). You must check electronic communications regularly. You may change the nominated electronic address or withdraw agreement to receive notices by electronic mail means by giving NAB notice.
14. Dispute Resolution
14.1 NAB and You (‘the parties’) shall actively and openly endeavour to amicably settle any dispute arising in connection with the provision of the Service, with a view to achieving prompt resolution. To remove any doubt, any dispute arising in connection with a Card transaction will be resolved in accordance with the provisions of the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement.
14.2 Neither party may commence any court or arbitration proceedings relating to this dispute unless it has complied with this clause relating to dispute resolution.
14.3 If the parties cannot resolve any dispute, either party may, by notice in writing, request that the dispute be referred to mediation.
14.4 The parties shall continue to perform their obligations under this agreement during the course of any mediation.
14.5 The parties shall pay the fees and expenses of any mediator equally.
14.6 Nothing in this clause shall preclude either party from taking immediate steps to seek urgent equitable relief before an Australian court.
Nothing in this agreement prevents NAB appointing a contractor or subcontractor to carry out NAB’s obligations under this agreement.
NAB may assign or otherwise deal with its rights under this agreement in any way it considers appropriate. If NAB does so, you agree to help NAB including by signing any document or providing consent. NAB may disclose any information or document to do so. You cannot assign your rights under this agreement without NAB's prior written consent.
17.1 This agreement is governed by the laws of Victoria. Both NAB and You submit to the non-exclusive jurisdiction of the courts of that place.
17.2 No delay or failure to exercise a right under this agreement prevents the exercise of that or any other right on that or any other occasion.
17.3 NAB and You are independent contracting parties. Nothing in this agreement is intended to make either of them a joint venturer, partner, agent or fiduciary of the other.
17.4 Neither NAB or You may waive a right created by this agreement unless that party gives the other notice in writing.
17.5 If any term of this agreement is unlawful or unenforceable, it will be severed from this agreement to the extent that it is unlawful or unenforceable and the rest of this agreement will remain in force.
17.6 NAB and You must comply with all applicable laws.
17.7 By executing this agreement NAB and You warrant and represent to the other party that the execution of this agreement has been properly authorised.
18. Definitions and Interpretations
18.1 In this agreement:
Account means the NAB account established in Your name for the purpose of the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement;
Agreement means the National Australia Bank NAB Expense Control Terms of Service Agreement as constituted by this document and Schedules 1, 2, 3, and 5, as amended from time to time;
Banking Code of Practice and Code mean the Banking Code of Practice;
Banking Day means a day on which banks in Melbourne or Sydney are able to effect settlement through the Reserve Bank of Australia;
Card means a credit card issued by NAB pursuant to the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement to an End User in accordance with Your authority and includes any virtual cards issued under either facility;
Card Facility means your NAB Commercial Cards Facility and/or your NAB Corporate Card Facility;
Charges include all charges referred to in this agreement including the fees and charges detailed in Schedule 3, and as varied from time to time in accordance with this agreement;
Commencement Date means the date NAB you accept the National Australia Bank NAB Expense Control Terms of Service Agreement;
Confidential Information means all information which a party provides to the other party on a confidential basis or which is confidential or proprietary to a party, but excludes:
- information which is independently developed by the other party outside the scope of this agreement; or
- information obtained from a source independent of that other party; or
- information which was publicly available at the time of receipt or becomes publicly available after execution of
- this agreement other than by a breach of an obligation of confidence;
Customer Profile Data means information on the End User including the employee name, employee ID number, employee email address, employee cost centre(s) and manager/approver details which is provided in a format required by the Service;
End User means Your employees and contractors authorised by You to use a Card in accordance with the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement;
Group means the holding company of a company and all the holding company’s subsidiaries, or, if a company has no holding company, then that company and all its subsidiaries (“holding company” and “subsidiary” have the meanings set out in the Companies Act 1993);
GST has the same meaning as in the New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property means trade marks, service marks, inventions, patents, designs, copyrights, know-how and trade secrets, all rights and interest or licences to use any of them and any other right or interest generally recognised as intellectual property;
NAB Commercial Cards Facility Conditions means NAB’s standard agreement applicable to the provision of a NAB Rewards Business Signature Card, NAB Qantas Business Signature Card, NAB Low Rate Business Card or a NAB Business Card Facility incorporating the Terms and Conditions applicable to such facility;
NAB Corporate Card Facility Agreement means NAB’s standard agreement applicable to the provision of a Purchasing and NAB Corporate Card Facility or a Travel account Facility incorporating the Terms and Conditions applicable to such facility;
PCI DSS means the Payment Card Industry Data Security Standard as updated from time to time;
Service means the NAB Expense Control service more particularly described in Schedule 2;
Tax Invoice has the meaning as in the New Tax System (Goods and Services Tax) Act 1999(Cth);
Third Party System Supplier means a third party which has been engaged by NAB to provide some or all of the Services;
Virtual Card means a credit card number issued by NAB pursuant to the NAB Commercial Cards Facility Conditions or the NAB Corporate Card Facility Agreement to an End User.
18.2 In interpreting this agreement:
- references to ‘this agreement’ include references to all its Schedules;
- person include a partnership or other entity which is not a legal person;
- the singular includes the plural and vice versa;
- unless otherwise specified monetary amounts are in local currency.
Schedule 2: Service description
The fundamental features of this service enables You to:
i. Capture and categorise the expenses of any Card linked to your NAB Commercial Cards Facility or the NAB Corporate Card Facility on-line
ii. Set pre-spend controls
iii. Issue and distribute virtual cards
iv. Receive real-time notifications
v. View spend dashboard
vi. Integrate with selected accounting platforms
The issue and distribution of virtual cards are subject to the following conditions:
i. You agree that NAB may allow an End User to make Contactless Purchases using virtual card details including through a wearable device or other device (such as a mobile phone);
ii. You agree that a Virtual Card is a Card is issued in accordance with the terms of your facility (NAB Commercial Cards Facility or the NAB Corporate Card Facility) and You are responsible for any amounts arising from the End User’s use of the Virtual Card;
iii. You will provide information to the End User about the facility to which the Virtual Card is linked (NAB Commercial Cards Facility or the NAB Corporate Card Facility) including:
a. in relation to a NAB Commercial Card Facility – copies of the:
i. Commercial Cards Electronic Banking Conditions; and
ii. NAB commercial Cardholder Conditions;
b. in relation to a NAB Corporate Card Facility – a copy of the NAB Purchasing And Corporate Card Electronic Banking Conditions; and
iv. When NAB issues a Virtual Card, it will be issued with an expiry date.
NAB will provide ongoing support. This support will consist of the following:
Any updates to functionality will be provided to the core application and included in the charges.
Schedule 3: Charges
Summary of Important Information
You can contact us by:
- calling us on 13 10 12
- visiting our website nab.com.au
- writing to us at GPO Box 9992 Melbourne VIC 3001; or
- hearing impaired customers with telephone typewriters can contact us via the National Relay Service on 13 36 77.
Lost/Stolen Cards/Compromised Personal Identification Numbers (PINs)
If your card is lost or stolen and/or your PIN is compromised or divulged you must immediately notify NAB and provide any information about how the loss/incident occurred.
Resolving problems or disputes
For information about resolving problems or disputes, contact NAB on 1800 152 015, or ask at any NAB outlet. For more details about our internal dispute resolution procedure please ask for our complaints resolution brochure.
If we’re unable to resolve your complaint to your satisfaction, you may be able to seek assistance from the Australian Financial Complaints Authority (AFCA). The Australian Financial Complaints Authority (AFCA) provides an independent dispute resolution service and is approved by the Australian Securities and Investments Commission (ASIC) as an external dispute resolution scheme.
For more information
Call the NAB Loyalty Team:
Visit us at nab.com.au/nabexpensecontrol .
Hearing-impaired customers with telephone typewriters can contact us on 13 36 77.
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