DIESEL CARD IRELAND LIMITED
General Terms and Conditions of Card Use
The purpose of this Agreement is to define the conditions under which Customers may use Cards to obtain Goods at participating Supply Points.
In this Agreement, the following words shall have the following meanings:
– “Affiliate” means (1) for DCI: Radius Payment Solutions Limited or any company in which Radius Payment Solutions Limited owns or controls, directly or indirectly, 50% or more of the voting rights (2) for Customer: any company in which Customer’s ultimate holding company owns or controls, directly or indirectly, 50% or more of the voting stock;
– “Agreement” means these General Terms & Conditions, Card Forms and Card Procedures. In the event of a conflict between any provision of these General Terms and Conditions, the Card Forms or the Card Procedures, the Card Forms shall take precedence over the General Terms and Conditions and the General Terms and Conditions shall take precedence over the Card Procedures;
– “Business Day” means any day on which clearing banks are open for business in London excluding Saturdays;
– “Card Forms” means the application form, card order form, e-business sign up form and/or any other form completed by Customer upon request by DCI and accepted by DCI;
– “Cardholders” means persons to whom Customer has provided a Card and who are authorised by Customer to use such Card and “Cardholder” means any one of them;
– “Card Procedures” means any procedures or guidelines regarding the use of the Cards as DCI may Notify from time to time;
– “Card Program” means the Card scheme owned and/or operated by DCI based on which DCI issues Cards for use by Customers;
– “Cards” means all payment cards issued to Customer by DCI and/or by any third party designated by DCI and “Card” means any one of them;
– “Charge(s)” means charges levied by DCI in accordance with this Agreement, details of which can be located in the Charges section on the Website;
– “Credit Limit” means the maximum amount of unpaid Transactions, whether invoiced or not, that can be outstanding on a Customer’s account at any time. The Credit Limit is determined, and may be revised at any time, by DCI in its sole discretion;
– “Customer” means the person or company whose details appear in the Card Form and whose application for Cards has been accepted by DCI;
– “DCI” means Diesel Card Ireland Limited incorporated and registered in Ireland with company number 233354 whose registered office is at Block 2, Galway Financial Services Centre, Moneenageisha Road, Galway H91W1YV and its successors, assigns and appointed agents or any other Affiliate and their successors, agents or assigns, as the case may be;
“Fuel Products” means all grades of diesel and petrol products supplied by DCI to Customer from time to time;
– “Goods” means Fuel Products and Non-Fuel Products;
– “Interest Rate” means interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by the Late Payment of Commercial Debts Regulations 2002);
– “Invoice” has the meaning given to it in clause 5.2 (d);
– “Network” means the network of Supply Points where a Customer can purchase Goods from a Retailer;
– “Non-Fuel Products” means all vehicle related products which are not Fuel Products supplied by DCI to Customer from time to time, including but not limited to gas oil, lubricants, car washes, ad blue, liquid petroleum, anti-freeze and screen wash;
– “Notify(ing)” or “Notification” means informing the other Party;
(a) through the Website: in the case of notification to DCI (1) by submitting the required information electronically using the functionalities provided by the Website for this purpose; or, in the case of notification to Customer, (2) by posting the information on the Website;
(b) by sending an e-mail to such e-mail address as DCI or Customer respectively may specify from time to time (“By E-mail”);
(c) by sending fax to such fax number as DCI or Customer respectively may specify from time to time (“By Fax”);
(d) by sending a letter to such address as DCI or Customer respectively may specify from time to time;
(e) by including specific information on the Invoice or on the payment overview accompanying the Invoice (only applicable to a Notification by DCI to Customer); or
(f) by phone using such telephone number as DCI or Customer respectively may specify from time to time (“By Phone”);
– “Notification in Writing” means a Notification in the form specified in paragraphs (a) to (e) of that definition;
– “Late Payment” has the meaning given to it in clause 5.3 (a);
– “Parties” means DCI and Customer and “Party” means either of them;
– “Payment Term” has the meaning given to it in clause 5.3 (a);
– “PIN” means the personal identification number issued for use with a Card;
– “Purchase Device” means an on-board unit provided to Customer by or on behalf of DCI;
– “Rates” means the rates notified to the Customer by DCI for the purchase of Fuel Products on a weekly basis or any other basis agreed by DCI;
– “Retailers” means companies who have entered into an agreement with DCI to accept Cards as payment for Goods, as the case may be, and a “Retailer” means any one of them;
– “Supply Point” means the location where a Retailer delivers the Goods to a Customer or Cardholder;
– “Transaction” means each use of the Card to obtain Goods at a Supply Point; and
– “Website” means https://www.dcicard.com/, or any other website DCI may authorise Customer to access in connection with this Agreement.
3. Card Program
3.1 DCI may in its sole discretion provide, or cause a third party to provide, one or more Cards to the Customer. The Customer can use a Card for purchasing certain Goods from DCI that are available at Supply Points, but a Customer is not obliged to purchase a minimum amount of Goods. A Card that has not been used for a certain period of time, as determined by DCI, may be cancelled automatically or subject to a Charge as a result of such non-activity.
3.2 DCI offers, through Retailers, a range of Goods that can be purchased from DCI by use of a Card. The Customer determines the categories of Goods that can be purchased from DCI with the Cards based on the available offering under the Card Program. DCI may at any time and without Notification extend or reduce the range of Goods it offers under the Card Program. The issuing of Cards to the Customer does not confer any right to Customer to receive supplies of Goods.
3.3 Use of a Card constitutes a purchase of Goods from DCI. Title to the Goods and risk of loss will pass upon delivery of the Goods to the Customer at the Supply Point.
3.4 Cards may only be used at participating Supply Points, however Retailers have the right to retain cards and/or to refuse to supply Goods, accept Cards or process Transactions for any reason including, but not limited to, the Cardholder not presenting the Card to the Retailer at the Supply Point prior to drawing Goods, shortage of product, technical failure of equipment or failure by Customer to comply with this Agreement. The Customer shall comply with all operating requirements and conditions imposed by a Retailer at the Supply Point. Any fees or payments charged by a Retailer to DCI in connection with Transactions by the Customer not complying with local regulation or damaging Retailer’s equipment can be charged by DCI to the Customer. If the Goods have already been supplied and the Card is not accepted by the Retailer for whatever reason, the Customer is required to pay for the Goods at Retailer’s customer price applicable at the Supply Point with other means of payment.
3.5 The Customer may authorise Cardholders to use a Card and shall ensure that Cardholders comply with the Customer’s obligations under this Agreement. The Customer shall ensure that Cards do not remain in possession of anyone who has ceased to be an authorised Cardholder.
3.6 The Card may only be used for purchases that correspond with a normal consumption or use and Cards can only be used by the Customer in compliance with all applicable legislation.
3.7 Customer and Cardholders are not entitled to participate in any DCI promotions or loyalty schemes on Transactions using a Card unless otherwise invited in the terms of any such promotion or loyalty scheme.
3.8 DCI may modify or end its Card Program and/or replace it with a different program. In addition, DCI may increase or reduce the number, and vary the type, of Retailers and/or Supply Points where Cards can be used without Notification.
3.9 Where the Customer acquires a Purchase Device by virtue of this Agreement, the Customer shall:
(a) register the Purchase Device along with the vehicle details with the necessary third parties;
(b) provide DCI with all the correct documentation and accurate information as required by DCI from time to time; and
(c) be liable for any and all payments to be made through the Purchase Device for a period of two (2) Business Days after DCI has received Notification in Writing that the Purchase Device should be stopped (provided always that such notification has been given by 4pm, failing which the notification period shall commence on the next Business Day).
3.10 Customer agrees and acknowledges that title to the Purchase Device shall remain with DCI at all times and that the Purchase Device shall be returned to DCI at the end of the agreed period, failing which a non-return Charge shall be levied by DCI.
4.1 Applications, property, cancellation, blocking or renewal of cards
(a) All applications for the issue of Cards shall be at the absolute discretion of DCI. It is understood that DCI shall not be obliged to accept an application nor to give any reason for refusing the same, nor to enter into any correspondence in regard thereto. Each Card will be valid for use by the Cardholder to the extent of the Credit Limit from the date of issue until the date of expiry
(b) Cards remain the property of DCI at all times. DCI may cancel or block Cards or refuse to renew or replace Cards in its sole discretion and the Customer shall return Cards on first request to DCI’s registered office. DCI may with prior Notification to Customer Levy Charges on Cards.
4.2 Use of Cards
The Customer shall, and shall procure that a Cardholder, only use Cards in accordance with the provisions of this Agreement. A Card may not be used in, among others, the following circumstances:
(a) unless the Cardholder has presented the Card to the Retailer at the Supply Point prior to drawing any Goods;
(b) after the expiry date shown on the Card;
(c) if Customer exceeds its Credit Limit;
(d) if the Card has been reported lost or stolen or the PIN compromised in accordance with Clause 4.6;
(e) if the Card has been cancelled or blocked or its return requested by DCI;
(f) on non-compliance with the Card Procedures, if any;
(g) if there are any Late Payments;
(h) by a Cardholder other than as indicated on the Driver Card (as defined in Clause 4.3 (a)) or for a vehicle other than designated on a Vehicle Card (as defined in Clause 4.3 (a));
(i) if the Cardholder does not enter the correct PIN code.
Notwithstanding clause 4.2(a)-(g), the Customer shall be liable to pay DCI for all amounts due pursuant to each Transaction plus any Charges levied as a result of any breach of this clause 4.2.
4.3 Types of Cards
(a) Cards will bear, at the Customer’s option, either the name of the Cardholder (“Driver Card”) or the registration number of a vehicle (“Vehicle Card”) and, if applicable, any other identification requested by the Customer and accepted by DCI.
(b) At the Customer’s request DCI may, at its sole discretion, issue Cards that are not Driver Cards or Vehicle Cards (“Wild Cards”), Cards that are to be lodged at a Supply Point (“Site Lodged Cards”) and Cards with identical PIN that can be used by multiple cardholders (“Fleet Cards”). Wild Cards, Site Lodged Cards and Fleet Cards are issued under the Customer’s sole responsibility and the Customer shall be liable in respect of any and all Transactions made with Wild Cards, Site Lodged Cards and Fleet Cards, even if they have been lost, stolen, duplicated, have not been received when due or if the PIN has been compromised, until such Cards have been blocked. The Customer will indemnify DCI on demand in respect of all costs, claims and demands arising out of or in connection with the use of Wild Cards, Site Lodged Cards and Fleet Cards and will pay any associated Charges in connection with such cards. The same applies to Cards which are not issued as Site Lodged Cards but which Customer lodges at a Supply Point on his own initiative.
4.4 Online and offline Transactions
Transactions will be processed online, except if this is not possible for technical reasons relating to the equipment required for such processing, in which case Transactions will be processed offline. Online Transactions shall be confirmed by PIN and offline Transactions (where permitted) shall be confirmed by PIN or by signature of the Cardholder on the sales voucher. Transactions confirmed in such manner are deemed to have been accepted by the Customer and will be invoiced to the Customer. A Cardholder has no entitlement to offline Transactions and the Customer will remain liable for Transactions made without PIN.
4.5 Security precautions
(a) The Customer will be responsible for identifying and taking all necessary precautions to ensure the safe storage and use of the Card and its PIN. Notwithstanding the foregoing, DCI may from time to time recommend specific precautions to the Customer. A Card is issued with a PIN. The Customer shall only disclose the PIN to the Cardholder authorised to use the Card. The Customer shall ensure that the PIN is not compromised such as by keeping the PIN confidential from any person other than the Cardholder, never storing the PIN together with the Card and entering a PIN discreetly.
(b) DCI may, in its sole discretion, determine proprietary security limits (such as a maximum value per Transaction, a maximum value for all Transactions per Card over a period of time or a maximum number of Transactions per Card over a period of time), above which Transactions may be refused or Cards may be blocked. These limits are determined, and may be revised at any time, by DCI in its absolute discretion. DCI may, but has no obligation to, refuse Transactions or block Cards that exceed such security limits and DCI will not be liable if Cards are used exceeding these security limits. At the Customer’s request DCI may issue Card(s) that are exempt from security limits. The Customer will indemnify DCI on demand in respect of all costs, claims and demands arising out of or in connection with the use of all such Cards.
(c) A Retailer may, but is not obliged to, request the Cardholder to show appropriate identification to prove that his identity corresponds with the name on the Driver Card, in the absence of which such Retailer may refuse the Transaction and/or retain the Card.
4.6 Lost, stolen or duplicated Cards and compromised PINs
(a) If the Customer has reason to believe that a Card is lost, stolen, duplicated or has not been received when due or that the PIN is compromised the Customer must immediately Notify DCI, preferably through the Website or By Phone, By E-mail or By Fax. Where Notification has been given orally, Customer shall confirm this by Notification in Writing within two (2) Business Days thereafter (“Confirmation”).
(b) The Customer shall be liable for all Transactions made with a lost, stolen or duplicated Card (including all Transactions made with a duplicate of the Card) for a period of two (2) Business Days after DCI has received Notification in Writing or Confirmation from Customer that the Card has been lost or stolen. However, if after two (2) Business Days Transactions are made with the lost, stolen or duplicated Card using the correct PIN, the Customer will remain liable for such Transactions until the lost, stolen or duplicated Card has been blocked by DCI, which DCI shall do as soon as reasonably practicable. In addition, if after Notification by the Customer that a Card is lost, stolen or duplicated, the Card is used by the Cardholder, the Customer will remain liable for such Transactions and DCI may make such reasonable charge to the Customer as appropriate to cover the expenses incurred by DCI as a result of Customer’s Notification, including any payments made by DCI to any person as a reward for confiscating such Card.
(c) The Customer shall be liable in respect of all Transactions made with a Card with a compromised PIN until (i) the Customer has given Notification to DCI as detailed in clause 4.6(a) above; and (ii) until DCI has received the compromised Card with the top corners cut off.
(d) The Customer shall give DCI all reasonable assistance to investigate the loss, duplication or theft of any Card and to assist DCI to recover the lost or stolen Card or a duplicate of the Card.
4.7 Cancellation, withdrawal or replacement of Cards
(a) If the Customer wishes to cancel or withdraw a Card for any reason he should Notify DCI accordingly and return the Card to the DCI with the corner cut off. The Customer will remain liable in respect of all Transactions made with a cancelled or withdrawn Card, prior to receipt of the Card at the DCI.
(b) Upon receipt of new Cards replacing existing or expired Cards, Customer shall ensure that all the replaced Cards are immediately destroyed. Customer shall remain liable for all Transactions made with the replaced Cards.
4.8 With prior Notification to the Customer, DCI reserves the right to levy Charges in respect of the reissuing and replacement of any Cards.
5. Price, Invoicing and Payment
(a) For the purchase of Fuel Products, the Customer will be invoiced at the Rates. DCI has the right to unilaterally modify the Rates wholly or partially with prior Notification.
(b) For the purchase of Goods, excluding Fuel Products, the Customer will be charged at a price available from DCI.
(c) For transactions of Goods on Cards outside of the Network, DCI may apply a Charge or a Surcharge to the price of the Goods.
(d) Goods shall be invoiced together with Charges, taxes, duties, and any other charges levied in the country of delivery. Value Added Tax shall be specified separately for deliveries in countries where this is legally possible. Taxes, duties and Charges will also be added to all service fees or other payable amounts as appropriate. Customers are responsible for Notifying DCI in due course of any changes to their country-specific international (VAT) ID numbers, addresses and fiscal representatives.
(e) DCI may in its sole discretion levy a Charge for customer services or facilities it provides to the Customer, which may include, but is not limited to, the application of a percentage service fee to the purchase of all Goods. DCI may from time to time modify the amount of the Charges or services to which the Charges relate.
(f) Any Charges may be unilaterally changed and updated from time to time by DCI acting in its absolute discretion. For the avoidance of doubt, any changes made in accordance with this clause 5.1(f) shall take immediate effect.
(a) If Card Transactions have been processed, the Customers will be invoiced with the frequency agreed between DCI and the Customer. DCI may conduct periodic reviews on all Customers and DCI reserves the right to amend the invoice frequency and the payment terms of the Customer with prior Notification.
(b) The use of electronic invoicing (where available) is subject to the Customer subscribing to the e-invoicing service. DCI may in its sole discretion levy a Charge to the Customer if the Customer does not subscribe to the e-invoicing service. When subscribing to the e-invoicing service, the Customer agrees that DCI may archive Invoices electronically or have them archived electronically by its nominated third-party contractor. The Customer will be notified by an email when a new Invoice is available online. Email notification is provided for information only, and payment conditions apply in accordance with this Agreement. The Customer may still receive a paper Invoice in cases of manual adjustments. If any electronic invoice fails to reach the e-mail address specified or any loss or corruption of information occurs, it is the Customer’s responsibility to advise DCI and no such failure or loss shall affect the Customer’s liability for making payment of all amounts properly due from the Customer to DCI on or before the due date for payment. For the avoidance of doubt the Customer is responsible for informing DCI of all changes to the Customer’s administration data, which includes the destination e-mail address. The Customer is responsible for informing their local tax office, if required, of their intention to receive invoices electronically.
(c) The Customer will be invoiced for Goods purchased in euros (€). Purchases made in foreign currencies will be converted to such currency using the Exchange Rate.
(d) DCI will issue Invoices or debit notes, payment requests, non-title invoices, non-VAT invoices or other legally appropriate similar documents as permitted by the Transactions or will cause such documents to be issued on its behalf, for Goods sold by DCI or Retailers to the Customer. If the Customer requires a VAT invoice for Goods sold by Retailers in circumstances where DCI is not legally permitted to issue a VAT invoice, the Customer should request an Invoice at the Supply Point at the time of the Transaction. Invoices, debit notes, payment requests and other legally appropriate similar documents are jointly referred to herein as “Invoice(s)”.
(e) Invoices are issued based on Transaction data communicated to DCI by Retailers. Therefore, any subsequent corrections communicated by Retailers may lead to rectification of Invoices.
(f) Sales vouchers, or duplicates thereof, are not issued by DCI and should, if required, be obtained by the Customer at the Supply Point at the time of the Transaction.
5.3 Payment term, payment method and securities
(a) Invoices are payable by the due date stated on such Invoice (“Payment Term”). The Customer shall pay Invoices without any discount, deduction or set off, so that DCI’s designated bank account is credited with the full amount and in the currency indicated on the Invoice within the Payment Term. Failure to do so shall constitute (“Late Payment”).
(b) Unless agreed otherwise by DCI, payments shall be made by means of direct debit. DCI may levy a Charge for any other payment method than direct debit. The Customer shall provide DCI with a direct debit mandate in a form acceptable to DCI and shall ensure that a valid direct debit mandate exists at all times during the course of this Agreement. If nevertheless at any time a direct debit by DCI is recalled by the Customer’s bank, the Customer will immediately pay to DCI an amount equal to the amount of such recalled direct debit. DCI is entitled to levy a Charge for administration, increased in line with any bank charges incurred by DCI for any recalled or failed direct debits. Customer shall Notify DCI of any changes to its bank account details in a timely manner to avoid any Late Payment.
(c) At its sole discretion, and at any time, DCI has the right to revise the payment method or Payment Term and to revise or withdraw any credit that may have been granted to the Customer. Notwithstanding any other remedies available to DCI, in the event that credit is withdrawn, all amounts then due and owing, for whatever reason, whether already invoiced or not, shall become immediately payable, and any future sales by DCI to the Customer shall be with pre-payment or fully covered by a security in accordance with clause 5.3(d) at DCI’s option.
(d) The Customer shall provide to DCI and maintain security in such amounts, types, form and issuers as DCI may specify from time to time in its sole discretion. DCI may request the Customer to increase the amount covered by the security or to provide an additional security if DCI, in its sole discretion, considers that this is required to guarantee the Customer’s current or future payments to DCI. The Customer shall renew any expiring securities at the latest by the date corresponding to the expiry date of the security minus the number of days corresponding to the then applicable Payment Term, and if the Customer fails to do so, DCI is entitled to block the Cards. If a parent guarantee is in place and, as a result of a change in the shareholding structure in the Customer’s Affiliates, the parent company that has issued the guarantee no longer is a parent of the Customer, the Customer shall immediately secure an alternative security acceptable to DCI, unless and until it is confirmed by the parent that has issued the guarantee that the guarantee remains in force. Failure to provide or maintain at all times adequate securities shall immediately make all sums owing by the Customer to DCI (whether already invoiced or not) on any account whatsoever immediately and automatically due and payable. The Customer shall ensure that DCI will have the option to call on the security until at least six (6) months from the end of the month after termination of this Agreement.
(e) Disputed Invoices shall be paid in full by the Customer on the due date. If consequently parties agree that such invoice needs to be corrected with a certain amount, DCI will promptly issue a credit note and repay such amount or set it off with any amounts due to DCI by the Customer. For the avoidance of doubt, any dispute in relation to an Invoice shall be raised by the Customer within ten (10) days of the date of Invoice.
(f) DCI and its Affiliates may at any time, without giving Notification to, or making demand upon, the Customer, set off and apply any and all sums at any time owing by DCI and/or by any of its Affiliates to the Customer or any of the Customer’s Affiliates, against any and all sums owing by the Customer or any of the Customer’s Affiliates to DCI and/or to any of its Affiliates. The Customer shall not withhold or set off any amounts payable by him against any amounts payable by DCI, except if this is mandated by law.
5.4 Default by the Customer
(a) Late Payment by the Customer shall make all sums owing by Customer to DCI (whether already invoiced or not) on any account whatsoever immediately and automatically due and payable, without prejudice to DCI’s right to charge automatically and without prior Notification, the Interest Rate.
(b) The Customer shall be liable for all costs, charges and other liabilities incurred by DCI as a result of the Late Payment. DCI is entitled to charge all costs of collection, including attorney’s fees to the extent permitted by law, in addition to all other amounts due. For payments that do not take place on the due date, DCI reserves the right to levy a Charge in respect of such late payment.
(c) All payments from and any credits or refunds due to the Customer will be used to pay off: (i) any interest due; (ii) any unsecured portions of the debt; (iii) any secured portions of the debt; and finally (iv) any other indebtedness to DCI.
(d) DCI may use, without prior Notification or demand, any or all of the security to set off or satisfy all or any part of any indebtedness or obligation of the Customer to DCI, including indebtedness arising from purchases under this Agreement or from any other agreement concluded between Customer and DCI in relation to the use of Cards.
(e) If a cash deposit has been made then such deposit can be used, at DCI’s sole discretion, as payment of Transactions which have been invoiced or not yet invoiced.
(f) In case of Late Payment, failure to provide or maintain adequate security, exceeding the Credit Limit, or if DCI, in its sole discretion, determines that there are objective reasons to conclude that the financial status of Customer has become, or is likely to become, impaired or unsatisfactory, DCI may immediately, without prior Notification, block or cancel the Customer’s Cards.
(g) In the case of Late Payment, DCI reserves the right to apply a Charge to all Transactions for a period of three (3) months immediately following the occurrence of the Late Payment.
(h) DCI reserves the right to terminate this Agreement, suspend Cards or levy a Charge in the event that the Customer’s Credit Limit is exceeded.
(i) If the Customer’s account is suspended for any reason with a subsequent reactivation, the Customer may incur a Charge for any such reactivation requested. DCI does not accept any liability for accounts that are not reactivated.
(j) DCI (or its agents or representatives) may perform credit checks on the Customer. The Customer hereby gives its consent to DCI (or its agents or representatives) to carry out such checks. The Customer hereby acknowledges and agrees that the credit checks may involve giving information about the Customer to licensed credit reference agencies or third parties. Occasionally DCI may use the information provided as a result of the credit checks to inform the Customer about any other product offering of DCI or any third party from time to time.
(k) DCI may undertake periodic risk assessments of the Customers using industry-recognised risk exposure management tools and/or general market intelligence. If, following such risk assessment, the Customer’s risk exposure reaches a specified risk exposure level determined by DCI in its sole discretion, a risk-based Charge may be applied to all purchases of Fuel Products for the duration of the increased risk exposure level until such point as the original risk level resumes.
6. Information and Data Privacy
6.1 The Customer shall ensure that all information communicated to DCI (including name, legal status, address, email address, key personnel, bank details) is accurate and it shall forthwith provide Notification in Writing to DCI of any changes. Upon request, the Customer shall provide complete and accurate financial statements (last audited accounts if available) and related information in a timely manner to assist DCI with the financial assessment process.
6.2 DCI shall not be liable to the Customer in respect of any inaccurate Invoices, documentation or reporting about Transactions resulting from incorrect information provided by the Customer, Cardholder or Retailer. All monies owing by the Customer to DCI shall become due and payable forthwith if DCI discovers that any of the information provided by the Customer to DCI is materially inaccurate.
6.3 DCI may at any time disclose to a third party any relevant information relating to the Customer, its Cardholders or its Transactions to the extent that this is deemed necessary by DCI to enable the operation of this Agreement. The Customer shall treat information set forth in or derived from this Agreement as confidential.
6.4 Protection of Personal Data
(a) For the purposes of this clause 6.4, “personal data”, “process/processing”, “data controller”, “data processor”, “data subject”, and “personal data breach” shall have the same meaning as in the Data Protection Laws. “Data Protection Laws” means in relation to any Personal Data which is Processed pursuant to this Agreement, the General Data Protection Regulation (EU) 2016/679 (“GDPR“) and all other applicable national laws relating to the processing of personal data.
(b) The Customer acknowledges that in the performance of its obligations under this Agreement DCI shall process (as data processor) the following types of personal data in respect of the following categories of data subject strictly in relation to and for the purpose of performing its obligations under this Agreement and for the duration of this Agreement: (i) types of personal data: contact data (full name, initials, contact address); transactional data (detail of purchases and locations of purchases); employment data (job role and employer information); (ii) categories of data subject: representatives of the Customer, the Retailer and the Cardholders.
(c) Where acting as data processor on behalf of the Customer, DCI shall: (i) only collect, process, store, and use personal data (i) as required to meet the Customer’s lawful, documented, and reasonable instructions (which shall unless otherwise agreed, be to process personal data to the extent that such is necessary for the performance of this Agreement); and as required to comply with an EU or Member State law to which DCI is subject, in which case DCI shall (to the extent permitted by law) inform the Customer of that legal requirement before processing that personal data.
(d) The Customer hereby generally authorises DCI’s appointment of subprocessors who may from time to time be engaged by DCI in support of DCI’s provision of the services to the Customer, subject to DCI meeting the conditions set out in Article 28 (2) and (4) of the GDPR.
(e) DCI shall implement appropriate technical and organizational measures to protect any personal data collected under this Agreement against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. Having regard to the state of the art and the cost of their implementation, such measures shall ensure a level of security appropriate to the risks represented by the processing and the nature of the data to be protected.
(f) Insofar as DCI processes personal data on behalf of the Customer as data processor, DCI shall (i) take reasonable steps to ensure the reliability of any DCI employees who may have access to the personal data, and their treatment of the personal data as confidential; (ii) promptly notify the Customer of any communication from a data subject regarding the processing of their personal data, or any other communication (including from a supervisory authority) relating to the Customer’s obligations under the Data Protection Laws; (iii) (notify the Customer without undue delay upon becoming aware of any personal data breach involving the Customer or its data subjects, such notice to include all information reasonably required by the Customer to comply with its obligations under the Data Protection Laws; and (iv) cease processing the personal data within 120 days upon the termination or expiry of this Agreement, and as soon as possible thereafter either return or securely wipe from its systems, the personal data and any copies of it or of the information it contains.
(g) To the extent permitted by law, DCI shall make available to the Customer such further information and (as applicable) co-operate in the conduct of any audit or review exercise, as the Customer may reasonably require to provide assurance that DCI is in compliance with the obligations set out in clauses 6.4(c) – (f) (inclusive), provided always that this requirement shall not oblige DCI to provide or permit access to information concerning (i) DCI’s internal pricing information; (ii) information relating to DCI’s other customers (including any pricing information); (iii) any of DCI’s non-public external reports; (iv) any internal reports prepared by DCI’s internal audit function; (v) any intellectual property rights of DCI; or (vi) any information which would infringe the Data Protection Laws. Further a maximum of one audit or review may be activated under this clause in any twelve (12) month period and provided always that the parties shall (acting reasonably) agree a mutually convenient date for the audit or review to take place.
(h) The Customer acknowledges that DCI may process (as data controller) personal data relating to the Customer and the Cardholders by DCI, the Retailer or any third party designated by DCI, for the execution of this Agreement, and for legitimate purposes required by DCI including, but not limited to, operating this Agreement, keeping accounts and records, invoicing, credit analysis, enhancing services quality, market analysis, compilation of statistics or for sending marketing and/or other information to the Customer, including after the termination or expiry of this Agreement. (i) The Customer hereby expressly agrees to comply with the requirements of the data privacy legislation including but not limited to (where applicable) obtaining consent of each Cardholder to the processing of their personal data pursuant to this Agreement and warrants that it has obtained, or will obtain (where applicable), all necessary consents from Cardholders to permit processing of their data by DCI, Retailers and third parties designated by DCI in accordance with this clause 6.4, before processing any such personal data.
(j) For details of DCI’s approach to data protection, please see our “Privacy Notice” at https://www.radiuspaymentsolutions.com/legal/en/privacy-policy-en/ and “Data Protection” statement in the Legal footer on https://www.radiuspaymentsolutions.com/
7. Duration and Termination
7.1 This Agreement will take effect upon the first use by the Customer or Cardholder of a Card and it is concluded for an indefinite duration. DCI reserves the right to terminate this Agreement at any time immediately without cause.
7.2 The Customer may close the account by calling +353 (0) 91 482934. No other form of communication shall be deemed to effect the closure of an account. In the event that the Customer closes their account, the Customer shall: (i) return all Cards to DCI; (ii) ensure that there are no Transactions after the request to close the account; (iii) remain liable to repay immediately on demand any outstanding balance on the account, including all charges, fees and costs to the date of repayment(iv) where returning Cards by registered post, ensure that the Cards are cut into two and the magnetic strip is severed; and (v) only cancel the direct debit mandate with the DCI when all outstanding payments have already been discharged. For the avoidance of doubt a Customer account shall not be closed until all Cards are returned to DCI and all liabilities under this Agreement are satisfied.
7.3 Notwithstanding any other remedies available to DCI, this Agreement may be terminated by DCI with immediate effect by Notification to the Customer in the following circumstances:
(a) if there is Late Payment by the Customer;
(b) if the Customer exceeds its Credit Limit;
(c) if the Customer fails to provide or maintain adequate security in accordance with clause 5.3(d);
(d) if there is a suspicion of fraud or abuse of the Customer’s Card(s) or such fraud or abuse has been established;
(e) if the Customer (being an individual) dies or is subject to a bankruptcy petition order, is insolvent for the purposes of the Personal Insolvency Act 2012 or (being a company) if an examiner, liquidator (other than for the purpose of amalgamation or reconstruction), administrator or receiver is appointed in respect of the whole or any part of the Customer’s assets or business or the Customer enters into an arrangement or composition with its creditors, or if it becomes unable to pay its debts within the meaning of Section 570 of the Companies Act 2012, or analogous provision in any other jurisdiction or if the Customer suffers any distress or execution to be levied upon any of his goods or premises or any equipment at his premises or other circumstances arise which would entitle the Court or a creditor to appoint an examiner, receiver, liquidator or administrator or to make a winding up order in relation to the Customer;
(f) if DCI performs and/or obtains a credit review or rating for the Customer (which the Customer hereby agrees DCI may carry out and/or obtain from time to time) which, in the sole opinion of DCI, is unsatisfactory;
(g) if DCI in its sole discretion determines that there are objective reasons to conclude that the financial status of Customer has become or is likely to become impaired or unsatisfactory;
(h) if the Customer is in material breach of any (other) term of this Agreement; or
(i) if the Customer assigns this Agreement without DCI’s consent or if there is a change in control of the Customer.
7.4 If Notification of termination of this Agreement is given for whatever reason, the total outstanding balance of the Customer’s account (whether invoiced or not) shall become immediately due and payable in full to DCI. At the termination of this Agreement the right of the Customer to use Cards shall cease, and the Customer’s access to the Website may be stopped or restricted. This is without prejudice to the Customer’s liability for use of Cards after termination until the moment where such Cards have been received back by DCI or to the rights of DCI already accrued at the date of such termination at the conditions that were valid before the termination of this Agreement. Securities shall remain in force until the last payment due under this Agreement has been received by DCI.
8. Exclusion and Limitation
8.1 DCI gives no warranty, express or implied, in relation to any Goods supplied to the Customer other than relating to the title of the Goods supplied. DCI shall not be liable for any loss or damage suffered by the Customer or the Cardholder in connection with any Goods save to the extent that such liability cannot by law be limited or excluded. DCI shall not be liable for any failure of a Retailer to process Cards or for any refusal by a Retailer to accept Cards. The sale of Goods by Retailers takes place under the exclusive responsibility of such Retailer and the Customer must lodge any claim relating to the sale of Goods directly with such Retailer.
8.2 DCI’s liability under this Agreement for any claims relating to Goods purchased with a Card is limited to the purchase price of such Goods.
8.3 DCI is not liable for any loss of profits, loss of revenue or loss of opportunity or any consequential or indirect loss or damages incurred by the Customer or Cardholder as a result of a claim.
8.4 Claims by the Customer or Cardholder are waived unless made by registered letter within ten (10) calendar days from the date of the event triggering the claim.
8.5 The Customer shall indemnify and hold DCI, its officers, employees and agents harmless in respect of any losses that are caused by or result from the negligence or wilful acts or omissions of the Customer or its Cardholders.
8.6 The Customer shall indemnify and hold DCI, its officers, employees and agents harmless against all liability, including employer’s liability, in respect of any damage to the property of DCI or the Customer or the death or personal injury of their respective employees or agents arising out of or consequent upon the use of the Card, the Sites or the Product.
8.7 Nothing in this Agreement has the effect of limiting or excluding any liability of DCI in respect of a Claim arising as a result of the fraud, negligence or wilful misconduct of DCI, its contractors or agents and their respective employees (but, for the avoidance of doubt, DCI shall not be liable in any way to the Customer or Cardholder for the fraud, negligence or wilful misconduct of any third party service provider) save to the extent that liability cannot by law be excluded, and provided that DCI shall in no event be liable for any consequential or indirect loss howsoever arising.
9. Force Majeure
DCI shall not be liable for any failure to perform or any delay in performance under this Agreement arising from, or in connection with, any event that is not within DCI’s immediate control, including, but not limited to:
(a) strikes, lock-outs, labour disputes of any kind, partial or general stoppages of labour, refusals to perform any kind of work (whether or not any of the foregoing are lawful, or relate to DCI’s own employees or others);
(b) war, hostilities, terrorist activity, or any local, national or international emergency;
(c) acts of God, fire, flood, pandemic;
(d) any inability to obtain energy, utilities, equipment, transportation, the product deliverable under this Agreement or the feedstock from which the product is directly or indirectly derived;
(e) technical problems, breakdown of or accident relating to plant, machinery, facilities, Supply Points, transportation equipment, communication systems, computer hardware or systems or other equipment such as card readers;
(f) any hindrances to transportation;
(g) DCI’s fuel stocks falling below levels which DCI in its absolute discretion considers necessary;
(h) good faith compliance with any regulation, order or request of, or interference by, or restriction imposed by, any international, national or provincial port or other public authority or any person purporting to act for such authority (whether ultimately determined to be valid or invalid); or
(i) the threat, or reasonable apprehension, of any of the above events.
10.1 Signing or using a Card constitutes acceptance of these General Terms and Conditions.
10.2 DCI may unilaterally vary, add to or delete any provision of this Agreement and changes to this Agreement shall be posted on the Website (including any relevant effective dates). The Customer shall check online from time to time for any updates or amendments to this Agreement. Use of a Card after any such update has been made to this Agreement shall be deemed to be acceptance of the modified Agreement by the Customer.
10.3 DCI may transfer or assign the rights and obligations under this Agreement in whole or in part (including, but not limited to, transferring, assigning or factoring any debts or claims) to third parties (including but not limited to other Affiliates) without Notification. Furthermore, DCI may, at its sole discretion, and without Notification, appoint any agent or contractor for the negotiation and/or execution of this Agreement and the Customer hereby expressly confirms its consent to any such appointment. The Customer may transfer or assign its rights and obligations under this Agreement with prior written consent from DCI.
10.4 If the Customer consists of two (2) or more persons, then their obligations under this Agreement shall be joint and severable.
10.5 Each Party shall exercise reasonable care and diligence to prevent any action or condition which may result in a conflict of interest with those of the other Party. This obligation shall apply to the activities of each Party’s employees and agents in their relations with the employees and families of the other Party, its representatives, vendors, subcontractors and third parties. Each Party’s compliance with this requirement shall include, but shall not be limited to, establishing precautions to prevent that Party’s employees or agents from making, receiving, providing or offering substantial gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the other Party’s best interest. Each Party shall promptly Notify the other Party the identity of its representatives or employees who are known in any way to have a substantial interest in the other Party’s business or the financing thereof.
10.6 No remedy of DCI against the Customer is intended to be exclusive, but each remedy shall, to the maximum extent allowed by law, be cumulative and in addition to any other remedy referred to herein or otherwise available to DCI. The exercise, or beginning to exercise, by DCI of any one or more remedies shall not preclude the simultaneous or later exercise by DCI of other remedies. All remedies of DCI shall, to the maximum extent allowed by law, survive any and all terminations of this Agreement. To the maximum extent allowed by law, no delay or failure on the part of DCI in exercising any right, remedy, power, or privilege of DCI shall operate as a waiver thereof.
10.7 Each of the clauses in this Agreement is independent and severable and shall not, in the event of any declaration of invalidity or unenforceability, affect the construction, or effect of, any other clause in this Agreement.
10.8 This Agreement shall form the entire agreement between DCI and the Customer in relation to the use of the Cards and supersedes all other agreements and understandings (whether written or oral) in relation to the use of the Cards. Any terms and conditions provided by the Customer shall not apply to this Agreement.
10.9 Headings used in these General Terms and Conditions are for convenience only and shall not affect its interpretation.
10.10 This Agreement, and any supplies of Goods made in conjunction with the use of the Card, shall be governed by, and construed in accordance with, the laws of Ireland (excluding its rules on conflict of law) and Customer irrevocably submits to the exclusive jurisdiction of the courts of Ireland. Neither the Uniform Law on the International Sale of Goods (‘ULIS’), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 (‘CISG’) shall apply.
10.11 For Transactions involving Supply Points outside of the territory of the DCI company which has the primary relationship with the Customer (“Outside Territory Transactions“), an Affiliate will replace DCI in relation to the sale of Goods and issue of Invoices as set out in this Agreement.
10.12 Use of a Card for Outside Territory Transactions constitutes a purchase of Goods from Affiliate or from Retailer, as the case may be. Title to the Goods and risk of loss will pass upon delivery of the Goods at the Supply Point. Invoices will be issued in respect of these supplies in accordance with the terms in clause 5 above.
11. Country Specific Provisions
11.1 In Ireland, Cards may only be used if shown to the Retailer prior to the purchase of Goods.