Brex Travel Terms
Revised March 24, 2023
These Brex Travel Terms (the “Terms”) set forth the terms and conditions for your participation in Brex Travel, including the process for booking travel, creating travel budgets or other related items through your Brex Account (the “Services”). We may update these Terms at any time by delivering Notice, and your continued use of Brex Travel will constitute acceptance of the updated Terms. The Services are provided to you, in part, by Spotnana Technology, Inc. and its affiliated companies (“Spotnana”). By accessing Brex Travel, you acknowledge and agree to these Terms, and any other Service-Specific Terms, including, without limitation, the Spotnana terms of service (the “Spotnana Terms”), as may be updated from time to time, each of which are applicable to your use of the Services. Additionally, by using the Services, you agree to grant Spotnana the right to access and transmit your information, including your personal information, as may be reasonably necessary for Spotnana to provide the Services. In the event of any conflict between these Terms and any other Service-Specific Terms, including the Spotnana Terms or the Spotnana Privacy Policy, these Terms will govern.
These Terms include an authorization for Brex to automatically debit your Linked Accounts for amounts owed for use of the Services, including Charges, Fees, and Fines.
In these Terms, “Company” or “you” means the company that is applying for or has opened a Brex Account to use the Services, and “Brex” or “we” means Brex Inc. and its past, present, or future affiliates, successors and assigns, unless stated otherwise. Capitalized terms that are not defined in these Terms have the definitions provided in the Platform Agreement.
1. Use of Services
Only companies organized and registered in the United States (e.g., C-corps, LLCs, or LLPs) may use Brex Travel through their Brex Account. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and/or registered outside the United States are not permitted to access Brex Travel or use the Services.
Company’s Brex Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including 49 U.S.C. 417, et seq.) and consumer-specific rules do not apply to your use of the Services and transactions you may conduct using your Brex Account.
2. Booking Travel
2.1 Authorized Users
You may permit your Users to book travel reservations for flights, hotels, and car rentals through Brex Travel by using Cards or Rewards. Users may also pay to book travel through Brex Travel by using alternative methods as a business expense on behalf of your Company. You acknowledge and agree that you are responsible for the compliance of any travel reservations made by your Users with any established travel policies of your Company, including in-policy selection of travel options by your Users, proper use of your Card or Rewards by your Users, and proper submission and substantiation of travel expenses by your Users for Reimbursement.
By using the Services, you represent and warrant that any profile information you and your Users submit is true and accurate, that all Users using the Services are 18 years of age or older, and that you have obtained all necessary consents from your Users that may be required by law in order to allow us and/or Spotnana to process their personal information in connection with the Services.
2.2 Third-Party Travel Providers
You acknowledge and agree that additional terms and conditions required by third-party travel providers (“Travel Providers”) may apply to your travel reservation. You further acknowledge and agree that any violation of any such Travel Provider terms and conditions may result in you forfeiting any payments you have made or Rewards you have used for such travel reservations, cancellation of your travel reservations, your Users being denied access to any flights, hotels or rental cars, or Brex withdrawing money from your Linked Account for any costs we incur as a result of such violation. Your travel reservation may be non-refundable and/or non-cancellable. Any refund or cancellation, if permitted, is subject to the Travel Provider terms and conditions that you selected.
3. Customer Service
Brex Travel customer support for any travel-related inquiries may be accessed via chat, phone and email through your Brex Travel portal or via email at support@travel.brex.com.
THE SERVICES ARE NOT CONTROLLED BY BREX. BREX DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THE SERVICES.
4. Fees
4.1 Trip and Travel Fees
Brex Travel charges a one-time processing fee for each booked trip (the “Trip Fee”). A single trip can include bookings for flights, hotel, car rental and any other modes supported in the future (e.g., rail) (collectively, one “Trip”). Any changes made within a Trip (e.g., itinerary changes) shall not incur additional Trip Fees. We may charge additional fees related to the Services by providing you 30 days Notice, or upon written agreement between you and us, such as fees for not meeting minimum commitments (such fees, collectively with Trip Fees, “Travel Fees”). You will pay all applicable Travel Fees charged by us and/or our Third-Party Service Providers for your use of the Services. The Travel Fees we charge for the Services do not include taxes, duties, levies, tariffs, and other governmental charges, including, without limitation, any value-added taxes (collectively, “Taxes”). You are responsible for the payment of all Taxes and any related interest and/or penalties resulting from any Travel Fees.
4.2 Prices and Surcharges
Only items and Trip Fees agreed upon or expressly advertised as included in the price of a Trip will be included as part of the Service’s advertised or agreed upon price. We and our Third-Party Service Providers will use commercially reasonable efforts to publish and maintain accurate prices and information for the Services. Travel Providers provide us and our Third-Party Service Providers with the price, availability and other information related to each Trip. In the event the items within a Trip are listed or provided to us at an incorrect price or with incorrect information received from a Travel Provider, we retain the right to refuse or cancel any purchase for the Trip, whether or not the order has been confirmed and/or your Card or other source of payment charged.
5. Linked Accounts
5.1 General
You must maintain at least one Linked Account at all times and agree that Brex may directly debit any Linked Account for payment of Travel Fees, except to the extent such Travel Fees are reflected in Charges on your Card and have been timely paid to us in accordance with the Card Terms. You may change or update Linked Accounts through your Brex Account. Use of the Services may also require Brex to access Company Data through Third-Party Services.
5.2 Authorization to Debit Linked Accounts, ACH Authorization
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS, INCLUDING LINKED ACCOUNTS NO LONGER CONNECTED TO YOUR BREX ACCOUNT, FOR ALL AMOUNTS YOU OWE UNDER THESE BREX TRAVEL TERMS. PLEASE READ IT THOROUGHLY.
Your Authorization to Debit Linked Accounts
You authorize Brex, or our respective successors and assigns, to collect amounts owed under these Terms by debiting funds from your Linked Accounts (including Linked Accounts no longer connected to your Brex Account). If Brex, or our respective successors and assigns, use the Automated Clearing House (ACH) network, the debits will be governed by the rules established by the National Automated Clearing House Association (NACHA) for business-related ACH debits. You also authorize us to debit your Linked Accounts for verification purposes (through microdeposits or similar means). Debits collected under your authorization may be carried out by and in the name of Brex, or our respective successors or assigns.
Manner and Timing of Payment
We will debit Linked Accounts for all amounts owed to us in connection with our provision of the Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed. We may debit Linked Accounts separately for the payment of any fees related to the Services that you incur.
You also authorize Brex to debit Linked Accounts for all amounts owed to us under these Terms immediately, on any date (including before the due date), and without additional Notice where we determine, in our sole discretion, that (a) the total aggregate balance of Linked Accounts connected to your Brex Account is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company or the amounts owed to us pose or may pose an unacceptable risk to Brex, its successors or assigns, Third-Party Service Providers, or Issuers.
In the event there is an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.
Withdrawing Your Authorization
To withdraw the debit authorization from a Linked Account (including your Brex Cash Account), you must provide us 30 days’ written notice. If you withdraw the debit authorization from all Linked Accounts, you must pay all amounts owed under your Brex Account before or upon providing notice, including Charges, Fees, Fines, and other amounts not yet reflected on your Periodic Statements, and you authorize Brex to debit your Linked Account for such amounts before the withdrawal of authorization takes effect. Withdrawal of a debit authorization does not terminate these Terms or your obligation to pay all amounts owed under these Terms or any Travel Provider terms or Third-Party Service Provider terms, including, without limitation, the Spotnana Terms. Company is responsible for all costs of collections and damages if amounts owed are not paid in full by Company when due.
6. Earning Rewards
When you use the Services with eligible Cards, you may accrue Points in accordance with our Rewards Terms. See the Rewards Terms for more information.
7. Travel Provider Disclaimer
TRAVEL PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR AGENTS OF BREX OR OUR THIRD-PARTY SERVICE PROVIDERS. WE ACT SOLELY AS A BOOKING PLATFORM FOR TRAVEL PROVIDERS AND ARE NOT LIABLE FOR, INCLUDING, WITHOUT LIMITATION, THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR NEGLIGENCE OF ANY SUCH TRAVEL PROVIDER OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOSS, ACCIDENT, DELAY, IRREGULARITY, OR ANY OTHER DAMAGES OR EXPENSES RESULTING THEREFROM, WHETHER DIRECTLY OR INDIRECTLY. WE SHALL HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, SCHEDULE CHANGE, CESSATION OF OPERATIONS, LABOR DISPUTE, STRIKE, ACTS OF GOVERNMENT, ACTS OF WAR, TERRORISM, DISEASE, QUARANTINE, WEATHER OR OTHER FORCE MAJEURE EVENT OR OTHER CAUSE BEYOND OUR DIRECT CONTROL. WE HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, OR RE-ROUTING CAUSED BY ANY ACTS OR OMISSIONS OF ANY TRAVEL PROVIDER OR GOVERNMENTAL AUTHORITY. THE FACT THAT WE INCLUDE OR OFFER ANY PRODUCT OR SERVICE ON/THROUGH THE TRAVEL SERVICES DOES NOT MEAN WE ARE ENDORSING OR RECOMMENDING SUCH PRODUCT OR SERVICE. ANY AND ALL CLAIMS REGARDING ANY PRODUCTS AND SERVICES OFFERED THROUGH THE TRAVEL SERVICES ARE LIMITED TO CLAIMS AGAINST THE TRAVEL VENDOR OF SUCH PRODUCTS AND SERVICE. WE HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, IN CONNECTION WITH PRODUCTS OR SERVICES PROVIDED BY ANY TRAVEL VENDOR THROUGH THE TRAVEL SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY, DEATH, PROPERTY DAMAGE, LOSS, ACCIDENT, DELAY, IRREGULARITY OR ANY OTHER DAMAGES OR EXPENSES WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENCE, OR OTHERWISE, OF SUCH TRAVEL VENDOR AND YOU HEREBY EXONERATE US FROM ANY LIABILITY WITH RESPECT TO THE SAME.
8. Travel Restrictions
You acknowledge and agree that you will not use, nor will you permit any use of, the Services in conjunction with any of your activities or by anyone that resides, stays, or attempts to access the Services from a country prohibited under U.S. export and/or Office of Foreign Assets Control regulations, including, without limitation, regulations based upon sanctions, country programs against, or embargoes. For more information regarding these regulations, visit https://travel.state.gov/content/travel/en/international-travel.html, www.treas.gov/ofac, www.tsa.gov, www.dot.gov. You will become unauthorized to use the Services in the event of a breach of these obligations, and you agree to indemnify and hold harmless us and any Third-Party Service Providers for any breach of this section.
9. Transmission of Personal Data
You understand and agree that the Brex Privacy Policy applies to your use of the Services. You further understand and agree that by providing us with any personal information through your use of the Services, Brex will act as a Data Controller with respect to any personal information transmitted by you, your Administrators and/or Users in connection with your Brex Travel or Rewards Account creation (“Account Creation Information”) and may share such personal information with Spotnana. You further acknowledge that Brex and Spotnana will act as separate Data Controllers of any personal information transmitted by you, your Administrators and/or Users in connection with your, your Administrators’ and/or your Users’ individual or collective use of the Services (“Customer Information”). In the cases where Spotnana acts as a separate Data Controller, the Spotnana Privacy Policy governs their processing of your personal information, consistent with the terms of our agreement with them.
10. Limitations of Liability
Brex’s liability is limited with respect to your Brex Account and your use of the Services. Brex is not liable to you for consequential, indirect, special, exemplary, or punitive damages or lost profits or revenue, reputational harm, physical injury, or property damage arising from or related to your Brex Account, Brex’s systems and Services, your use of or inability to use Services or Cards, or these Terms, whether or not we were advised of their possibility by you or third parties, unless prohibited by applicable law or rules.
Our liability is only to you, and not your Entities. Our maximum liability to you under these Terms, any Service-Specific Terms, and any terms, agreements, or policies incorporated herein by reference, is limited to the greater of the total amount of Fees actually paid by you to Brex in the twelve months preceding the event that is the basis of your claim or the revenue received by Brex based on your use of the Services in the twelve months preceding the event that is the basis of your claim. These limitations apply regardless of the legal theory on which your claim is based, unless prohibited by applicable law or rules.
To the extent applicable law or rules prohibit or restrict any of the limitations of liability set forth in these Terms, or any portion of them, or a court or arbitrator holds that such limitations, or any portion of them, are unenforceable for any reason, these Terms shall be interpreted and construed in a manner that limits Brex’s liability to the greatest extent possible under applicable laws and rules.
11. Indemnification
You agree to indemnify, defend, and hold harmless Brex and Third-Party Service Providers (including our respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to any third party claims alleging or involving: (1) your or your Entities’ breach or alleged breach of these Terms or any other agreements with Brex; (2) acts or omissions of Administrators, Users, or other Company or Entity employees or agents that violate a contractual or legal obligation; or (3) Company’s or Entities’ actual or alleged infringement of a third party’s intellectual property rights.
12. Arbitration
You agree that any dispute, claim or controversy arising out of or relating to your use to the Services, including the determination of the scope or applicability of these Terms, will be settled by binding arbitration as provided by the Platform Agreement.
13. Seller of Travel Registration Information
Brex Travel is powered by Spotnana. Spotnana is registered with the California Department of Justice as a seller of travel; travel registration number CST #2146606-70.
14. Changes to these Brex Travel Terms
We may modify these Terms or provide another agreement governing your use of the Services or any portion of them by providing you Notice. Additionally, you understand that Spotnana may modify the Spotnana Terms at any time pursuant to the terms and conditions set forth therein. Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under these Terms for any other or future acts, events, or conditions. Further, any delay by Brex or our Third-Party Service Providers in enforcing our rights under these Terms does not constitute forfeiture of such rights.
15. Defined Terms
Capitalized terms in these Brex Travel Terms will have the meaning provided in the Platform Agreement or as defined below:
Account Creation Information means any information, including Company or personal information, that a Company, Administrator and/or User provides directly or indirectly to Brex in connection with becoming a Brex customer, and that Brex, in turn, provides to a Third-Party Service Provider in connection with the initial establishment of a Brex Account for such customer’s use of the Services.
Brex Travel is a travel booking platform which provides the Services for Brex customers through the Brex dashboard or Brex mobile application.
Customer Information means any information, including personal information, that a Company, Administrator and/or User provides directly or indirectly to the Brex Travel portal or customer support channels relating to use of the Services, any information, including personal information, about a Company, Administrator and/or User resulting from use of the Services, and any information, including personal information, that Spotnana otherwise obtains about a Company, Administrator and/or User in connection with providing the Services to said Company, Administrator and/or User. Customer Information does not include Account Creation Information, or information that has been aggregated or de-identified in a manner that complies with applicable data protection laws.
Periodic Statement means the periodic statements that reflect activity for all Cards issued to Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Brex Account during the time covered by that statement.
Rewards means Points, Perks, credit, or other benefits conferred by Brex through participation in the Rewards Program as set forth in our Rewards Terms.
Services means the online and hosted services provided by Brex and/or Third-Party Service Providers which allows Administrators and Users to search for and book travel (including through Spotnana employees and agents), submit travel expenses, and access traveler support; as well as administrative functionality including real-time reporting, traveler tracking, spend reconciliation, and corporate customer support.
Spotnana means Spotnana Technology, Inc., a Delaware corporation.
Spotnana Privacy Policy means the disclosures applicable to your use of the Services that are available at https://www.spotnana.com/privacy-policy/.
Spotnana Terms means the Service-Specific Terms applicable to your use of the Services that are available at https://www.spotnana.com/terms/.
Third-Party Service Provider means an affiliate, agent, representative or other third party (including, without limitation, Spotnana) that assists us in providing the Services to you or an Entity, that supports our internal operations, or that provides other services related or connected to, or provided through the Services or a Brex Account.
Travel Provider means third-party entities such as airlines, hotel operators, travel inventory aggregators, and car rental agencies that provide travel services to Brex and/or our Third-Party Service Providers.
Trip means one full set of travel reservations, including but not limited to tickets and rentals for air transport and other modes of transportation, reservations for hotels and other accommodation, and other ancillary services, in any combination and that are purchased to enable one (1) business trip.