Platform Agreement

Brex Card Program Terms

Revised October 25, 2022

IMPORTANT NOTE: These terms are effective for new customers who have joined Brex on or after October 25, 2022. They will become effective for all other Brex customers by November 25, 2022, and until then, the effective terms for those other customers can be found here.

These Brex Card Program Terms set forth the requirements for your participation in the Brex Card Program and the terms that govern your use of Cards, including the process for obtaining and managing Cards through your Brex Account, and the issuance and use of Cards as governed by Issuer Terms between you and Issuers. We may update these Brex Card Program Terms at any time by delivering Notice, and your continued use of Cards will constitute acceptance of the updated terms.

These Brex Card Program Terms include an authorization for Brex to automatically debit your Linked Accounts for amounts owed for use of the Services, including Charges, Fees, Fines, and other transactions you make on Cards.

Capitalized terms that are not defined in Section 3 have the definitions provided in the Platform Agreement.

Table of Contents

  1. Payment Cards
  2. Payments
  3. Defined Terms

1. Payment Cards

1.1 Issuer Terms

Cards are issued by Emigrant Bank, Fifth Third Bank, N.A., or any other bank as identified on the back of physical Cards issued to you, on your Account page on our website, or in relevant program materials provided to you. Issuer is the creditor responsible for funding your Charges. These Brex Card Program Terms and the Issuer Terms concurrently govern your use of the Cards. You may only use the Cards if you consent to the applicable Issuer Terms. Please be aware that the Issuer Terms may state that (1) Issuers may update Issuer Terms at any time by providing Notice to you, and (2) your continued use of the Cards constitutes your acceptance of such updated Issuer Terms.

Your Card may be eligible for additional benefits provided by the applicable Card Network, including in certain cases liability protections for unauthorized charges. Information regarding Mastercard World Elite Business benefits is available here.

1.2 Linked Accounts

We will use Financial Data from Linked Accounts and External Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services. You must maintain at least one Linked Account at all times and agree that Brex may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Brex Account. Use of specific Services or features may also require Brex to access Company Data through Third-Party Services.

If you receive a Card with Daily Payments, you agree to designate your Brex Cash Account as a Linked Account.

1.3 Spending Limits

Company spending limits are set by Brex, at its sole discretion, using Company Data and other data available to Brex including available funds and spending patterns, unbilled volume, financial projections, the nature and history of Company’s business, foreign exchange rate fluctuations if you transact in currencies other than U.S. dollars, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases or reducing spending limits to $0.

Limits for Cards with Monthly Payments: We will often attempt to provide Notice before or soon after a potential spending limit decrease for Cards with Monthly Statements.  There are times, however, where prior Notice will not be provided. In particular, you agree that we may not provide Notice when spending limits are increased or decreased as part of our regular periodic review of your spending limit based on the factors described above, and you understand such regular periodic adjustments are an inherent part of your Card.

Limits for Cards with Daily Payments: For Cards with Daily Payments, spending limits are set based in part on the available balance in Company’s Brex Cash Account and may change as transactions are made from that account. Any authorized Charge, Fee, or Fine on a Card with Daily Payments may reduce your spending limit by a corresponding amount, which you understand may be greater than or less than the amount of the final transaction. When you use a Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization (such as hotels, gas stations, restaurants, and rental car companies), a hold may be placed on funds or securities in your Brex Cash Account for an amount higher or lower than the final Charges.

For all Cards, Administrators may set Entity-specific and User-specific limits or controls through your Brex Account, but the aggregate spending limit for all Entities and Users (including Department Cards) may not exceed the total spending limit established for Company.

1.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your Brex Account. Administrators are prohibited from requesting more than one active physical Card for any individual User other than for Users who are authorized to use one or more Department Cards. We may decide in our sole discretion not to grant requests for Cards or limit the number of physical or virtual Cards provided to any User.

In order to request a Card for any User, we may require Administrators to provide the User’s full legal name, contact information, personal address, and date of birth. Additional information may be required, as determined in our sole discretion. Cards may be denied or canceled due to changes in Issuer’s policies, as required by law, or for any other reasons we determine are appropriate in our sole discretion. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card).

Administrators may request that Users be issued Cards with specific restrictions made available by Brex. For example, we may allow Users to be issued vendor cards, which can only be used at specific merchants, or we may allow Users to be issued cards with expiration dates set by Administrator.

Administrators may request Department Cards. Any employee or contractor authorized to use a Department Card is considered a User, and all obligations relating to Users will apply with respect to such person. You are solely responsible for identifying and authorizing Users permitted to use Department Cards.

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Brex Account. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. You are solely responsible for updating Card information stored with merchants where account numbers have been changed.

1.5 Using Cards and Unauthorized Use

Users may only use Cards for bona fide business-related Charges and transactions for Company purposes, and not for personal, family, or household purposes.  You understand that your Brex Account is commercial in nature and that certain consumer protection laws, such as the Credit Card Consumer Accountability, Responsibility, and Disclosure Act of 2009, do not apply to this Account. You agree that all Charges and other transactions in your account will be treated as business transactions made solely for business purposes.

You are responsible for selecting the individuals in your organization who are authorized to use Cards. You are responsible for all Card transactions and activities, including transactions made by your Entities. You agree to establish and maintain controls designed to ensure that the Cards are only used by authorized Users for bona fide Company business purposes and in compliance with the Platform Agreement, these Brex Card Program Terms, the Issuer Terms, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card.

Brex, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Brex is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

All Users are subject to the Platform Agreement and all terms, agreements, and policies incorporated by reference, including these Brex Card Program Terms and Issuer Terms, and must comply with all of the User Terms. Company is responsible for ensuring that Users read, understand and comply with their obligations with respect to use of the Cards and the Services. Company is also responsible for notifying Users of any applicable updates to the Platform Agreement and all terms, agreements, and policies incorporated by reference, including these Brex Card Program Terms and Issuer Terms, and for ensuring Users comply with such updates.  We may or may not provide Notice of Updates directly to Users.

You must notify us immediately by calling us at (833) 228-2044 and assist us in our investigation if your Card is lost or stolen or you believe someone is using your Card without your permission.  You agree, in accordance with Section 135 of the federal Truth in Lending Act, that if at any time we have issued ten (10) or more Cards for use by Users at Company’s request, then Company waives any and all limitations on its liability for unauthorized use of such Cards that it may have under the Truth in Lending Act.

1.6 Settlement Currency and Foreign Exchange

By default, all Charges, Fees, and Fines must be paid in your "Settlement Currency," which by default is U.S. dollars unless you and we agree otherwise.  If a Charge is made on a Card in a currency other than the Card’s Settlement Currency, we will show you the amount due in your Settlement Currency on your Periodic Statement.  To calculate the amount due, we will choose the foreign exchange rate (“FX Rate”) applied to the transaction and will typically include a currency conversion Fee. You agree we may choose the FX Rate at our sole discretion.  The FX Rate shown on your periodic statement will incorporate any applicable currency conversion Fee, which will typically be and will not exceed (but may be less than) three percent of the Charge amount in the Settlement Currency.  The FX Rate may vary from time to time or vary among customers depending on your relationship with us, the type of transaction being conducted, the transaction amount, type of currency, the date and time of the currency exchange, and/or other factors we deem relevant. You should expect that the FX Rate, inclusive of any currency conversion Fee, will be less favorable to you than the rates used by the Card Networks to convert foreign currency transactions, the rates we pay for foreign currency transactions, or rates quoted online or available in publications.

1.7 Disputing Charges

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Brex Account.

You understand that the Brex Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Brex Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Brex Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

2. Payments

2.1 Periodic Statements

You, and not your Entities, are responsible for payment in full of all Charges, Fees, and Fines. We will provide you Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to your Brex Account, and identify items attributable to each of your Entities. Periodic Statements may be delivered daily, monthly, or as otherwise described in materials we provide to you when you receive your Card or otherwise indicated by Notice to you. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Brex Card Program Terms.

When you sign up for a Brex Cash Account and apply for a Card with Monthly Payments, we may offer you a Brex Card with Daily Payments to use once you are approved for a Brex Cash Account while your application for the other Card is under review. If you accept this offer, the Brex Card with Daily Payments will be your temporary Card, and the terms of that Card will apply while your application for the other Card is under review. If we approve your application for a Card with Monthly Payments, the terms of that Card will apply upon Notice of approval.

At the end of each billing cycle, or as otherwise specified in your Periodic Statement, Brex will automatically debit your Primary Linked Account for all amounts owed as indicated on that Statement and still owed to us. Brex may, in its sole discretion, delay this debit for a period of time, and Brex may debit your Primary Linked Account the business day before the end of a billing cycle that day falls on a weekend or U.S. federal holiday. If an automatic debit fails for any reason, we will attempt to debit your Primary Linked Account again, or your other Linked Accounts, for the amounts owed. You may make additional payments by logging in to your Brex Account.

2.2 Failure to Pay, Set Off, Collections

If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any Linked Account, whether or not it is your Primary Linked Account or is currently connected to your Brex Account. We may collect partial payments for unpaid amounts from any Linked Account, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.

Any amounts owed may be set off, debited, or collected from amounts in any Brex Account that you hold jointly with a third party or open in the future even if your original Brex Account has been closed. We may exercise this right against Company or any of its respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of Company assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Brex when required is a breach of the Platform Agreement and these Brex Card Program Terms. You, and not your Entities, are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees and including any expenses incurred by the actions or inactions of your Entities, and you are responsible for paying interest on such amounts at up to the maximum rate permitted under law, to the extent we decide to charge such interest in our sole discretion.

2.3 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 CARD PROGRAM TERMS. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts

You authorize Brex, Issuers, or their respective successors and assigns to collect amounts owed under these Brex Card Program Terms by debiting funds from your Linked Accounts (including Linked Accounts no longer connected to your Brex Account). If Brex, Issuers, or their respective assigns use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse 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 us or our 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 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 Fees that you incur.

You also authorize Brex to debit Linked Accounts for all amounts owed to us 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 Program Partners, 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’ 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 us to debit your Linked Account for such amounts before the withdrawal of authorization takes effect. If you have a Card with Daily Payments, please note that revoking the authorization of your Brex Cash Account as your Linked Account may reduce your Card spending limit or mean that you can no longer spend on your Card.

Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under these Brex Card Program Terms or the Issuer Terms. Company is responsible for all costs of collections and damages if amounts owed are not paid in full by Company when due.

2.4 Fees

We will disclose Fees to you when you are approved for a Card, in these Card Program Terms, or through our website. We may add or change Fees with 30 days’ Notice (though we may not provide prior Notice when we reduce any Fee). We may also charge a new or changed Fee when you affirmatively agree to such Fee on the date of your agreement, even if that is earlier than 30 days after receiving Notice.  Fees we assess may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, fees for misuse of the Services, or other fees we disclose to you. You are responsible for Fees in addition to Charges and Fines.

3. Defined Terms

Brex Card Program means the program through which Issuers issue Cards and extend credit to you, and for which Brex provides Services.

Card means a physical or virtual payment card issued by an Issuer and managed through your Brex Account.

Card Networks means the payment card networks including Visa or Mastercard.

Issuer Terms means the agreement between Company and the Issuer of your Card concerning your use of the Cards.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Card with Daily Payments means a Brex credit card with a spending limit based on your available Brex Cash Account balance, with payments withdrawn automatically from your Brex Cash Account or other Linked Account the following business day after the transaction clears.

Card with Monthly Payments means a credit card with a 30-day or other periodic statement period, with payments due for that statement period  withdrawn from your Linked Account or Brex Cash Account, if applicable.

Department Card means a Card issued in the name of a Company department to be used by one or more authorized Users.

FX Rate is defined in Section 1.6 (Settlement Currency and Foreign Exchange).

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.

Primary Linked Account means the specific Linked Account you designate as the funding source we should use first for payment of Charges, Fees, and Fine on your Brex Account. By default, the Primary Linked Account is the initial Brex Cash Account you open with us.

Settlement Currency is defined in Section 1.6 (Settlement Currency and Foreign Exchange).