Documentation

RBC Royal Bank^® VISA^* CreditLine for Small Business™ Cardholder Agreement

In consideration of the mutual promises stated in this Agreement, we agree with you as follows:

1. What the Words Mean: In this Agreement, please remember that, “we”, “our” and “us” mean the Applicant and each Cardholder, and “you” and “your” mean Royal Bank of Canada and companies under RBC.

   Please also remember that in this Agreement and the Disclosure Statement:

   “Account” means the RBC Royal Bank^® VISA CreditLine for small business account you have opened in the Applicant’s name to which all Debt is charged.

   “Account Statement” means your written statement of the Account that you prepare for the Applicant about every four (4) weeks. (the period covered by each Account Statement will vary between 27 days and 34 days).

   “Applicant” means the customer identified as the applicant in the Application.

   “Application” means the request made to you for the Account and each Card.

   “Card” means any Visa credit card you issue to a Cardholder on an Account in their name and all renewals of and replacements for that credit card.

   “Cardholder” means an individual for whom you have issued a Card on the Account at the Applicant’s request.

   “Cash Advance” means an advance of cash from the Account with or in connection with a Card (or any other eligible Account access card you have issued to a Cardholder), Visa cheques and “cash-like” transactions, including, without limitation, money orders, wire transfers, traveller’s cheques and gaming transactions (including betting, off-track betting, race track wagers, casino gaming chips, lottery tickets).

   “Cheque” means a cheque drawn on the Account.

   “Credit Limit” means the maximum amount of Debt that can remain outstanding and unpaid under this Agreement at any time.

   “Debt” means, on any day, the total amount owing to you under this Agreement that is made up of the unpaid principal balance of the amounts charged to the Account with or in connection with Cards and Cheques, including Purchases, Cash Advances (including Visa Cheques), interest and Fees.

   “Disclosure Statement” means your written statement of the Interest Rate and Fees for the Account and each Card set out in a document accompanying each Card when you issue it to a Cardholder and in any other document or statement you may send to us from time to time.

   “Fee” means a fee that applies to the Account and this Agreement, as set out in the Disclosure Statement and in any document or other written statement you may send to us from time to time.

   “Interest Rate” means the annual percentage rate of interest referred to in the Disclosure Statement that is set out on each Account Statement.

   “Minimum Payment” means the amount indicated as such on an Account Statement.

   “New Balance” means the amount indicated as such on an Account Statement.

   “Payment Due Date” means the date indicated as such on an Account Statement.

   “Personal Identification Number” means the personal identification number that a Cardholder has selected in your prescribed manner.

   “Purchase” means a purchase of goods or services (or both) that is charged to the Account with or in connection with a Card or a Cheque.

   “Statement Date” means the last date of the Statement period for which an Account Statement is produced.

2. General Terms of Agreement: This Agreement and the Disclosure Statement apply to the Account and to each Card and Cheque. This Agreement replaces all prior Cardholder agreements between you and us for the Account and each Card and Cheque.

   If a Cardholder signs, uses or accepts their Card, or the Account is used, it will mean that we have received and read this Agreement and the Disclosure Statement. It will also mean that we have understood and agreed with you to everything written here and in the Disclosure Statement.

   We must promptly give you up-to-date credit and financially related information about us when you ask for it.

3. Account Opening/Card Issuance and Renewal:

   You will issue a Card on the Account to each Cardholder the Applicant has specified to you for this purpose. You will only do this after you have received a copy of your prescribed request form, completed and signed by us.

   You will also issue renewal and replacement Cards (excluding an emergency replacement Card) to each Cardholder before the expiration date specified on the Card last issued to them. You will continue to issue renewal and replacement Cards to each Cardholder in this way until the Applicant or the Cardholder tells you to stop. An emergency replacement Card will be issued by you to a Cardholder when required, according to the procedures you have in place for this.

4. Account, Card and Cheque Use: A Cardholder may use the Account and their Card and write a Cheque to obtain advances of money from you through Purchase transactions, Cash Advance transactions and other transactions you permit from time to time. A Card may only be used by the Cardholder to whom it has been issued. A Cardholder must not use a Card after the expiration date shown on it or after the termination of this Agreement. The use of the Account and each Card and Cheque is governed by the terms of this Agreement. A Cardholder may not use their Card or write a Cheque for any illegal, improper or unlawful purpose. You reserve the right to refuse your authorization for certain types of transactions as determined by you.

5. Card Ownership: You are the owner of each Card. We do not have the right to assign or transfer this Agreement, any Card or the Account to anyone else.

6. Lost or Stolen Card: The Applicant or the Cardholder must tell you at once if the Cardholder’s Card is lost or stolen or if the Applicant or the Cardholder suspects it is lost or stolen. The Applicant or the Cardholder may do this in the way you have set out on each Account Statement.

   If a Cardholder’s Card is lost or stolen, we will be liable to you for the following:

   1. All Debt, up to a maximum of $1,000.00, resulting from the loss or theft of their Card that is incurred before the time the Applicant or the Cardholder tells you about that loss or theft through any one or more transactions on the Account in which only their Card or the Account number has been used to complete those transactions; and
   2. All Debt resulting from the loss or theft of their Card that is incurred before the time the Applicant or the Cardholder tells you about that loss or theft through any one or more transactions on the Account in which their Card and Personal Identification Number have been used together to complete those transactions.

   We will not be liable to you for any Debt resulting from the loss or theft of the Card that is incurred after the time the Applicant or the Cardholder tells you about that loss or theft.

7. Card Cancellation: If the Applicant wants you to cancel a Cardholder’s Card for any reason (including, without limitation, the death of the Cardholder), the Applicant must tell you to do so.

   Subject to Section 6, we will be liable to you for all Debt, howsoever and by whomsoever incurred, resulting from the use of the Cardholder’s Card from the time the Applicant tells you to cancel that Card until the time the Applicant has notified you that the Card has been destroyed.

8. Credit Limit: You will set a Credit Limit for the Account, and you may change it periodically. You will tell us what the current Credit Limit is on the document accompanying each Card when you issue it and on each Account Statement.

   We will not permit the Debt we owe to you at any time to exceed the Credit Limit. However, you may (but are not required to, even if you have done so before) permit that Debt to exceed the Credit Limit you set from time to time. We understand that the use of any Card and the Account may be suspended, at your discretion, if the Credit Limit is exceeded. An over-limit fee will be charged to an Account when you permit the Debt to exceed the Credit Limit during a Statement period. You may at any time refuse to permit the Debt to exceed the credit limit and require us to pay any balances which exceed the Credit Limit. If the transaction you refuse to authorize is a Visa cheque drawn on an Account for an amount that exceeds the Credit Limit, an NSF/Dishonoured Visa cheque fee will be charged to the Account.

9. Liability for Debt: Subject to Sections 6 and 7, we will be jointly and severally (in Quebec, solidarily) liable to you for all Debt, no matter how it is incurred or who has incurred it and even though you may send Account Statements to the Applicant and not to Cardholders. We will also be jointly and severally (in Quebec, solidarily) liable to you for everything else we have agreed to with you in this Agreement.

   You may apply any money the Applicant or a Cardholder has (or we have) on deposit with you or any of your affiliates against any Debt we have not paid to you as required under this Agreement.

10. Making Payments: It is our responsibility to ensure that payment on the Account is received by you for credit to the Account by the Payment Due Date shown on each Account Statement.

    Payments can be made on the Account at any time. Payment can be made by mail, at one of your branches, at a banking machine that processes payments, by telephone or on the Internet. Even when normal postal service is disrupted, payments must continue to be made on the Account.

    Payments do not automatically adjust the available Credit Limit. This generally occurs within one to three business days following receipt of a Cardholder’s payment, depending on how payment is made.

    We can also ask you to process our payment on each Payment Due Date each month by automatically debiting a bank account that we designate for that purpose. We may choose to pay the Minimum Payment, a fixed amount, provided that it is not less than the Minimum Payment or your New Balance. If we ask you to automatically process payments in this manner, we agree to be bound by the terms and conditions set out in Rule H1 of the Rules of the Canadian Payments Association, as amended from time to time. In addition, we agree to waive any pre-notification requirements that exist where variable payment amounts are being authorized. We may notify you at any time that we wish to revoke our authorization, and a pre-authorized payment may, under certain circumstances, be disputed for up to 90 days. The Rules are available for us to review at www.cdnpay.ca.

11. Payment of Debt:

    1. Subject to Subsections 11 (b), 11 (c) and Section 20, we may pay the Debt we owe to you in full or in part at any time.
    2. Subject to Subsection 11 (c) and Section 20, we must make a payment equal to the lesser of $100 plus interest and Fees, as shown on the Account Statement and our New Balance, by the Payment Due Date shown in order to keep the Account up to date. Any past-due amounts will continue to be included in your Minimum Payment Amount.
    3. We must also pay the amount of any Debt that exceeds the Credit Limit at once to keep the Account up to date. We must pay this excess, even though you may not yet have sent an Account Statement to the Applicant on which that excess appears.
    4. We must keep the Account up to date at all times, even when you are delayed in or prevented from sending, for any reason, any one or more Account Statements to the Applicant. We must contact one of your branches in Canada or your Card Centre at least once a month during such a delay or interruption to obtain any payment information we do not have and need to know in order to comply with this Section.
    5. If any payment made by us in respect of the Account is not honoured, or if you must return it to us because it cannot be processed, the applicable Fee will be charged under Section 14, and Card privileges may be revoked or suspended by you under Section 7.

12. Interest Charges:

    1. Interest on Debt: We will pay you interest on the Debt at a rate equal to the Interest Rate in effect in the manner set out in this Section.
    2. Interest Calculation: You will charge us interest on the amount of each Purchase, Cash Advance (including Visa cheques) and Fee from (and including) the transaction date recorded for them on the Account Statement, where they appeared for the first time, to the day you receive payment in full of the Debt. The interest you charge on the Debt accrues daily. You will calculate this interest by multiplying the Debt outstanding on any day by the Interest Rate in effect and dividing the result by the number of days in the year.
    3. Interest Posting: You will post the interest we owe on the Debt for the period covered by an Account Statement to the Account at the end of that period. Since the interest you charge on the Debt accrues daily up to the time you receive a payment of the Debt, the interest charges on the Debt for that period can only be calculated and included on the Account Statement that shows the payment.

13. Payment Allocation: You will apply each payment of the Debt in respect of a Cardholder’s Account in the following order: interest charges, Fees, Cash Advances (including Visa cheques) and Purchases. If we have paid more than the New Balance in respect of a Cardholder’s Account, you will apply the extra payment to amounts that have not yet appeared on the Account Statement in the following order: Fees and Cash Advances (including Visa cheques) and Purchases. In any category of charges, those amounts which bear the lowest Interest Rate will be paid first. We are not permitted to make a payment in respect of a Cardholder’s Account exceeding the Credit Limit for the Account unless the Debt at the time of payment is more than the Credit Limit. Unless you otherwise agree, any payment must be made in money which is legal tender at the time of payment. As well, the mere lapse of the time fixed for performing an obligation under this Agreement will have the effect of putting us in default of it.

14. Fees: We must pay all Fees that apply to the Account and each Card, as described in the Disclosure Statement and in any document or other written statement you may send to us from time to time. You will post them to the Account at the time we incur them.

15. Banking Machines: A Cardholder may use their Card, together with their Personal Identification Number, to make transactions on the Account at those banking machines and terminals you operate and at any other banking machines or terminals you designate from time to time, subject to your agreement with them governing the use of their Personal Identification Number.

16. Debt Incurred Without a Card: If a Cardholder incurs Debt without having presented their Card to a merchant (such as for Internet, mail order or telephone Purchases), the legal effect will be the same as if they used their Card and signed a Purchase or Cash Advance draft.

17. Transfer of Your Rights: You may transfer any or all of your rights under this Agreement and the Disclosure Statement, by way of assignment, sale or otherwise. If you do so, you can give information concerning the Account to anyone you transfer your rights to but will ensure that they are bound to respect our privacy rights in that information.

18. Changes to Disclosure Statement: You may change the Interest Rate and Fees for the Account and each Card set out or referred to in the Disclosure Statement for the Account periodically. We will be given at least 30 days prior written notice of each change, directed to the Applicant’s address last appearing on your records. If any Card is used or any Debt remains unpaid after the effective date of a change, it will mean that we have agreed to the change.

19. Changes to Agreement: You may change this Agreement periodically. We will be given at least 30 days prior written notice of each change, directed to the Applicant’s address last appearing on your records. If the Account is accessed or any transaction is made on the Account or any Debt remains unpaid after the effective date of a change, it will mean that we have agreed to the change.

20. Termination:

    1. You and any one of us may terminate this Agreement at any time by giving written notice of termination to the party/parties to be bound by that written notice. You must direct your written notice to the Applicant’s address last appearing on your records. Our written notice must be directed to your address appearing on the last Account Statements you have sent to the Applicant.
    2. You may terminate this Agreement at once without giving us any notice, if
       
       
       1. Any one of us becomes insolvent or bankrupt;
       2. Someone files a petition in bankruptcy against any one of us;
       3. Any one of us makes an authorized assignment for the benefit of our creditors;
       4. Any one of us or someone else institutes any proceeding for the dissolution, liquidation or winding up of our affairs;
       5. Any one of us or someone else institutes any other type of insolvency proceeding involving our assets under the Bankruptcy and Insolvency Act or otherwise;
       6. The Applicant ceases or gives official notice of its intention to cease to carry on business or makes or agrees to make a bulk sale of its assets without complying with applicable laws or any one of us commits an act of bankruptcy; or
       7. We do not pay any Debt as required under this Agreement.
    3. Upon termination of this Agreement, we must pay all Debt to you at once and return each Card to you at once, cut in half.

       If we fail to comply with our obligations to you under this Agreement, we will be liable to you for the following:

       1. All court costs and legal fees and expenses (on a solicitor/client basis) you incur through any legal process to recover any Debt; and
       2. All costs and expenses you incur in reclaiming any Card.

21. Problems With a Purchase: You will not be responsible for any problem the Applicant or a Cardholder has with any Purchase. If there is a problem or dispute with a merchant regarding a Purchase, we must still pay all Debt as required by this Agreement and settle the problem or dispute directly with the merchant. You will also not be responsible if any Card is not honoured by a merchant at any time and for any other problem or dispute the Applicant or a Cardholder may have with the merchant.

22. Account Verification: We must notify you in writing of any errors, omissions or objections to an Account Statement, or an entry or balance recorded in it, within thirty (30) days from the Statement Date recorded on that Account Statement. If we do not notify you as required, you are entitled to treat the above Account Statements, entries and balances as complete, correct and binding on us, and you will be released from all claims by us in respect of those Account Statements, entries and balances.

    You may use a microfilm, electronic or other reproduction of any Purchase, Cash Advance draft, Cheque or other document evidencing Debt to establish our liability for that Debt.

23. Protecting Our Privacy:

    1. You may from time to time collect financial and other information about us such as the following:

       1. Information establishing our identity (for example, name, address, phone number, date of birth, etc.) and our personal background;
       2. Information related to transactions arising from our relationship with and through you, and from other financial institutions;
       3. Information we provide on an application for any of your products and services;
       4. Information for the provision of products and services; and
       5. Information about financial behaviour such as our payment history and creditworthiness.

       You may collect and confirm this information during the course of your relationship. You may obtain this information from a variety of sources, including from us, from service arrangements we make with or through you, from credit reporting agencies and other financial institutions, from registries, from references we provide to you and from other sources, as you deem appropriate.

       We acknowledge receipt of notice that from time to time reports about us may be obtained by you from credit reporting agencies.

    2. This information may be used from time to time for the following purposes:

       1. To verify our identity and investigate our personal background;
       2. To open and operate our account(s) and provide us with products and services we may request;
       3. To better understand our financial situation;
       4. To determine our eligibility for products and services you offer;
       5. To help you better understand the current and future needs of your clients;
       6. To communicate to us any benefit, feature and other information about products and services we have with you;
       7. To help you better manage your business and your relationship with us;
       8. To operate the Visa Card System;
       9. To maintain the accuracy and integrity of information held by a credit reporting agency; and
       10. As required or permitted by law.

    3. For the purposes outlined in (b) above, you may:

       1. Make this information available to your employees, your agents and service providers, who are required to maintain the confidentiality of this information;
       2. Share this information with other financial institutions; and
       3. Give credit, financial and other related information to credit reporting agencies who may share it with others.

       Upon our request, you may give this information to other persons.

       You may also use this information and share it with other companies under RBC Financial Group (i) to manage your risks and operations and those of other companies under RBC Financial Group; (ii) to comply with valid requests for information about us from regulators and other persons who have a right to issue such requests; and (iii) to let other companies under RBC Financial Group know our choices,under Subsection (d),“Other Uses of Our Personal Information,” for the sole purpose of honouring our choices.

       If you have our Social Insurance Number, you may use it for tax-related purposes, if we hold a product-generating income, and share it with the appropriate government agencies, and you may also share it with credit reporting agencies as an aid to identify us.

    4. Other Uses of Our Personal Information:

       1. You may use this information to promote your products and services, and promote products and services of third parties you select, which may be of interest to us.
       2. You may also, where not prohibited by law, share this information with other companies under RBC Financial Group for the purpose of referring us to them or promoting to us products and services which may be of interest to us.We acknowledge that, as a result of such sharing, they may advise us of those products or services provided.
       3. If we also deal with other companies under RBC Financial Group, you may, where not prohibited by law, consolidate this information with information they have about us to allow you and any of them to manage our relationship with companies under RBC Financial Group and your business.

       We understand that you and each company under RBC Financial Group are separate, affiliated corporations.Other companies under RBC Financial Group include your affiliates, which are engaged in the business of providing any one or more of the following services to the public: deposits, loans and other personal financial services; credit, charge and payment card services; trust and custodial services; securities and brokerage services; and insurance services.

       We may choose not to have this information shared or used for any of these other uses by contacting you as set out below, and in this event,we will not be refused credit or other services just for that reason.You will respect our choices, and, as mentioned above, our choices will be communicated to companies under RBC Financial Group to ensure that they are respected.

    5. Our Right To Access Our Personal Information: We may obtain access to the information you hold about us at any time and review its content and accuracy and have it amended as appropriate; however, access may be restricted as permitted or required by law. To request access to such information, to ask questions about your privacy policies or to request that the information not be used for any or all of the purposes outlined in Subsection (d),“Other Uses of Our Personal Information,”we may do so now, or at any time in the future:

       1. By contacting your branch; or
       2. By calling us toll-free at 1-800-ROYAL^® 1-1 (1-800-769-2511).
    6. Our Privacy Policies: We may obtain more information about your privacy policies by asking for a copy of your Straight Talk^® brochure about privacy, by calling you at the toll-free number shown above or by visiting your website at www.rbc.com/privacy.

24. Additional Access to Account: We authorize any individual holding a business client card or business client identification number (B.C.I.N.), issued by you in the name of the Applicant, to obtain advances from the Account, to transfer and deposit funds to the credit of the Account and to obtain information about the Account and transactions on the Account by using such business client card or B.C.I.N. in accordance with the terms of the agreements governing the use of such business client card or B.C.I.N.

    We agree that, pursuant to Section 9, we will be jointly and severally (in Quebec solidarily) liable to you for all transactions on the Account resulting from the use of such business client card or B.C.I.N. as authorized by this Section.

25. Language: We and you have expressly requested that this Agreement and all related documents, including notices, be drawn up in the English language. Nous et vous avons expressément demandé que ce contrat et tout document y afférent, y compris tout avis, soient rédigés en langue anglaise.

DISCLOSURE STATEMENT

1. General: This Disclosure Statement applies to the Account and each Card you have issued on the Account.

2. Interest Rate: The Interest Rate in effect for the period covered by an Account Statement is an annual percentage rate calculated by adding a premium to your Prime Interest Rate. This Interest Rate is shown on each Account Statement. You will tell us what our initial premium above your Prime Interest Rate is in a notice you send together with our Cards. You calculate the Interest Rate using your Prime Interest Rate in effect on the first Business Day of the month falling within that period. In this Disclosure Statement, “Prime Interest Rate” means the annual rate of interest you announce from time to time as a reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada, and “Business Day” means a day on which your main branch in Toronto, Ontario, is open for business.

3. Fees: The following schedule of Fees applies to the Account. You will charge them to the Account at the time we incur them:

   1. Monthly Fee: $15.00
   2. Cash Advance Fee: No additional charge for a Cash Advance obtained from one of your banking machines in Canada. $2.50 for a Cash Advance obtained from any other designated banking machine if the machine is located in Canada, and $5.00 if the machine is located outside Canada.
   3. Dishonoured Payment Fee: $40.00 for each cheque or other instrument used to pay Debt that is dishonoured by the financial institution on which it is drawn. (This Fee is in addition to any fee charged by that financial institution for insufficient funds in your Account.)
   4. NSF/Dishonoured Visa cheque Fee: If you dishonour our RBC Royal Bank Visa cheque because it is an amount that exceeds our total available credit, a $40.00 fee will be charged to our Visa account.
   5. Statement Update Fee: $1.50 will be charged for each Account Statement update obtained from one of your branches in Canada or at a banking machine that provides Account Statement updates; $5.00 for each Account Statement copy ordered by telephone.
   6. Over-limit Fee: $20.00 if the Debt exceeds the Credit Limit at any time during the period covered by an Account Statement.

4. Foreign Currency Transactions: You will bill us in Canadian currency. If any Debt or other transaction is not incurred in Canadian dollars, you will convert our charges into Canadian dollars at your exchange rate, which is 2.5% over the exchange rate set by Visa International, in effect at the time you post the converted Debt or other transaction to the Account.

   You will show the exchange rate for each transaction on our Account. If we are paying interest on our Account, interest will also be charged on the full value of our foreign Debt or other transaction, as determined using our exchange rate.

^® Registered trademarks of Royal Bank of Canada. RBC and Royal Bank are registered trademarks of Royal Bank of Canada.
^TM Trademark of Royal Bank of Canada.
* Registered trademark of Visa International Service Association. Used under license.