Venn Mastercard® Charge Card Cardholder Agreement

This Agreement applies to Venn Mastercard® Charge Cards, which draw on a credit limit we extend to you. Venn Mastercard® Charge Cards designated as Secured Charge Cards, which draw on a credit limit equal to the Balance of funds held in your Venn Account, are governed by the Secured Charge Card Agreement and not this Agreement.

Please read this Cardholder Agreement carefully and retain a copy for your records.

Peoples Trust Company may update this Cardholder Agreement at any time by delivering notice, and your continued use of Cards will constitute acceptance of the updated terms. By activating, signing, and/or using the Card, you are agreeing to these terms and conditions and fees outlined below.

This card is a charge card issued by Peoples Trust Company under licence from Mastercard International Incorporated.

1. Defined Terms

The following Definitions apply to this Cardholder Agreement. Any definitions not stated here will take the meaning as detailed within the Venn Platform Agreement.

Administrator means an Authorized User to whom you have granted authority to request and manage Cards, and to set Card controls, on your Venn Account.

Agreement means this Venn Mastercard® Charge Card Cardholder Agreement between Peoples Trust and the Cardholder and all documents that are expressly referred to in this Agreement, which govern your use of the Card, as amended from time to time.

Amendment refers to any change to a term or condition of this Agreement or to the addition of a new term or condition.

App means the Venn web and mobile application operated by Venn.

Applicable Law means, in relation to any person, property, transaction, or event, all applicable provisions of: (a) statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, treaties, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority; and (d) any bylaw, operating rule, or regulation of Mastercard, in each case applicable to or binding upon such person, property, transaction or event.

Authorized User means an individual to whom the Cardholder has granted the authority to request one or more Cards on behalf of the corporate Cardholder.

Available Credit means the amount you may charge to your Cards at a given time. Your Available Credit is your Credit Limit less your Outstanding Balance and less the amount of any authorizations we have approved that have not yet settled. Available Credit cannot exceed your Credit Limit and, other than in the circumstances described in section 5.3, cannot be less than zero.

Business Day means any day other than a Saturday, a Sunday, or a statutory holiday in the Province of British Columbia.

Card means the Venn Mastercard® Charge Card activated, received, signed or used by the Cardholder and managed through your Credit Account.

Cardholder means the corporate entity to whom the Card has been issued.

Cardholder Information means information collected by Peoples Trust and its service providers about you and Authorized Users and your use of the Card and related services, including information about your Card transactions (e.g. the date, amount and place of each transaction).

Cashback means the reward described in section 8.

Communications means any and all communications or disclosures that Peoples Trust is legally required to provide to you in writing in connection with your Card and any related products and services.

Credit Account means the account we maintain recording the credit we extend to you under this Agreement, denominated in Canadian dollars. The Credit Account is not a deposit account and holds no funds belonging to you. You have one Credit Account.

Charge Card means a Card designated as drawing on your Credit Account rather than your Venn Balance.

Credit Limit means the maximum aggregate amount of credit we make available to you at a given time, denominated in Canadian dollars. You have one Credit Limit, and every Charge Card issued to you, including every Supplementary Card, draws on it.

Due Date means the date on which the Statement Balance must be paid in full, being twenty-one (21) days after the Statement Date.

Fines means amounts assessed against you by Mastercard or by a Governmental Authority in connection with misuse of a Card or a breach of Applicable Law. We do not assess Fines of our own.

Foreign Currencies means all currencies other than Canadian Dollars.

Foreign Exchange Service Fee means the foreign exchange service fee we assess when you complete transactions in a currency other than Canadian dollars.

Governmental Authority means the government of Canada or of any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies, a Minister of the Crown, the Office of the Superintendent of Financial Institutions, or other comparable authority or agency.

Mastercard means Mastercard Incorporated and its affiliates, successors, and assigns.

Mastercard Conversion Rate means the rate that we pay to Mastercard to convert foreign currency to Canadian currency plus the Foreign Exchange Service Fee.

PCI DSS means a multifaceted security standard defined by the Payment Card Industry Security Standards Council and includes requirements for security management, policies, procedures, network architecture, software design, and other critical protective measures.

PIN means a Personal Identification Number used with your Card for POS transactions for additional security.

POS means point of sale, where you can use the Card to purchase goods or services from a merchant.

Primary Account Number means the unique payment card number of your Card.

Program Sponsor means Venn Software Inc.

Peoples Trust means Peoples Trust Company, its affiliates, successors or assigns.

Repayment Threshold means an amount you elect under section 7.3, at or below which your Available Credit causes a repayment to be initiated.

Repayment Trigger means a mechanism you elect under section 7.3 that causes a repayment to be initiated.

Spend Limit means the maximum amount that may be spent on a Card during a specified time period, as set by an Administrator of the Venn Account. A Spend Limit is a control set on a Card and does not increase your Credit Limit.

Statement means the periodic billing statement described in section 6.

Statement Balance means your Outstanding Balance as at the Statement Date, as shown on the Statement. The Statement Balance does not change after the Statement Date.

Statement Date means the last day of a Statement Period.

Statement Period means the recurring period, of approximately one month, over which your Credit Card activity is billed. Your Statement Period is specific to you and is not aligned to the calendar month.

Supplementary Card means the additional cards issued by an Administrator of the Credit Account for Authorized Users of the Card.

Supplementary Cardholder means the individual associated with the Supplementary Card by the Cardholder.

Outstanding Balance means, at any time, the total amount you owe us in respect of your Credit Account. It comprises the Transaction Amounts of all transactions that have settled to your Credit Account, together with any fees, taxes and Fines charged to it, less all payments and credits applied to it. Transactions we have authorized that have not yet settled are not included in your Outstanding Balance, but they do reduce your Available Credit.

Transaction Amount means the amount charged to your Credit Account in connection with your use of the Card to purchase goods or services, which includes the amount of the purchase, the Card service charges, and the taxes imposed to complete the transaction.

Venn means Venn Software Inc.

Venn Account means the account opened by you using the Venn website. This Account is provided to you by Venn and not Peoples Trust. Your Venn Balance in the Venn Account is separate from the Credit Limit accessible by your Card and not available to your Card for purchases.    

Venn Balance means the funds held in your Venn Account. Your Venn Balance is not available to your Card for purchases. It is used to satisfy amounts you owe under this Agreement, as described in sections 5.3 and 7.4.

We, us, and our mean Peoples Trust and our assignees, including Venn in its capacity as purchaser of amounts you owe under this Agreement and as servicer of your Credit Account, as described in section 14.

Website or Venn Website means the website available at venn.ca.

You, your, and yours mean the Cardholder.

2. Statement of Disclosure on Fees and Charges

The following are all fees and charges associated with your Venn Mastercard® Charge Card.

† Subject to change. See terms and conditions at https://venn.ca/legal/terms-of-service for details.‍

Additional Information

3. Card Terms

This Agreement sets out the terms and conditions under which you may use your Card and it applies if Peoples Trust sends you any renewal or replacement Card. By activating, signing, and/or using the Card, you agree to the terms and conditions of this Agreement. This Agreement only governs your Credit Account associated with the Card (“Credit Account”) and your use of the Card and not your Venn Account. Your application is incorporated into and forms part of this Agreement.

The terms under which Peoples Trust will issue a Card to an Authorized User are set in the “Authorized Users” section of this Agreement. While your Authorized Users and Supplementary Cardholders will have the same ability to charge transactions to your Credit Account as you do, you will be responsible for all amounts owing on your Credit Account, including those incurred by Authorized Users and Supplementary Cardholders. You are also responsible for ensuring that all of your Authorized Users and Supplementary Cardholders comply with the applicable terms and conditions of this Agreement.

This Agreement is your promise to pay amounts owing on your Credit Account. You should read it carefully as it explains your rights and obligations. The activation or use of a Card or your Credit Account by you or an Authorized User means that you have received and read this Agreement and agree to and accept all of its terms.

3.1 Using Your Card

Users may only use Cards for acceptable business-related charges and transactions, and not for personal, family, or household purposes. You understand that your Card is commercial in nature and that certain consumer protection laws, such as sections designated as “consumer provisions” in the Trust and Loan Companies Act (Canada) and provincial and territorial consumer protection legislation do not apply to this Card. You agree that all charges and other transactions in your account will be treated as business transactions made solely for business purposes.

Credit under this Agreement is extended to you for business purposes only. You confirm that each charge made to your Credit Account is for a business purpose. We may ask you to confirm the business purpose of any charge or of your use of credit generally, and we may decline transactions, reduce your Credit Limit, or lock your Credit Account where we determine that credit is being used other than for business purposes.

Cards are not permitted for use for the remittance of payroll expenses. You may not use your Card for any illegal, improper, or unlawful purpose. Peoples Trust reserves the right to prevent your Card or your Credit Account from being used for certain types of transactions as determined by Peoples Trust, including transactions connected to Internet gambling. When you or your Authorized User(s) use a Card or your Primary Account Number for a transaction, Peoples Trust is lending you the amount of such purchase.

You are solely and completely responsible for the possession, use, and control of the Card. You must surrender the Card to us immediately upon request by us. The Card is provided to you only. If you authorize another person to use the Card (including your Authorized Users), you agree, to the extent permitted by law, that you will be liable for all transactions, fees and charges arising from use of the Card by such person.

You are responsible for selecting the individuals in your organization who are authorized to use Cards, and you are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Cards are only used by Authorized Users for eligible Cardholder business purposes and in compliance with this Agreement 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. When you use your Primary Account Number without showing your Card, you will have the same responsibilities as if you had shown your Card and signed a receipt or entered your PIN.

Venn, Peoples Trust, Mastercard, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse charges for any reason. Peoples Trust is not responsible for any losses, damages, or harm caused by any charges that are denied or reversed.

The Card can be used to pay the full amount of the purchase and applicable taxes, so long as you have sufficient Available Credit. The Card is, and will remain, our property; resale of the card is not permitted. You have no right to write cheques against your Credit Limit, to obtain a cash advance, or to demand payment to you of your Available Credit. Your rights are strictly limited to the right to use the Card, in accordance with this Agreement, as payment for goods and services from merchants who accept Mastercard.

When you use the Card to make a purchase, the amount of the purchase, plus any applicable fees and taxes, will be charged to your Credit Account and will reduce your Available Credit by that amount. Using the Card does not debit your Venn Balance. If you use the Card for card-not-present transactions (such as online, mail, or telephone purchases), the legal effect is the same as if you used the physical Card. The Card can be used without a PIN to make purchases online. You should retain the receipt as a record of the transaction. It is your responsibility to obtain such record and ensure that it is accurate.

Some merchants (including, but not limited to, restaurants, hotels, or car rental companies) may pre-authorize the transaction amount for the purchase amount plus up to 20% (or more) above the purchase amount to ensure that sufficient Available Credit exists to cover any tips or incidental expenses. In such cases, your transaction will be declined if your Available Credit will not cover the Transaction Amount plus the additional amount.

A pre-authorization will reduce your Available Credit by the pre-authorized amount until the merchant sends us the Transaction Amount of your purchase. Once the Transaction Amount is received, the pre-authorization amount in excess of that Transaction Amount will be released and your Available Credit restored. The time it takes for a pre-authorization to be released may vary depending on the type of merchant. A pre-authorization is typically released within ten (10) days for most standard merchants, and within forty-five (45) days for hotels, cruise lines and car rental agencies. During that period, the pre-authorized amount is not available to you.

Any amount of the pre-authorized amount that is restored to your Available Credit in error or otherwise, does not waive your responsibilities, obligations, or liabilities under this Agreement. All Authorized Users are subject to this Agreement and all terms, agreements, and policies incorporated by reference. You are responsible for ensuring that Authorized Users read, understand, and comply with their obligations with respect to use of the Cards and the Services. You are also responsible for notifying Authorized Users of any applicable updates to these terms and conditions and policies incorporated by reference, and for ensuring Authorized Users comply with such updates. Peoples Trust may or may not provide notice of updates directly to Authorized Users, but rather to the Cardholder only.

3.2 Requesting and Replacing Cards

Administrators may request Cards for Users through your Venn Account. A Card may be issued only where you have an active Credit Account. Peoples Trust may decide in its 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 Authorized User, the Authorized User must provide their full legal name, contact information, personal address, and date of birth. Cards may be denied or cancelled due to changes in Peoples Trust’s or Venn’s policies, as required by law, or for any other reasons Peoples Trust or Venn determines are appropriate in its sole discretion. Cards may be issued to Authorized Users as physical or virtual cards (a Card issued without an associated physical card).

Administrators may request that Authorized Users be issued Cards with specific restrictions made available by Venn. You are responsible for securing Cards (including Supplementary Cards), Primary Account Numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify Venn 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 Peoples Trust through your Venn Account. Replacement Cards may have new Primary 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 Primary Account Numbers have been changed. If you lose the Card and/or PIN or you become aware that the PIN may have become known to someone else, you may either call +1 (888) 568-2858, email support@venn.ca to report your Card as lost or stolen, or log into your Venn Account at venn.ca to change your PIN for free. Avoid PIN combinations that may be easily guessed by others. All transactions carried out on the Card before you notify us will be considered to have been made by you.

3.3 Card Expiration

Your Card will be valid and usable until your Credit Limit is reduced to zero or withdrawn, your Card or your Credit Account is suspended, locked, closed or deactivated in accordance with the terms of this Agreement, or the Card expires at the end of the month displayed on the Card, whichever occurs first. Exhausting your Available Credit does not invalidate your Card: transactions are declined until Available Credit is restored, and your Card may be used again once it is. You must not use the Card or your Primary Account Number if your Card has expired. If any amounts are charged to your Credit Account after your Card has expired, you are responsible for and must pay the amount owing.

3.4 Recurring Payments

You are responsible for any recurring payments you have authorized merchants to charge to your Credit Account, even after you or Peoples Trust cancels this Agreement. If you wish to discontinue any such payments, you must contact the merchant in writing and then check your Statements to ensure that the payments have, in fact, been discontinued. If they have not stopped despite your instructions to a merchant, Peoples Trust may be able to assist you if you provide Peoples Trust with a copy of the written request to the merchant.

3.5 Making payments to your Credit Account

You may pay amounts you owe on your Credit Account through the methods listed on the Website and as described in section 7. YOU ALSO AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY ERRORS MADE OR LOSS CAUSED BY VENN OR ITS SERVICE PROVIDERS IN PROVIDING US WITH PAYMENT INSTRUCTIONS UNDER ANY CIRCUMSTANCES, INCLUDING IF VENN OR ITS SERVICE PROVIDERS ARE NOT ACTING ON OR IN ACCORDANCE WITH PROPER OR GENUINE INSTRUCTIONS FROM YOU. In such cases, you agree that you will not make or advance any claim against us, and that your sole claims, if any, shall be against Venn or its service providers who provided us with instructions, and subject to the terms of any agreements you may have with those parties. Subject to applicable fees, a payment applied to your Credit Account will restore your Available Credit immediately after the payment is confirmed by Venn, up to your Credit Limit. The time before a payment is confirmed may vary depending on the payment method you use.

4. Authorized Users

An Authorized User is a person to whom Peoples Trust will issue a Card on your Credit Account at your request. You can designate an Administrator to add or remove Authorized Users through the App, although Venn or Peoples Trust may limit the number of Authorized Users on your Credit Account. A Card may only be used by the individual whose name is associated with or attached to the Card or appears personalized on physical cards.

Authorized Users have the same ability to charge transactions to your Credit Account, and to draw on your Credit Limit, as you do; however, Authorized Users are not responsible to Peoples Trust for any amounts owing for purchases or fees on the Credit Account. If an Authorized User is responsible to you for any of these amounts, you must make your own arrangements with the Authorized User for repayment.

You are responsible for ensuring that each Authorized User receives a copy of this Agreement and any replacements or amendments to this Agreement, as well as any Notices that affect the use of a Card or your Credit Account.

By signing, using, or activating a Card in their name, an Authorized User agrees to be bound by all of the terms and conditions of this Agreement except that an Authorized User will not be responsible to Peoples Trust for the payment of any amounts owing in respect of purchases or fees on the Account. Without limiting the general obligation of an Authorized User to comply with this Agreement, an Authorized User agrees, that:

• the Authorized User will not use the Card issued to the Authorized User if it has expired;
• all security requirements including those designed to protect PINs or other security codes will be complied with;
• the Card issued to the Authorized User will not be used for any illegal, improper, or unlawful purpose;
• the Authorized User will report to Venn if the Authorized User suspects that the Authorized User’s Card has been lost or stolen;
• the Authorized User agrees to permit the collection, use, and disclosure of personal information as set out in the “Information, Credit Assessment and Credit Reporting” and “Issuing Institution Privacy Policy” sections of this Agreement.

An Authorized User may request the issuance of a Card in connection with the Credit Account to a Supplementary Cardholder. The Cardholder is solely responsible for the use of each Card issued in connection with the Cardholder’s Credit Account according to this Agreement. All rights, obligations, and liabilities of Supplementary Cardholders are the Cardholder’s responsibility, including but not limited to responsibility for any amount drawn in excess of the Credit Limit however arising. We may process transactions and accept instructions initiated by a Supplementary Cardholder, acting alone, in any fashion permitted under this Agreement. The Cardholder will be bound by the instruction and transactions as if given or approved by the Cardholder. YOU, THE CARDHOLDER, AGREE THAT YOU SHALL NOT CLAIM AGAINST US FOR ANY LOSS ARISING OUT OF THE OPERATION OF A SUPPLEMENTARY CARDHOLDER(S) CARD AND THAT WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF A SUPPLEMENTARY CARDHOLDER. The Cardholder knowingly accepts the risk that Supplementary Cardholder(s) transactions or otherwise may be your liability. The Cardholder’s sole responsibility is to ensure that sufficient Available Credit exists to cover any transactions made on a Supplementary Cardholder’s Card, and to pay all amounts charged to the Credit Account when due.

5. Your Credit Limit and Available Credit

5.1 Credit Limit

Your Credit Limit is assigned by us following our assessment of your business and is denominated in Canadian dollars. You have one Credit Limit. Every Credit Card issued to you, including every Supplementary Card, draws on that single Credit Limit. Issuing additional Cards does not increase your Credit Limit.

Your Credit Limit may be conditional on a personal guarantee, pledged security, or other credit support provided to us under a separate agreement. Where that support is withdrawn, expires, or becomes unenforceable, we may reduce, suspend or withdraw your Credit Limit.

Credit Limits are dynamic and may be modified at any time with or without prior notice to you, including temporary increases or decreases or reducing your Credit Limit to $0. We may do so where our assessment of your business changes, where you fail to pay any amount when due, where you fail to provide information we request under section 12, or for any other reason we determine appropriate. A decrease in your Credit Limit does not reduce the Outstanding Balance you owe, and may cause your Available Credit to fall below zero, in which case section 5.3 applies.

Cards are offered only in those provinces and territories in which we choose to offer them. We may decline to offer, or may withdraw, the Card in any jurisdiction.

5.2 Available Credit and authorizations

Pending authorizations reduce your Available Credit as soon as we approve them. To obtain your Credit Limit, Available Credit, Outstanding Balance or transaction history, log into your Venn Account through the Website or the App.

It is your responsibility to ensure that you have sufficient Available Credit before using a Card. Where a transaction we are asked to authorize would take your Available Credit below zero, we will decline it. This applies whether the transaction is presented on its own or at the same time as other transactions on any of your Cards.

5.3 Amounts in excess of your Credit Limit

In some circumstances your Available Credit may fall below zero. This can happen where a merchant presents a transaction for settlement that we did not authorize, where a merchant settles a transaction for an amount greater than the amount we authorized, where a dispute or reversal is resolved against you after you have used credit that had been restored to you, where we decrease your Credit Limit below the amount you have already drawn, or in any other circumstance in which an amount is charged to your Credit Account without our prior authorization.

Where your Available Credit falls below zero, the amount in excess of your Credit Limit is immediately due and payable without demand. You authorize us to transfer that amount from the Canadian dollar balance in your Venn Account to your Credit Account immediately and without further notice to you, and you agree that your Venn Account may go into a negative balance as a result. We may convert a balance you hold in a Foreign Currency for this purpose. Where your balance is insufficient, you agree to reimburse us upon request, and we may collect the amount in the same way as any other amount you owe under this Agreement, including by PAD.

5.4 Transactions Made in Foreign Currencies

Your Credit Limit, Available Credit, Outstanding Balance and payment obligations are in Canadian dollars, regardless of the currency in which a transaction is made.

We will convert transactions made in a Foreign Currency to Canadian dollars using the Mastercard Conversion Rate in effect on the day the transaction is posted to your Credit Account. We will then calculate the Foreign Exchange Service Fee on the converted amount and add it to the Transaction Amount. The total is charged to your Credit Account in Canadian dollars and reduces your Available Credit by that amount. The Mastercard Conversion Rate in effect on the posting date may differ from the rate in effect on the date of the transaction.

If a Foreign Currency transaction is refunded to your Card, the Mastercard Conversion Rate used to convert your refund to Canadian dollars may not be the same as the rate that existed on the date the transaction was refunded. For these reasons, the amount credited to your Credit Account for a refund of a Foreign Currency transaction may be different than the amount that was originally charged, and may be less than the amount that was originally charged. You may also be charged the Foreign Exchange Service Fee on the converted refund amount.

5.5 Setting Spend Limits

For all Cards, Administrators may set Card-specific limits or controls through your Venn Account. A Spend Limit is a control you place on a Card. It does not increase your Credit Limit, and the aggregate of the Spend Limits you set on your Cards may exceed your Credit Limit. Your Available Credit governs in all cases: a transaction within a Card’s Spend Limit will still be declined if your Available Credit is insufficient.

5.6 Designating a Card as a Charge Card

You elect whether a Card is a Charge Card or a Secured Charge Card when you request it, and you may change that designation through your Venn Account. A Card’s designation determines whether its transactions draw on your Credit Account or on your Balance, and determines whether this Agreement or the Secured Charge Card Agreement governs it. The designation of each Card is shown wherever the Card is shown in your Venn Account.

You may change a Secured Charge Card to a Charge Card at any time, provided you have an active Credit Limit that has not been suspended or withdrawn. You may change a Charge Card to a Secured Charge Card only where your Outstanding Balance is zero. Where a change is not permitted, we will tell you why and what is required in order to permit it.

A transaction is processed according to a Card’s designation at the time we process it, which may differ from its designation at the time the transaction was made. Where a Card ceases to be a Charge Card, this Agreement continues to apply to all amounts charged to your Credit Account while it was a Charge Card, and to your Credit Account generally for as long as it remains open.

5.7 Refunds and credits

A refund, reversal or other credit relating to a Card is applied to your Credit Account and restores your Available Credit. It is not paid to you in cash. Where the credit is more than your Outstanding Balance, so that applying all of it would take your Available Credit above your Credit Limit, you have already paid for the purchase being refunded. In that case we will apply the amount that restores your Available Credit to your Credit Limit and pay the excess to your Venn Account.

Where you would prefer a refund to be paid to your Venn Account rather than restored as Available Credit, contact Venn support. We will require your Outstanding Balance to be nil before we do so, and we will decline where the purchase being refunded has not been paid for.

6. Statement Periods and Statements

6.1 Your Statement Period

Your Statement Period is specific to you. It is anchored to the date your Credit Limit is activated, or to another date we assign at onboarding, and it is not aligned to the calendar month. We will tell you your Statement Period when your Credit Limit is activated.

We will produce a Statement at the end of every Statement Period, including where there was no activity during the Statement Period, no amount is owing, and no use has been made of your Credit Limit.

6.2 What your Statement shows

Your Statement will show the Statement Period it covers, the opening and closing Outstanding Balance, the transactions charged and credited to your Credit Account during the Statement Period, any Cashback earned, the Statement Balance, and the Due Date.

You can view and download your Statements through your Venn Account. You may also obtain a statement of activity part way through a Statement Period on request, as is available for other Venn accounts.

6.3 Your Statement Balance

Your Statement Balance is your Outstanding Balance as at the Statement Date. It is fixed on the Statement Date and does not change afterwards. Transactions made after the Statement Date do not change that Statement Balance and will appear on your next Statement, even though they reduce your Available Credit immediately.

The amount you must pay by the Due Date and your Available Credit are therefore different figures, and will usually differ. Your Statement shows the amount you must pay, subject to any credit applied to your Credit Account after the Statement Date, which reduces that amount as described in section 7.1.

6.4 Reviewing your Statement

You are responsible for payment in full of all charges, fees, and Fines. You are responsible for reviewing each Statement promptly. You must notify Venn promptly if you believe that there are any errors on your Statement, and submit any disputes or chargebacks in accordance with section 11.

7. Paying Amounts You Owe

7.1 Your obligation to pay

You must pay 100% of the Statement Balance by the Due Date, being twenty-one (21) days after the Statement Date, less any credit applied to your Credit Account after the Statement Date as described below. There is no minimum payment option, and you cannot carry a balance from one Statement Period into the next.

Transactions you make after the Statement Date do not increase the amount you must pay by the Due Date. Where a refund, reversal or other credit is applied to your Credit Account after the Statement Date, the amount you must pay by the Due Date is reduced by that credit, and we will collect the reduced amount. You are not required, and will not be permitted, to pay more than you owe.

Your obligation to pay the Statement Balance in full by the Due Date applies whether or not a Repayment Trigger you elected under section 7.3 causes a payment to be initiated, and whether or not a payment we initiate is successful. Electing a Repayment Trigger is a convenience. It does not transfer responsibility for payment to us, and it is your responsibility to confirm that the Statement Balance has in fact been paid in full by the Due Date.

7.2 Your Nominated Account and pre-authorized debit

You must nominate an account at a financial institution in Canada from which we may collect amounts you owe (“Nominated Account”) as described in section 7.4, and you must enter into a PAD Agreement authorizing us to debit it. Because the amount of each debit and the date on which it is initiated depend on your Card activity and on the Repayment Triggers you elect, the PAD Agreement authorizes debits of variable amounts on variable dates.

You must notify Venn promptly, and in any event before your next Due Date, if your Nominated Account is closed, if your authority for us to debit it is revoked, suspended or changed, or if you wish to nominate a different account. A change of Nominated Account takes effect only once we have verified the new account. Changing or closing your Nominated Account does not affect your obligation to pay, and does not defer a Due Date.

Your rights in respect of a PAD, including your right to cancel the PAD Agreement and your recourse rights where a debit was not authorized or was not consistent with the PAD Agreement, are set out in the PAD Agreement. Cancelling the PAD Agreement does not cancel your obligation to pay amounts you owe under this Agreement, and we may suspend your Credit Limit where we no longer hold a valid authorization to debit your Nominated Account.

7.3 How payment is initiated

You must elect at least one Repayment Trigger when your Credit Limit is activated. This election is an active choice that you make. We will not select it for you and it will not be applied to you by default. You may elect either or both of the following, and you may change your election through your Venn Account:

• a date-based trigger, being a fixed number of days after each Statement Date on which payment of the Statement Balance is initiated. You may choose 7, 14 or 21 days.
• a threshold-based trigger, being a Repayment Threshold that you choose, so that payment is initiated whenever your Available Credit falls to or below that amount.

A payment initiated by a threshold-based trigger clears your entire Outstanding Balance as at the time it is initiated, including transactions that have not yet appeared on a Statement.

7.4 How payment is collected

When a payment is initiated to your Credit Account, we will first charge the Canadian dollar balance in your Venn Account, in whole or in part. We may convert a balance you hold in a Foreign Currency for this purpose. Where that balance is insufficient to clear the amount due in full, we will collect the remainder from your Nominated Account by PAD. We record the date on which we initiate a PAD separately from the date on which it settles. Settlement of a PAD generally takes one to three Business Days. Where a date or an entitlement under this Agreement depends on when a PAD occurred, including the determination of a Cashback rate under section 8 and the locking of your Credit Account under section 9.2, we use the date on which we initiated the PAD, not the date on which it settled.

7.5 Returned and failed debits

Where a PAD is returned or fails, the payment is reversed and the amount is restored to your Outstanding Balance as though the payment had not been made. Your Available Credit is reduced accordingly. This may happen after a Statement has been produced, after a Due Date has passed, and after Cashback has been determined.

Where a PAD is returned for insufficient funds, we will attempt the debit again automatically. Where a PAD is returned for any other reason, including a closed account or a revoked authorization, we will not attempt it again automatically, and we will contact you to arrange payment.

You remain responsible for the amount owing and for any charges your financial institution applies to a returned or failed debit.

7.6 Paying manually

You may pay the full amount you owe at any time through your Venn Account, whether or not a Repayment Trigger has been initiated.

7.7 Paying while your account is locked or suspended

Where your Venn Account, your Credit Account or your Cards are locked or suspended, you remain able to pay amounts you owe, and we remain able to collect them, including by PAD. Locking or suspension does not relieve you of any obligation under this Agreement.

7.8 Application of payments, and corrections

We may apply payments and credits to the amounts you owe in any order we determine. We may correct an error in your Credit Account, your Outstanding Balance, a Statement, or a determination of Cashback, and will notify you where we do so.

8. Cashback

8.1 How Cashback is earned

You earn Cashback on purchases charged to your Credit Account. Cashback on Charge Cards is calculated and paid separately from any cashback you earn on Secured Charge Cards, and the two are not combined.

The rate of Cashback for a Statement Period depends on when all purchases charged to your Credit Account during that Statement Period, as shown on your Statement for that Statement Period, are cleared in full:

Purchases cleared before the Statement Date are treated as cleared on the Statement Date. Clearance in full may be achieved by any combination of payments and of credits applied to your Credit Account, including a charge to your Venn Account balance followed by a PAD for the remainder under section 7.4, a payment initiated by a threshold-based trigger, a payment you make manually, and a refund or reversal of a purchase made in that Statement Period. Two or more movements that together clear the full amount are not a partial payment.

Where any amount remains unpaid more than 21 days after the Statement Date, no Cashback is earned for that Statement Period. Where clearance depends on a PAD, the date on which we initiated the PAD determines the rate, not the date on which it settled. Where a PAD is later returned or fails and the amount is restored to your Outstanding Balance, Cashback is determined by reference to when the amount is subsequently cleared in full.

8.2 When and how Cashback is paid

Cashback for a Statement Period is paid no earlier than 10 days after all purchases charged during that Statement Period have been cleared in full.

Cashback is paid to your Venn Account. It is not applied to your Credit Account, does not reduce your Outstanding Balance, and does not increase your Available Credit.

Where, at the time Cashback falls due, you owe us any amount that is due and unpaid, we may apply the Cashback to that amount instead of paying it to your Venn Account.

Cashback earned for a Statement Period is shown on the Statement for that Statement Period, whether or not it has yet been paid.

8.3 The nature of Cashback

Cashback is a reward we offer for prompt payment. It is not interest, a fee, a charge, or a penalty. Where you do not earn Cashback, or earn it at the lower rate, no amount is added to what you owe and nothing is charged to your Credit Account. You receive a smaller reward, or none.

We may change or withdraw Cashback, including the rates and the periods set out in section 8.1, by amending this Agreement in accordance with section 19. Cashback is not earned in respect of a purchase that is refunded, reversed or successfully disputed. Cashback that has not yet been paid is forfeited where your Credit Account is closed before it would be paid.

9. Failure to Pay, Locking, Set Off, Collections

9.1 Failure to Pay

Any failure to pay the Statement Balance in full by the Due Date, or to pay any other amount owing under this Agreement when it is due, is a breach of this Agreement and all terms, agreements, and policies incorporated by reference herein.

If you do not pay an amount owing when it is due, or if there is a negative Balance on your Venn Account, Venn may attempt to collect amounts owed from any account linked to your Venn Account, whether or not it is currently connected to your Credit Account. Venn may collect partial payments for unpaid amounts from any linked account, but any partial payment is not a waiver of Venn’s 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 Credit Account or Venn Account that you hold jointly with a third party or open in the future even if your original Credit Account has been closed. Peoples Trust may exercise this right against you or any of its respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of your assets. This right will exist even if Peoples Trust or Venn does not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

You are responsible for all costs or expenses that Peoples Trust or Venn incurs in the process of collecting amounts owed but not timely paid, including legal or collections fees.

9.2 Locking your Credit Account

Where the Statement Balance is not paid in full by the Due Date and no PAD has been initiated, we will lock your Credit Account immediately. While your Credit Account is locked, no further transactions are permitted on any of your Cards.

While any amount remains unpaid after the Due Date, we may also block outbound activity across your Venn Account and all Venn products, including your Secured Charge Cards. Your ability to pay us is not blocked, as set out in section 7.7.

9.3 Collection Escalation Policy

The following schedule of communications applies in every Statement Period, and escalates where the Statement Balance is not paid in full by the Due Date. Any failure to pay 100% of the Statement Balance by the Due Date will result in a series of escalating communications, automated and non-automated, in order to recover all amounts owed. Reminders are not sent, and escalation does not begin, where the Statement Balance has already been paid in full or a payment for the full amount has been initiated.

Venn will attempt to notify you via the following channels, provided that Venn has your contact details and the ability to notify you via the channel. The following escalation schedule is counted in calendar days from the Statement Date. The Due Date is day 21.

Day 7

A payment reminder will be sent to you in the following manner:

• Email
• Notification within Venn account

Day 14

A second reminder will be sent to you by email and within your Venn account, including notice that the period for earning the full rate of Cashback under section 8.1 is about to close.

Day 19

A third reminder will be sent to you by email and within your Venn account. Where a PAD is scheduled, we will confirm the pre-notification of that debit. An authorized Venn representative may contact you.

Day 21 (the Due Date)

Where the Statement Balance has not been paid in full by the end of the Due Date and no PAD has been initiated, your Credit Account is locked in accordance with section 9.2. Cashback for the Statement Period is determined under section 8.1.

Day 24 to Day 35

Automated reminders will continue every 24 hours. In addition, an authorized Venn representative will reach out to you by telephone to assist you in making a payment in the following manner:

• Ask questions to discover the reason of non-payment
• Schedule a time to make a manual payment

You will be notified by an authorized Venn representative that your Account is at risk of being sent to collections and that subsequent steps may include legal action in accordance with the fullest extent allowable under federal and provincial law.

Day 36

You will be notified by all available channels that your Account is being sent to collections, and your Credit Account will be suspended. Outside legal counsel may serve a notice for commencement of legal action to the primary business address by registered mail.

Day 37 and after

Indefinite follow ups every 48 hours until legal proceedings are concluded or payment is made.

10. Changes to Fees

Fees will be disclosed to you when you are approved for a Card and prior to when a Card is issued to you. Fees may be updated, added, or changed upon 30 days’ Notice (though prior notice may not be provided when any Fee is reduced). Notice will be provided to you via email for any fee changes. Fees assessed may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, fees for misuse of the services, or other fees discloses to you. No interest, late payment fee, or returned payment fee applies to your Credit Account as at the date of this Agreement, and no cash advance fee can apply because cash advances are not available. You are responsible for Fees in addition to charges and Fines.

11. Problems with a Purchase and Disputed Charges

You are responsible for reviewing your 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 Statement, such as the 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 raise the dispute through your Credit Account and we will raise a chargeback on your behalf. A chargeback is linked to a single purchase transaction, and you will identify the transaction you are disputing.

You understand that the Venn Mastercard® Charge Card is subject to Mastercard rules regarding chargebacks. Mastercard has established procedures for resolving chargebacks that may require you to provide details of the disputed charge or associated documentation.

A disputed charge remains payable while the dispute is being investigated. Charges relating to disputed charges and chargebacks will be collected on the Due Date if they are pending resolution as of that date. Peoples Trust or Venn may reduce your Credit Limit, or suspend or lock access to your Credit Account or the Services, if you fail to pay charges relating to chargebacks that are pending resolution on the Due Date. No fee is charged for doing so.

We may, at our discretion, credit a disputed amount to you while an investigation is under way. We are not required to do so, and any credit applied during an investigation is provisional. Where the disputed amount has not yet been paid by you, a provisional credit, and a chargeback resolved in your favour, restore your Available Credit and are not paid to you in cash. Where you have already paid the disputed amount, the amount may be credited to your Venn Account instead.

Where a dispute is resolved against you and you have used credit that had been restored to you, your Available Credit may fall below zero and section 5.3 applies.

12. Information, Credit Assessment and Credit Reporting

12.1 Information we use to assess your Credit Limit

In order to assess whether to offer you a Credit Limit, to determine its amount, and to review it while it is in place, we and Venn collect and use information about your business, including:

• transaction and balance information relating to accounts you hold at other financial institutions, obtained through a data aggregation service you authorize or from bank statements you provide;
• your activity on your Venn Account, including your card spend, inflows and outflows;
• searches of personal property security registries and other public registries; and
• reports from consumer and commercial credit reporting agencies, including reports on any individual who provides a guarantee in support of your Credit Limit.

You consent to our collection, use and disclosure of this information for these purposes, and you will provide the information, authorizations and consents we reasonably request. Where you withdraw a consent, or cease to provide access to information we rely on, we may reduce, suspend or withdraw your Credit Limit.

12.2 Ongoing review

We may review your Credit Limit at any time, and will do so where our monitoring indicates a material change in your business or in your payment behaviour. You will provide financial or other information that we reasonably request for this purpose within a reasonable time.

12.3 Decisions based on inaccurate information

Where a decision about your Credit Limit is based on information that you believe is inaccurate or incomplete, you may ask us to review that decision by contacting Venn support, and you may ask us to correct information we hold about you. We will tell you the information the decision relied on, to the extent we are permitted to do so.

12.4 Credit reporting

We may report information about you and your Credit Account, including your Credit Limit, Outstanding Balance and payment history, to commercial credit reporting agencies, and may obtain reports from them, for as long as your Credit Account is open and afterwards as permitted by Applicable Law. Reporting in respect of an individual who provides a guarantee in support of your Credit Limit is governed by that guarantee.

13. Ownership of the Card

Peoples Trust owns all Cards issued on your Credit Account. Peoples Trust has the right to cancel any Card issued on your Credit Account at any time. You must return all Cards to Peoples Trust if Peoples Trust asks you to do so.

14. Assignment and Sale of Amounts You Owe

We may, at any time and in its sole discretion, sell, transfer, assign, delegate or novate any or all of its rights or obligations under this Agreement, including the amounts you owe under it, to any third party, at any time without your consent and without prior notice to you. If we do make such an assignment upon novation, such third party will assume all rights, duties, and liabilities arising under this Agreement, and we will be fully released and discharged from all primary obligations and liabilities to you under this Agreement from the effective date of the novation. This Agreement will remain binding on you and your heirs, executors, administrators, representatives, successors, and permitted assigns.

Amounts you owe under this Agreement are sold to Venn in the ordinary course of this programme. Following such a sale, Venn owns those amounts, services your Credit Account, communicates with you in respect of it, and collects payment from you, and references in this Agreement to “we”, “us” and “our” include Venn in that capacity. You will make payment to Venn, or as Venn directs. A sale or assignment does not change your obligations under this Agreement, does not change the amount you owe, and does not affect any right you have in respect of a disputed charge.

If Peoples Trust sells, transfers or assigns its rights, Peoples Trust can share information concerning your Account with prospective purchasers, transferees, or assignees. In any such case, Peoples Trust will ensure that they are bound to respect your privacy rights in the same manner as Peoples Trust.

15. Notices, Monitoring, and Communication

Communications concerning your account will be made in accordance with the Venn Privacy Policy and the Peoples Trust Privacy Policy, and such agreements apply to any and all communications or disclosures that Peoples Trust is legally required to provide to you.

Providing Information

You will, at all times, ensure that current, complete, and accurate company data and each Authorized User’s personal data is maintained in your Venn Account.

Peoples Trust may require additional information from you at any time, including Company Data (such as copies of government-issued identification, business licenses, or other information related to your business) and Personal Data (such as copies of government-issued personal identification and proof of address) to verify beneficial owners or control persons, validate information you provided, verify the identity of administrators or Authorized Users, or assess Company’s financial condition and business risks. Information we require in order to assess or review your Credit Limit is dealt with in section 12.

Notification of Corporate and Business Changes

Your company must, at all times, be duly organized and remain in good standing under the laws of its jurisdiction of organization.

You will promptly notify Venn in writing if any of the following occur:

• The nature of your business changes significantly;
• There is a change of Beneficial Owners or Control Persons;
• There is a material change in the control or ownership of your business (whether direct or indirect) or you transfer or sell 25% or more of your total assets;
• There is a planned or anticipated liquidation or voluntary bankruptcy or insolvency proceeding;
• You are party to a dispute or are involved in a regulatory proceeding in which claims are asserted that would, if sustained in a legal or regulatory proceeding or alternative dispute resolution forum, result in a material impact to your company’s financial condition;
• You receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of your total assets;
• A security interest is registered against your assets, or you grant or agree to grant security over your assets to another party;
• Your Nominated Account is closed, or your authority for us to debit it is revoked, suspended or changed; or
• You begin engaging in any prohibited activities or restricted activities.

16. Amendments

Peoples Trust may amend this Agreement at any time. If Peoples Trust does amend this Agreement, Peoples Trust will let you know at least 30 days before the amendments come into effect. If your Card or your Primary Account Number is used for a transaction or if any amount owing remains unpaid after this Agreement is amended, you will be deemed to have accepted the amendments Peoples Trust has made to this Agreement.

17. Disclaimer of Warranties and Limitations on Peoples Trust’s Liability

Disclaimer of Warranties: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT AND EXCEPT FOR ANY APPLICABLE WARRANTIES AVAILABLE UNDER APPLICABLE LAW (INCLUDING THE CONSUMER PROTECTION ACT (QUÉBEC)), WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

Limitation of Liability: Except in Quebec, or as expressly required by this Agreement or Applicable Law, Peoples Trust will not be liable to you for performing or failing to perform any obligation under this Agreement, unless Peoples Trust has acted in bad faith. Without limiting the foregoing, Peoples Trust will not be liable to you for delays or mistakes resulting from any circumstances beyond Peoples Trust’s control, including, without limitation, acts of any governmental authority, national emergencies, pandemic, epidemic, public health emergency, communicable disease outbreak, insurrection, war, riots, failure of merchants to perform or provide services, failure of communication systems, or failures of or difficulties with Peoples Trust equipment or systems. Also without limiting the foregoing, Peoples Trust will not be liable to you for damages of any kind (including, any indirect, consequential, exemplary or special damages) for any delay, failure, or malfunction attributed to your equipment, any internet service, any payment system, any customer service function, or if your Card or Primary Account Number is not accepted, or you are unable to access your account, or your Credit Account is locked or suspended in accordance with this Agreement. In the event that Peoples Trust is held liable to you, you will only be entitled to recover your actual and direct damages. In no event will you be entitled to recover any indirect, consequential, exemplary, or special damages (whether in contract, tort, or otherwise), even if you have advised us of the possibility of such damages.

INDEMNITY:  YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS PEOPLES TRUST AND PEOPLES TRUST’S SERVICE PROVIDERS, THEIR RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OTHER REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, INVESTIGATIONS, ACTIONS, SUITS AND PROCEEDINGS BY ANY PERSON, INCLUDING ANY REGULATORY AUTHORITY OR CARD USER (EACH A “THIRD PARTY CLAIM/PROCEEDING”) AND ALL RESULTING LIABILITIES AND OBLIGATIONS (INCLUDING DAMAGES, ADMINISTRATIVE MONETARY PENALTIES, FINANCIAL SANCTIONS, SETTLEMENT PAYMENTS, EXPENSES AND COSTS, INCLUDING LEGAL FEES) ARISING FROM, CONNECTED WITH OR RELATING TO ANY OF THE FOLLOWING: (A) THE USE OF A CARD BY YOU OR ANY OTHER PERSON; OR (B) ANY NEGLIGENCE, MISCONDUCT OR BREACH OF THIS AGREEMENT BY YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE UNDER THIS AGREEMENT OR AT LAW. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFIED PARTIES RETAIN THE RIGHT TO PARTICIPATE (WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE) IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD-PARTY CLAIM/PROCEEDING.

18. Cancelling This Agreement

You may at any time cancel this Agreement by emailing support@venn.ca. Upon Agreement cancellation, your Cards will also be cancelled and you should destroy them immediately.

We may terminate this Agreement, or suspend or close your Credit Account, at any time, with or without cause, at which time you must immediately return the Cards to us or as we direct, provided that if you are not in default of your obligations under this Agreement, we will notify you in writing at least sixty (60) days before the date of termination.

On cancellation, termination, suspension or closure, your entire Outstanding Balance becomes immediately due and payable, whether or not it has appeared on a Statement and whether or not a Due Date has passed. We may charge the balance in your Venn Account for the amount owing and collect the remainder from your Nominated Account by PAD in accordance with section 7.4. Cashback that has not been paid is forfeited.

Despite any cancellation or termination of this Agreement, you must fulfil all of your obligations under this Agreement, including payment of all amounts owing, and this Agreement continues to apply to your Credit Account until your Outstanding Balance is nil.

19. Notification and Change of Terms

Subject to the limitations of Applicable Law, we may from time to time amend any term or condition of this Agreement or add new terms or conditions to this Agreement, including increasing or adding new fees.

As required by Applicable Law, notice of any Amendments will be sent to you at the most recent mailing or email address that we have on record for you. We must, at least thirty (30) days before the Amendment comes into force, send you a written notice drawn up clearly and legibly, setting out the new clause(s) only, or the amended clause(s) and the clause(s) as it (they) read formerly, the date of the coming into force of the Amendment, and your rights set forth below. Notification of any Amendment will also be posted on the Website at least sixty (60) days in advance of the effective date of the Amendment, unless otherwise required by Applicable Law. The change will take effect on the date indicated in the notice. You are responsible for informing us of any change in your mailing or email address by contacting customer service through the in app chat and for checking the Website for such notifications. Notice will be deemed to be received by you five (5) days after mailing, or the next business day after electronic mail.

You may refuse the Amendment and rescind this Agreement without cost, penalty, or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the Amendment comes into force, if the Amendment entails an increase in your obligations or a reduction in our obligations. If you choose to rescind this Agreement, the “Cancelling this Agreement” section of this Agreement will apply, and your Outstanding Balance becomes immediately due and payable. You may notify us by sending notice on the Venn Account (other than notification of a lost or stolen Card, which may only be made by telephone as set out above). Notice will be deemed to be received on the date of delivery of notice to us, as applicable, and the next business day after electronic mail.

20. How to Contact Us

If you have questions regarding the Card, or need to report a lost or stolen Card, you may call customer service at +1 (888) 568-2858, through the in app chat, or via email.

21. Issuer Privacy Policy

21.1 Privacy Policy

Peoples Trust collects, uses and discloses personal information in accordance with our privacy policy. Our Privacy Policy can be found here: https://www.peoplestrust.com/en/legal/privacy-security/privacy/.

By applying for, accepting or using the Card, you consent to the collection, use, disclosure, and retention of your personal information by Peoples Trust and its service providers for purposes relating to your application for the Card and your use of the Card and as otherwise described below and in section 12. The collection of such personal information is necessary for the entering into and performance of this Agreement. Therefore, if you do not consent to the collection, use, disclosure, and retention of your personal information, you may not accept or use the Card. As explained below, you may withdraw your consent at any time by cancelling your Card and all related services from Peoples Trust and paying your Outstanding Balance in full. The restrictions and requirements described herein do not apply to information that is aggregated or otherwise anonymized and does not otherwise identify you.

Peoples Trust employs reasonable safeguards to protect personal information in its possession or control from loss, theft, alteration, and misuse. The safeguards employed by Peoples Trust to protect your personal information are commensurate with the sensitivity, amount, distribution, format, and storage of the personal information. Although technologies can make it easier for fraud to occur, Peoples Trust employs around-the-clock monitoring systems and controls to detect and prevent fraudulent activity. Peoples Trust also builds fraud prevention measures into its due diligence processes and regularly updates Peoples Trust’s fraud detection and prevention methods. While Peoples Trust takes precautions to protect your personal information from loss, theft, alteration, or misuse, no system or security measure is completely secure. Any transmission of your personal data is at your own risk and we expect that you will also use appropriate measures to protect your personal information as well. Peoples Trust maintains physical, electronic, and procedural security measures that comply with Applicable Law to safeguard personal information.

Peoples Trust, Venn and its service providers will collect information about you and Authorized Users (e.g. their name, address, telephone number and date of birth) when you apply for a Card and, if a Card is issued to you, Peoples Trust and its service providers will collect information about you and Authorized Users and your use of the Card and related services, including without limitation information about your Card transactions (e.g. the date, amount and place of each transaction) and your Credit Account (e.g., account number, Credit Limit, Outstanding Balance and payment history) (all collectively, “Cardholder Information”). Peoples Trust and its service providers will collect your Cardholder Information directly from you and from other sources, including without limitation Mastercard, credit reporting agencies, public registries, data aggregation services you authorize, and third-party providers of identity verification, demographic, and fraud prevention services.

21.2 How Peoples Trust Uses, Retains, and Discloses Your Personal Information

Peoples Trust and its service providers will use, disclose and retain your Cardholder Information to process the issuance of your Card (including to verify your identity), to assess and review your Credit Limit, and, if a Card is issued to you, to provide you with services relating to your Card (including to administer your Card and your Credit Account and to process your Card transactions), to protect against fraud and for legal compliance purposes, to perform and enforce this Agreement, to collect amounts you owe, to protect and enforce Peoples Trust’s legal rights and for other purposes required or permitted by applicable law. Peoples Trust will disclose your Cardholder Information to its service providers to assist Peoples Trust to provide services to you and to provide related services to Peoples Trust, and to any purchaser or assignee of amounts you owe under this Agreement.

Peoples Trust and its service providers may use and store your Cardholder Information at facilities in various countries (including Canada and the United States of America). The personal information protection laws of those countries might be different from the laws of the jurisdiction in which you are located, and might permit courts, government, law enforcement and regulatory agencies and security authorities to access your Cardholder Information without notice. The laws on data protection in other jurisdictions, to which Peoples Trust may transfer your information, may differ from those in your jurisdiction and any personal information transferred to another jurisdiction will be subject to law enforcement and national security authorities in that jurisdiction. Subject to these laws, Peoples Trust will use reasonable measures to maintain protections of your personal information that are equivalent to those that apply in your jurisdiction. You hereby give your consent to such cross-border transfers (including to the United States) of such personal information to third parties for the purpose set out above.

Peoples Trust will use and rely on your Cardholder Information to issue and administer your Card and provide related services. Peoples Trust and its service providers will rely on you to ensure that your Cardholder Information is accurate, complete, and up to date. You will promptly inform us of any changes to your Cardholder Information or if you discover any errors in your Cardholder Information through the in app chat or by emailing support@venn.ca or with regards to requests to access information related to you that Venn has obtained. If such information is obtained from providers of identity verification data and demographic information, Peoples Trust will inform you of your right of access and rectification in relation to the file held by the personal information agent and will indicate to you the manner in which and the place where you may have access to the reports or recommendations and cause them to be corrected, where necessary.

Peoples Trust and its service providers may use the Cardholder Information for you and your Authorized Users (including telephone and mobile phone numbers and email addresses) to contact you, including by regular and electronic mail, telephone call (including by pre-recorded or artificial voice messages and automatic telephone dialing systems) and instant messaging, regarding your Card, your Credit Account, amounts you owe, and related matters, regardless of whether you incur any long distance or usage charges as a result.

Peoples Trust and its service providers may monitor and record their communications and correspondence with you (including emails, online chats, and telephone calls) for quality assurance, staff training and legal compliance purposes. With your consent, Peoples Trust and its service providers may share this information for audit related purposes to ensure you are receiving the best possible customer service.

21.3 Other Uses of Your Personal Information

In addition to the foregoing, if you consent to a third party collecting and using your personal information (including Cardholder Information) for their own purposes (not as Peoples Trust’s service provider), including to send marketing and promotional messages to you, then Peoples Trust will not have any control over, and will not be responsible or liable for, the collection, use, disclosure and retention of your personal information by the third party, the marketing or promotional messages that they send to you, or any other wrongful act or omission by the third party.

21.4 Your Right to Access Your Personal Information

You may obtain access to the Cardholder Information Peoples Trust holds about you 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 Peoples Trust’s privacy policies or to withdraw your consent to the collection, use and disclosure of your Cardholder Information and to cancel your Card and all related services from Peoples Trust, contact Peoples Trust below. If you withdraw your consent, Peoples Trust will continue to collect, use, disclose and retain your Cardholder Information, in accordance with applicable law, for as long as may be reasonably required to perform services relating to the cancellation of your Card, to collect amounts you owe, to protect against fraud and for legal compliance purposes, to perform and enforce this Agreement, to protect and enforce Peoples Trust’s legal rights and for other purposes required or permitted by applicable law.

Peoples Trust’s general personal information practices are described in Peoples Trust’s privacy policy, as amended from time to time, available online at http://www.peoplestrust.com/en/legal/privacy-security/privacy/.

22. Third Party Claims

In the event Peoples Trust reimburses you for a refund claim you have made, or if Peoples Trust otherwise provides you with a credit or payment with respect to any problem arising out of any transaction made with the Card, you are automatically deemed to assign and transfer to Peoples Trust any rights and claims (excluding tort claims) that you have, had or may have against any third party for an amount equal to the amount we have paid to you or credited to your Credit Account. You agree that you will not pursue any claim against or reimbursement from such a third party for the amount that Peoples Trust paid or credited, and that you will cooperate with us if we decide to pursue the third party for the amount paid or credited to you. If Peoples Trust does not exercise its rights under this section, Peoples Trust does not give up its rights to exercise them in the future.

23. Governing Law, Language and Interpretation

This Cardholder Agreement will be governed and interpreted in accordance with the laws of the Province of British Columbia and the applicable laws of Canada. You agree that any claim or action brought pursuant to this Agreement will be brought in the exclusive jurisdiction of the courts of British Columbia and this Agreement will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

FOR RESIDENTS OF QUÉBEC ONLY: The parties attorn to the jurisdiction of Québec and this Agreement will be construed in accordance with and governed by the laws of the province of Québec and the laws of Canada applicable in the Province of Québec.

Language:

You acknowledge and agree that a French version of this Agreement was remitted to you, and that the parties have nonetheless required that this Agreement, any communication and all other contracts, documents and notices relating to this Agreement be drafted in the English language. Vous reconaissez avoir reçu une version française de la présente convention, et êtes d’accord que malgré ceci, les parties ont expressément exigé que la présente convention, la communication et tous les autres contrats, documents et avis qui y sont afférents soient rédigés dans la langue anglaise

Section Headings: Section headings in this Agreement are for convenience of reference only, and will not govern the interpretation of any provision of this Agreement.

Severability: If any part of this Agreement is found to be invalid or unenforceable by any court or government agency of competent jurisdiction, that invalidity or unenforceability will not affect the remainder of this Agreement, which will survive and be construed as if such invalid or unenforceable part had not been contained herein.

24. Complaints

If you have a concern or complaint about your Card, including a concern about a determination of Cashback or the locking of your Credit Account, you can contact customer service through the in app chat, via email to complaints@venn.ca, or by filling out the complaint form on the FAQ page at venn.ca. If you are not satisfied with the resolution provided by Venn, you can escalate your complaint to us by calling 1-855-694-6214 or emailing complaints-officer@peoplesgroup.com. You can find our complaint handling procedure on our website (http://www.peoplestrust.com/en/about-us/resolving-your-concerns/). We will do our best to resolve your complaint. The Financial Consumer Agency of Canada (FCAC) supervises all federally regulated financial institutions, which includes trust and loan companies, for compliance with federal consumer protection laws. Trust and loan companies are legally required to have a complaint-handling process in place. If you have a problem with a financial product or service, you may file a complaint with the responsible trust and loan company directly. If you are not satisfied with how your complaint has been handled or 90 days has passed since you made your complaint, you can escalate the complaint to the following External Complaints Body:

Ombudsman for Banking Services and Investments

20 Queen Street West, Suite 2400, P.O. Box 8, Toronto, ON M5H 3R3.

Telephone: 1-888-451-4519 (toll-free). Email: ombudsman@obsi.ca. Website: https://www.obsi.ca/

If you want to know your rights or need information about the complaint-handling process of a trust and loan company, you may contact FCAC by online form, mail, or telephone. FCAC uses information from consumer enquiries to support its mandate. Website: www.canada.ca/fcac.

Online form: https://www.canada.ca/en/financial-consumer-agency/corporate/contact-us.html.

Phone: for service in English 1-866-461-FCAC (3222); for service in French 1-866-461-ACFC (2232); for calls from outside Canada 613-960-4666.

Teletypewriter (TTY): 1-866-914-6097 / 613-947-7771.

Video Relay Service: FCAC welcomes Video Relay Service (VRS) calls. You do not need to authorize the relay service operator to communicate with FCAC. Visit https://srvcanadavrs.ca/en/ to learn more.

Mailing address: Financial Consumer Agency of Canada, 427 Laurier Avenue West, 5th Floor, Ottawa ON K1R 7Y2. Our complaints policy can be found online at: http://www.peoplestrust.com/en/about-us/resolving-your-concerns/.

25. Entire Agreement

This Agreement sets forth the entire understanding and Agreement between you and us, whether written or oral, with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or Agreements with respect to such subject matter.

26. Section Headings

Section headings in this Agreement are for convenience of reference only and will not govern or affect the interpretation of any provision of this Agreement.

27. Severability

If any of the terms of this Agreement are invalid, changed by Applicable Law or declared invalid by order of court or regulatory authority, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been included in this Agreement.

28. Contact Information

If you have questions regarding a Card or need to report unauthorized use of a Card, you may contact us by telephone at +1 (888) 568-2858 or emailing us at support@venn.ca. You may also reach Peoples Trust Company at +1 (888) 568-2858 or write to: 888 Dunsmuir St #1400, Vancouver, BC V6C 3K4 Canada.

The Card is issued by Peoples Trust under license from Mastercard International Incorporated.

Mastercard® is a registered trademark of Mastercard International Incorporated and the circle design is a trademark of Mastercard International Incorporated. All other trademarks and service marks belong to their respective owners.

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