1. Eligibility and Enrolment
(a) Subject to Amex Bank’s approval, Corporation may participate in the Corporate Membership Rewards Program (the “Corporate MR Program”). Amex Bank may, at any time and in its sole discretion, amend the eligibility requirements for participation in the Corporate MR Program.
(b) Amex Bank will establish a Corporate MR account (the “Corporate MR Account”) in the name of Corporation.
(c) Only the following Corporate Cards are eligible for enrolment and participation in the Corporate MR Program: Corporate Green Card, Corporate Gold Card, and Corporate Platinum Card. For greater certainty, no other product offered by Amex Bank is eligible for enrolment and participation in the Corporate MR Program, including, without limitation, Corporate Purchasing Card, Corporate Meeting Card, Central Purchasing Account and Business Travel Account.
(d) At least one Corporate Card must be enrolled in the Corporate MR Program in order to maintain a Corporate MR Account. If no Corporate Cards are enrolled in the Corporate MR Program, Amex Bank may cancel the Corporate MR Account without notice to Corporation.
(e) Only Corporate Cards in good standing (meaning no account is cancelled, past due or otherwise in default under the terms of the agreement between the individual cardmember and Amex Bank (“Cardmember Agreement”) are eligible for enrolment and participation in the Corporate MR Program.
2. Program Owner and PO Card
(a) Corporation must designate one program owner to actively manage the Corporate MR Account on Corporation’s behalf (referred to herein as “Program Owner” or “PO”). Corporation authorizes Program Owner to act on Corporation’s behalf with respect to the Corporate MR Account, and Amex Bank may rely on all directions and information Amex Bank receives from a Program Owner regarding the Corporate MR Account, including, but not limited to, enrolment of Corporate Cards in the Corporate MR Program, cancellation of enrolment of Corporate Cards from the Corporate MR Program and redemption of Corporate Membership Rewards points.
(b) The Program Owner must hold a Corporate Card that is enrolled in the Corporate MR Program, which will be designated the “PO Card”.
(c) Corporation may appoint a designated individual in addition to the Program Owner to perform any and all of the duties of a Program Owner (a “Designee”). The Designee must be appointed in accordance with Amex Bank policy.
(d) Corporation is solely responsible for all actions performed by the Program Owner and the Designee and releases Amex Bank and its parent, subsidiaries and affiliates from any and all liability or loss regarding the redemption or use of rewards, or other participation in the Corporate MR Program as managed or directed by the Program Owner or the Designee.
(e) Corporation is responsible to ensure that, at all times during participation in the Corporate MR Program, the Program Owner is properly designated in accordance with Amex Bank policy. Corporation shall notify Amex Bank of any changes to a Program Owner or a Designee’s authority.
3. Annual Corporate MR Fees
(a) Corporation agrees to pay an annual fee per Corporate Card that is enrolled in the Corporate MR Program (“Per Card Enrolment Fee”). Details of such fees are set out in Schedule 1 to these Terms and Conditions.
(b) The annual Per Card Enrolment Fee will be billed to the PO Card on the Enrolment Date, and thereafter, automatically, each year on the anniversary of the Enrolment Date. The “Enrolment Date” is the day that enrolment processing is completed by Amex Bank at Amex Bank’s sole option and discretion.
(c) The annual Per Card Enrolment Fee is in addition to applicable annual and other fees associated with the Corporate Cards. The annual Per Card Enrolment Fee is subject to applicable taxes. The annual Per Card Enrolment Fee is subject to change.
(d) Corporate Cards are not automatically enrolled in the Corporate MR Program and Corporation must choose to participate and pay the applicable Fees. Corporation is not enrolled in the Corporate MR Program unless Amex Bank sends Corporation a confirmation of enrolment in the Corporate MR Program.
4. Points Calculation
(a) As more fully described in paragraph (b) below, in these Terms and Conditions, “Earn Rate” means $1/1 point, or any other additional earn rate that Amex Bank may offer and for which Corporation is qualified. For greater certainty, the Earn Rate for American Express Corporate Platinum Cards enrolled in the Corporate MR Program is also $1/1 point.
(b) Subject to these Terms and Conditions, points are calculated on each Eligible Purchase. For the purpose of these Terms and Conditions, an “Eligible Purchase” means goods or services that are charged to a Corporate Card enrolled in the Corporate MR Program (“CMR Enrolled Card”) at merchants or within merchant categories determined by Amex Bank in its sole discretion. Categories of merchants may be established based on Amex Bank’s use of merchant category codes or otherwise, as determined by Amex Bank in its sole discretion. Each Eligible Purchase is multiplied separately by the Earn Rate to determine the number of points. Only full points will be earned. A fraction of one point is rounded up from and including .50 points and rounded down if it is less than .50 points. Amex Bank will disregard and not accumulate a fraction of one point that is less than .50 points. For the purpose of calculating points, the Earn Rate of $1/1 point means an Earn Rate of one (1) point for every $1.00 in Eligible Purchases charged to the Corporate Card enrolled in the Corporate MR Program. Here is an example:
For an Eligible Purchase of $69.49, points will be earned as follows:
• Earn Rate of 1 point per $1.00
• (1 x 69.49 = 69.49 rounded down to 69 points)
Total points earned is 69 points
(c) Points will be deducted for each return and adjustment. Each return or adjustment is multiplied by the Earn Rate to determine the number of points to be deducted. Points will be deducted based on the Earn Rate at the time of calculation even though the returns or adjustments may relate to purchases that earned points at a different Earn Rate. A fraction of one point to be deducted will be rounded up or down on the same basis as points earned as described in these Terms and Conditions. Points will be deducted for returns or adjustments from points earned and will also be deducted from future issued points for returns or adjustments which are not fully offset by points earned.
(d) Items submitted to Amex Bank or recognized by Amex Bank’s systems as being purchases or Charges for travellers cheques or foreign currencies, cash advances, balance transfers, Express Cash transactions, annual fees, interest charges and/or other fees or charges are not eligible to earn points.
(e) Points will not accrue for the following:
(i) Charges processed, billed or prepaid prior to the Enrolment Date;
(ii) Charges in relation to promotional offers which we exclude from points accrual; and
(iii) Charges for which we do not receive payment in full for any reason.
(f) Points will not be calculated on a purchase, return or adjustment until it is posted to the applicable Corporate Card. Points earned on purchases or deducted on returns or adjustments in a billing period will not be credited to or deducted from the Corporate MR Account until after the end of the billing period of the applicable Corporate Card.
(g) The Program Owner can access the balance of points in a Corporate MR Account by enrolling the PO Card in My Account and viewing the balance online or calling
1-800-716-6661. The Designee can access the balance of points in a Corporate MR Account by calling 1-800-716-6661. The balance of points will be updated within three to five days after the end of the billing period of the Corporate Card on which the applicable Charges were incurred.
(h) The Corporate MR Account cannot be linked to any other Corporate MR Account or any individual Membership Rewards program account. Points cannot be transferred to or from any other Corporate MR Account or individual Membership Rewards program account. For greater certainty, if a Corporate Card that is enrolled in the Corporate MR Program was previously enrolled in the Membership Rewards Program, any points previously earned and/or accrued by the applicable Cardmember under the Membership Rewards Program cannot be transferred to the Corporate MR Account.
(i) Where a CMR Enrolled Card is past due or in default under the terms of the Cardmember Agreement, no points shall accrue in respect of any transaction until such default is cured.
5. Point Redemption
(a) Points accrued to a Corporate MR Account can only be redeemed by the Program Owner or a Designee. In order to redeem points, the Corporate MR Account must be active (meaning not cancelled by Amex Bank or by Corporation with at least one enrolled Corporate Card).
(b) Except as otherwise permitted by Amex Bank, Corporation should allow a minimum of three business days for Points for Credit and TripFlex rewards to be applied to the PO Card account. Approximately two weeks will be required for the delivery of certificates, tickets or other material for other redeemed rewards. Merchandise rewards may take 4-6 weeks for delivery. Some items may have longer delivery times as indicated in the merchandise description.
(c) For additional information about available rewards, the number of points required for each reward and additional terms, conditions and restrictions with respect to particular rewards and the Corporate MR Program, please call us at 1-800-716-6661 or visit www.americanexpress.ca to log on to your account and access the Corporate MR Account.
(d) If Corporation’s Corporate Card account pursuant to which all Corporate Cards are issued (the “Corporate Card Account”), is no longer in good standing or is under review by Amex Bank for any reason, Corporation may be prevented from redeeming any points in its Corporate MR Account. It will, however, still be eligible to earn points. If Corporation is brought back into good standing within a time period to be determined by Amex Bank in its sole discretion, it will be allowed to redeem its points. If Corporation’s Corporate Card Account is not brought into good standing within a time period to be determined by Amex Bank in its sole discretion, the Corporate MR Account may be terminated and all points will be forfeited.
6. Points for Credit / TripFlex Rewards
(a) Subject to these Terms and Conditions, Corporation may elect to redeem points for a credit against certain balances owing on a Corporate Card. Such redemption is referred to herein as “Points For Credit”. Points for Credit may only be redeemed at the redemption rates and in the increments set by Amex Bank for the Corporate MR Program from time to time. Corporation cannot have Points for Credit reversed once Amex Bank receives and processes Corporation’s redemption request. Amex Bank will not accept requests to redeem Points for Credit for cash, cheque or in any other form. Points have no monetary value. Amex Bank reserves the right to restrict Points for Credit if the CMR Enrolled Card account has or will have a credit balance or in any other circumstances that Amex Bank determines at its sole option and discretion. Notwithstanding the redemption of Points for Credit, it is Corporation’s sole responsibility to pay the applicable amount owing on the CMR Enrolled Card account in accordance with the Cardmember Agreement.
(b) Subject to these Terms and Conditions, Corporation is eligible to redeem points for a credit to a CMR Enrolled Card account for Qualified Travel Purchases under the TripFlex rewards option (“TripFlex rewards”). “Qualified Travel Purchase” means a purchase made using the CMR Enrolled Card at an airline, hotel, car rental company, cruise line, travel agency, tour operator or online travel website submitted by a merchant or recognized by Amex Bank’s systems under an appropriate industry code or identifier for the above-listed categories and includes related taxes, booking fees, airport fees and travel insurance premiums charged to the CMR Enrolled Card. Subject to these Terms and Conditions, the redemption of points will be awarded to Corporation in the form of a credit to the CMR Enrolled Card provided that the Qualified Travel Purchase was originally charged to the CMR Enrolled Card. Corporation must redeem a minimum of 1,000 points at one time. Amex Bank reserves the right to require that any credit to the CMR Enrolled Card account does not exceed the amount of the Qualified Travel Purchase. Points can only be redeemed for credit in respect of a Qualified Travel Purchase once it has been posted to the CMR Enrolled Card account and must be redeemed within 12 months after it has been posted to the CMR Enrolled Card account. Points cannot be redeemed in respect of a Qualified Travel Purchase once 12 months have elapsed from the date it was posted to the CMR Enrolled Card account. Amex Bank reserves the right to further restrict the time frame in which Qualified Travel Purchases are eligible for reimbursement through certain redemption channels. Amex Bank reserves the right to restrict credits if the CMR Enrolled Card account has or will have a credit balance or in any other circumstances that Amex Bank determines at its sole option and discretion. The CMR Enrolled Card account may not be credited until a subsequent billing period after the original Qualified Travel Purchase was charged to the CMR Enrolled Card account. Corporation may not withhold any payment due on the CMR Enrolled Card account based upon Corporation’s expectation of receiving a future billing statement credit. Qualified Travel Purchases are subject to the applicable terms, conditions, exclusions, limitations and fees established by the suppliers of the Qualified Travel Purchases.
(c) If Corporation redeems Points for Credit or TripFlex rewards, a credit will appear on the CMR Enrolled Card billing statement identified as “Rewards Redemption Credit”
7. Limitation of Liability and Additional Terms
(a) All rewards are subject to availability and restrictions may apply as to when rewards can be redeemed. In the case of merchandise rewards that Amex Bank provides and that are not available, Amex Bank reserves the right to substitute merchandise that Amex Bank determines is of equal value or credit Corporation’s Corporate MR Account at Amex Bank’s sole option and discretion. Redeemed rewards are not refundable, exchangeable, replaceable or transferable for cash or credit unless specifically permitted by these Terms and Conditions. Corporation is solely responsible for determination of any tax liability arising out of earning or redemption of points. Corporation is subject to and must comply with any additional terms, conditions and restrictions that apply to rewards.
(b) Points in a Corporate MR Account that have been redeemed for any reward in the Corporate MR Program cannot be transferred back into the Corporate MR Account.
(c) By redeeming a reward, Corporation releases Amex Bank, its parent, subsidiaries and affiliates from any and all liability to Corporation, Cardmembers or any other person or entity regarding the redemption of points, the receipt or use of any reward or other participation in the Corporate MR Program. Amex Bank is not responsible for lost or stolen rewards, certificates or tickets (including without limitation gift cards or merchandise rewards).
(d) For certain rewards, Corporation may be required to sign an additional waiver releasing Amex Bank and the rewards supplier from all liability. Failure to sign this waiver may result in cancellation of the reward.
(e) Any additional meals, transportation or accommodation arrangements (or other incidental expenses) made in connection with redeeming or taking advantage of any reward will be the sole responsibility of Corporation. Unless otherwise stated, alcoholic beverages, any applicable taxes, gratuities and transportation to and from a reward destination are not included.
(f) Amex Bank, its parent, subsidiaries and affiliates are not responsible whatsoever for Qualified Travel Purchases or any obligation in connection with their operation or any expense, loss, injury, damage, delay, accident or any other matter whatsoever, however suffered or caused, directly or indirectly arising out of participation in a Qualified Travel Purchase including, without limitation, (i) failure or delay by the supplier of a Qualified Travel Purchase or any other person to redeem rewards or to provide any goods or services (including without limitation any travel, transportation or accommodation services), for whatever reason; or (ii) any changes to a Qualified Travel Purchase with or without notice. Corporation agrees therefore not to make any claims against Amex Bank for any matter connected in any way with a Qualified Travel Purchase. All recourse for any and all liability in connection with a Qualified Travel Purchase is against the third party only. Amex Bank also cannot be held responsible or liable for how merchants submit charges to Amex Bank, how those charges are recognized by Amex Bank’s system and whether or not or to what extent such charges are eligible to earn points or considered Qualified Travel Purchases or categorized as Eligible Purchases.
(g) To the extent permitted by applicable law, Amex Bank, its parent, subsidiaries and affiliates will not be liable to Corporation or any third party for any incidental, indirect, consequential, special, punitive or exemplary damages of any kind whatsoever arising from or in connection with the Corporate MR Program, points, rewards or Qualified Travel Purchases (whether in contract, tort, strict liability, products liability or otherwise), including, without limitation, lost revenues, loss of profits or loss or interruption of business. In no event shall Amex Bank be liable to Corporation for any delay in or failure to perform due to causes beyond our control, including, without limitation, any act of God or any act or omission of a third party.
(h) The sections under the heading Limitation of Liability and Additional Terms in these Terms and Conditions will survive termination of Corporation’s participation in the Corporate MR Program.
8. Insurance Programs
Cardmember insurance programs may not apply or will only apply in respect of flights, accommodations, car rentals or other reward redemptions taken with redeemed points pursuant to the terms and conditions of such insurance coverages. See the applicable insurance certificate for details of whether or not such insurance programs will apply and provide coverage.
(a) If Corporation’s Corporate Card Account is not in good standing and is not brought back into good standing within a time period to be determined by Amex Bank in its sole discretion, the Corporation’s Corporate MR Account will be terminated and the points forfeited.
(b) Amex Bank reserves the right to terminate the Corporate MR Program with three (3) months prior notice. During the three month notice period, Amex Bank may cancel, change or substitute some or all of the then-current rewards. The right of Corporation to earn points and redeem accumulated points will terminate at the end of such three-month period.
(c) To cancel enrolment in the Corporate MR Program, Corporation must submit a Corporate MR Account cancellation form in the form approved by Amex Bank.
(d) Amex Bank may cancel or reverse any points not properly issued.
(e) Amex Bank may refuse to issue points or redeem rewards or Amex Bank may cancel points in or deduct points from the Corporate MR Account or previously redeemed by Corporation if Amex Bank has reason to believe that Corporation caused or allowed a breach of the conditions of use of a Corporate Card or a breach of these Terms and Conditions, if any Corporate Card is not in good standing or for any other reason. Except as otherwise provided in these Terms and Conditions, points that were deducted from the Corporate MR Account, or points cancelled, reversed or not issued because a Corporate Card was not in good standing, will not subsequently be issued if the Corporate Card returns to good standing. At our discretion we may, but are not obligated to offer special promotions or additional opportunities to earn points at the rate and on the terms and conditions as we may determine from time to time.
(f) Amex Bank reserves the right to cancel, change or substitute rewards at any time with or without notice. Required point levels for rewards are subject to change without notice.
(g) Amex Bank reserves the right to change these Terms and Conditions at any time without notice. Additional American Express Corporate Cards or existing Cards as Amex Bank may determine from time to time may be added to the Corporate MR Program. Amex Bank may introduce fees or change the fees that Amex Bank charges for participation in the Corporate MR Program or for optional services. Amex Bank may change the rate at which Corporation earns points or otherwise change the calculation of points. Amex Bank may change the termination notice period set out in section 9(b) of these Terms and Conditions.
(h) Fraud or abuse relating to the earning of points in the Corporate MR Program or redemption of rewards may result in forfeiture of earned points as well as cancellation of a Corporate MR Account.
(i) Points earned in the Program Account do not constitute property of Corporation and are not transferable except as permitted in accordance with these Terms and Conditions. Points have no cash or monetary value. For greater certainty, Points for Credit and TripFlex rewards permitted by these Terms and Conditions and the redemption rates for Points for Credit and TripFlex rewards will not be considered as a cash or monetary value of points or the Corporate MR Program.
(j) If Corporation withdraws enrolment from the Corporate MR Program or otherwise cancels the Corporate MR Account, any points earned will be forfeited. Corporation can have forfeited points reinstated if it re-enrols in the Corporate MR Program and any applicable Fee are submitted within one (1) month of Corporate MR Account cancellation. However, points remain subject to any restrictions on transferring as set out in these Terms and Conditions.
(k) In the event that Corporation ceases all or substantially all of its operations for any reason, or Corporation or its parent entity undergoes any liquidation or dissolution or insolvency or files any bankruptcy proceedings or similar proceeding with respect to its business, Corporation’s Corporate MR Account will be immediately terminated and the points will be instantly forfeited.
(a) Asserting a Claim. The parties agree to use commercially reasonable efforts to settle any Claim within 30 days following the time that a Claim is raised or shorter time period as either party may determine. All Claims will be resolved exclusively by arbitration in accordance with this section 10, except as otherwise provided for herein. “Claim” means any claim, dispute, or controversy between Corporation and Amex Bank whether contractual, extra-contractual, tortious or statutory arising from or relating to this agreement or the relationship resulting from this agreement, including the validity or enforceability or scope of this section 10. Claim also includes any claim, dispute, or controversy that may arise from or relates to Amex Bank’s ordinary business practices, policies and procedures.
(b) Arbitration. A Claim that is not resolved directly between the parties will be resolved in accordance with this section 10 and the National Arbitration Rules (Rules) of ADR Institute of Canada, Inc. (Administrator) or its successors or replacement Administrator. For a copy of the Rules, to file a Claim or for other information about the Administrator contact: ADR Institute, 234 Eglinton Avenue East, Suite 500, Toronto, Ontario M4P 1K5; e-mail firstname.lastname@example.org. Before the initiation of any Claim Amex Bank has the right to change or replace the Administrator or the Rules in its sole discretion.
(c) Small Claims Court Proceedings and Complaint Procedures. Notwithstanding anything to the contrary in this section 10, Corporation may pursue any Claim without resort to arbitration in a small claims court of the province or territory of Corporation’s main business office in Canada, so long as the Claim is individual, within the jurisdiction of and pending only in that court.
(d) Consolidation. The parties agree that the individual arbitration provides a more efficient and cost effective method of resolving Claims than court litigation. All Claims will be arbitrated on an individual basis. Claims brought by Corporation against Amex Bank or by Amex Bank against Corporation may be joined, heard one after the other or consolidated as the arbitrator may direct in arbitration with Claims brought by or against someone other than Corporation, if agreed to in writing by all party establishments. The parties further agree that the arbitrator will have no jurisdiction or authority to consider any Claim brought on a class action or representative party basis.
(e) Arbitration Procedures and Appeal. The arbitrator will take reasonable steps to preserve the privacy of individuals and of business matters. Where the Claim being arbitrated is for an amount less than $50,000.00, there will be no oral discoveries subject to the discretion of the arbitrator to direct otherwise. The arbitrator’s decision will be final and binding. However, where an appeal is not prohibited by statute, any party can appeal the award to an appeal panel administered by the Administrator, which will consider anew any aspect of the initial award objected to by the appealing party. Where the award under appeal is for $50,000.00 or less, the appeal will be to a single appeal arbitrator and where the award under appeal is for more than $50,000.00, the appeal will be to a three-member appeal panel. The appealing party will have 30 days from the date of entry of the written arbitration award to notify the Administrator that it is exercising the right of appeal. The Administrator will then notify the other party that the award has been appealed. The Administrator will appoint the appeal panel that will conduct arbitration in accordance with the Rules and issue its decision within 120 days of the date of the appealing party’s written notice. The decision of the three-member appeal panel will be by majority vote. The appeal decision will be final and binding and there will be no further appeal. The appeal decision will be considered as a final award.
(f) Location of Arbitrations/Payment of Fees. Any arbitration hearing that Corporation attends will take place in the province or territory of Corporation’s main business office in Canada. If Corporation does not have a business office in Canada, then the arbitration hearing will take place in Toronto, Ontario. The arbitrator and, where applicable, the appeal panel shall be entitled to fix the costs and expenses of the arbitration, including reasonable legal fees, the costs and expenses of the arbitration and appeal, and the fees of the arbitrator, appeal panel and Administrator.
(a) All questions or disputes regarding eligibility for the Program or the eligibility of points for earning or redemption of rewards, will be resolved by Amex Bank in its sole discretion.
(b) Corporation agrees to notify Amex Bank of any discrepancies regarding the Corporate MR Program, the Corporate MR Account, points, Earn Rates and Eligible Purchases within 12 months of the date that the points to which the discrepancy relates is credited to or deducted from the Corporate MR Account. Otherwise, Corporation’s point balance will be considered accurate except for cases where Corporation received an incorrect, improper or unfair benefit pursuant to these Terms and Conditions.
(c) Corporation and Amex Bank expressly request and require that those Terms and Conditions and all other related documents be drafted in English. Les parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
(d) The headings to each section of these Terms and Conditions are added for convenience and do not change the meaning of any provisions of these Terms and Conditions.
(e) All provisions of the Agreement remain in full force and effect.
(f) In case of any conflict between the provisions contained in these Terms and Conditions and the provisions contained in Agreement, the provisions contained in the Agreement shall prevail.
Schedule 1 – Annual Corporate MR Fees
As at the date of these Terms and Conditions, the following fees are applicable to the Corporate MR Account:
Per Card Enrolment Fee*
$99.00 annually per enrolled Corporate Card
* Per Card Enrolment Fee not applicable on American Express Corporate Platinum Card.
Corporate Membership Rewards Terms and Conditions (02/2012)