Driver App Terms and Conditions

1. By accessing and using the WEX Motorpass Driver Application (“Driver Application”), you agree to be legally bound by these Terms of Use. Certain features of the Driver Application such as Pay At Pump may be subject to additional terms which should be read in conjunction with these Terms of Use. The term “User” refers to a WEX Motorpass card or account holder who accesses the Driver Application, including you.

2. WEX Motorpass cards are issued by Wex Australia Pty Ltd ACN 005 970 570 (“WEX”).

3. The Driver Application is operated by WEX and hosted by The Online Fuel Company Pty Ltd ACN 645 132 047 (“OFC”).

Your use of the Driver Application

4. The Driver Application is available for use by WEX Motorpass card or account holders.  You must ensure that your registration details are true and correct. By using the Driver Application, you confirm you are a WEX Motorpass customer.  WEX will validate each registered user as being genuine WEX Motorpass card or account holders.  You acknowledge that WEX may discontinue your registration and access to the Driver Application if such validation is not successful.
5. WEX grants you a non-exclusive, non-transferable, limited license to access and use the Driver Application under these Terms of Use. The Driver Application content includes but is not limited to text, data, reports, opinions, images, photos, graphics, graphs, charts, animations and video (the “Content”). Except as otherwise permitted under these Terms of Use, you agree not to copy, reproduce, modify, create derivative works from, or store any Content, in whole or in part, from the Driver Application or to display, perform, publish, distribute, transmit, broadcast or circulate any Content to anyone, or for any commercial purpose, without the express prior written consent of WEX.
6. You agree to use the Driver Application in accordance with these Terms of Use and only for lawful purposes, and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of this application by any third party. Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within the Driver Application.
7. WEX may collect personal information about you in connection with the access to and use of the Driver Application.  When you use the Driver Application you consent to WEX accessing your location data by enabling location services on your device’s operating system. Please refer to our Privacy Policy for details of how we collect and handle personal information. By agreeing to these Terms of Use you agree to the terms of the Privacy Policy set out in the Driver Application.
8. If you do not want WEX to access information about your location you should de-activate the location services functionality by using your device settings. If you do so, the location services, Pay At Pump and other services within the Driver Application may not be available to you.

Pay At Pump

9. WEX is the payment provider for the purpose of processing transactions through the Driver Application.
10. When you use the Pay At Pump feature to purchase fuel:
    1. you will be prompted to identify the participating fuel site, the number of the fuel pump you intend to use, the grade of fuel and the maximum pre-authorisation value of your purchase. You are responsible for inputting the correct values of these items and WEX will not be liable for any errors made by you;
    2. If the fuel pump selected by you is available the Driver Application will seek to validate that you have sufficient funds for the maximum pre-authorisation value you specified.
    3. If such validation is provided the Driver Application will authorise the fuel pump and communicate to you that you may commence dispensing fuel at the nominated pump;
    4. You will be charged for the quantity of fuel actually dispensed from the fuel pump. This may differ from the amount of any pre-authorisation. You will not be permitted to try to purchase more fuel than the pre-authorisation value;
    5. If such validation is not provided, you may submit subsequent requests at lower pre-authorisation amounts through the Driver Application. If the Driver Application cannot obtain pre-authorisation then you will not be permitted to purchase fuel via the Driver Application.
11. You must notify WEX in accordance with the terms and conditions applicable to your Motorpass account if you become aware of any unauthorised use of your account or if the security of your Motorpass account is compromised in any way. This may include if your mobile device on which the Driver Application is stored is lost or stolen.

Payment

12. You must register your Wex Motorpass card in your Driver Application to use the Pay At Pump function to purchase fuel.
13. You authorise WEX to charge the Wex Motorpass card linked to your Driver Application for fuel purchases requested by you in accordance with these Terms of Use.
14.  By submitting a request for pre authorisation of a transaction, you authorise a temporary pre-authorisation hold for the amount of the transaction. You understand that a pre-authorisation hold puts a temporary hold on the funds that would otherwise be available using your Wex Motorpass card until such time as the transaction has cleared.
15. You acknowledge that registering a Wex Motorpass card in your Driver Application creates a digital instance of that card. This means that you must cancel that card if your mobile device on which the Driver Application is stored or your physical card is lost or stolen.
16. All prices in the Driver Application shall be shown, and charged, in Australian dollars, and shall be inclusive of GST and any other applicable taxes.

Offers displayed in the Driver Application

17. These terms apply to every Offer displayed in the Driver Application.
18. By using the Driver Application, you agree that Merchants may from time to time choose to publish Offers for their products and services directly to you in the Driver Application (“Merchant Offering”).
19. A “Merchant” is a third party that sells, supplies and/or provides the Merchant Offering.  As the provider of the Driver Application, WEX does not own, create, resell, provide, control, manage, offer, deliver or supply Offers or Merchant Offerings.  Merchants alone are responsible for their Offers.  When Users redeem an Offer (by displaying the barcode to the cashier at the time of the transaction) they are entering into a contract directly with the Merchant.  WEX is not and does not become a party to or other participant in any contractual relationship between Merchants and Users.
20. WEX has no control over and does not guarantee the existence, quality, safety, suitability or legality of the contents of an Offer.  WEX does not endorse any Merchant or Offer.
21. Offers are capable of being, and permitted to be, redeemed only whilst you are physically located at the Merchants’ retail location advertising the Offer and only for immediate transaction.  It is not permissible to redeem an Offer for later use.  Staff at Merchant retail locations are trained to inspect the timestamp displayed in the Driver Application evidencing the time that the user selects “Redeem Deal” to verify compliance with this requirement.       When you have closed out of the screen displaying the barcode for an Offer, the Driver Application treats the Offer redemption as complete.  As Merchants may set limits on the number of redemptions an individual User may make of a particular Offer, you may not be able to access the particular Offer again. Please ensure therefore you proceed immediately to complete the transaction with the Cashier after selecting “Redeem deal” in the Driver Application without closing out of the screen displaying the barcode.
22. Merchants may set one or more conditions and parameters with respect to their Offers.  Each Offer card in the Driver Application displays the relevant additional terms and conditions for that Offer.  Relevant conditions may include the following (without limitation):
    1. An Offer may be valid for redemption for a limited period of time – the period of time remaining for redemption is specified in the Offer card.  If you do not redeem the Offer within the period for redemption, it will expire automatically.  It cannot be redeemed after the redemption period – even if you have saved it in the “My Saved Deals” wallet in the Driver Application.
    2. A Merchant may permit only a limited number of redemptions for any particular Offer – the number of redemptions remaining for an Offer is specified on the Offer card.  Once the maximum number of redemptions of an Offer has been reached, the Offer will expire automatically.  It cannot be redeemed anymore – even if you have saved it in the “My Saved Deals” wallet in the Driver Application;
    3. An Offer may not be redeemed in conjunction with any other Offer (whether displayed in the Driver Application or otherwise);
    4. An Offer may specify that it can only be redeemed if particular specified minimum purchase conditions are met (such as a minimum volume of fuel or an in-store spend);
    5. A limit on the number of Offer redemptions or frequency of Offer redemptions may be specified for an individual User or in a transaction.
23. The Driver Application does not record any product restrictions that may apply to your WEX Motorpass card.  As a result, you may be presented with Offers in the Driver Application for products that are restricted products for the purposes of your WEX Motorpass card.  You will not be able to use your WEX Motorpass card to pay for those products.
24. The reproduction of an Offer (or Offer card) is prohibited (for example, you may not create a “screenshot” of an Offer or Offer card).  The commercial trade of an Offer or Offer card is prohibited.
25. Merchants may withdraw, vary or cancel Offers that have not yet been processed at any time.  “Processed” in this context means the User has selected “redeem deal” in an Offer card and presented the barcode to the cashier as part of paying for the relevant transaction.  In addition, fuel price offers displayed in the Driver Application may (and in some locations are likely to) change multiple times during the day and there is no guarantee that an Offer displayed will remain available when you arrive on Site.
26. You promise not to provide false data in relation to an Offer, including false names, addresses and/or contact details or allow anyone else to do so.
27. If you redeem an Offer, but the Merchant has not properly provided you with the Merchant Offering, or if you have a complaint regarding the provision of the Merchant Offering, you must take action against the Merchant directly. This is because the Merchant, and not WEX, is responsible for the supply and/or provision of the Merchant Offering.
28. Please note that the Merchant, and not WEX, is (a) the seller, supplier and/or provider of the Merchant Offering; (b) the party who enters into a contract with the User when the Offer is redeemed; and (c) solely responsible for providing the User with the Merchant Offering and for the Merchant Offering itself.  Under no circumstances is OFC or WEX acting as the agent of the Merchant.

Driver Application operation

29. The Driver Application may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. WEX is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by OFC or WEX of such Third-Party Services.
30. Due to the nature of the Internet, OFC and WEX cannot guarantee the continuous and uninterrupted availability and accessibility of the Driver Application. WEX may restrict the availability of the Driver Application or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Driver Application.
31. The Content is the exclusive property of WEX or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Driver Application and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the “Marks”) displayed on the Driver Application may be registered or unregistered marks of WEX or others. Nothing contained on the Driver Application should be construed as granting any license or right to use any of the Marks displayed on the Driver Application without the express written permission of WEX or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited. To request permission to use any Content please contact WEX.

Liability and Disclaimer

32. The Content and the Driver Application are provided “as is”, without any warranties. WEX and OFC do not make any guarantees or warranties as to the accuracy, completeness, timeliness or currentness of or any pricing information or Content to be obtained from, accessing and using the Driver Application, nor any material that can be accessed (via a direct or indirect hyperlink or otherwise) through the Driver Application. To the maximum extent permitted by law, WEX and OFC hereby disclaim any and all warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or use and of noninfringement. Neither WEX or OFC shall be liable to the user or anyone else for any inaccuracy, delay, interruption in service, error or omission, regardless of cause, or for any damages resulting therefrom.
33. Specifically, where the Driver Application displays fuel retail price information (known as the board price or the price available to the market generally not as part of a special offer), that information has been supplied to us by either a third party having data of recent fuel transactions or the relevant government transparency scheme operating in the location of the retail fuel site.  We request updates on fuel retail prices from our sources regularly.  However, if a retail fuel site has changed price between updates, that new price will not appear in the Driver Application until our next update (assuming the price change is properly communicated to our source of prices).
34. You agree that, to the maximum extent permitted by law, neither OFC or WEX will be liable for any loss, property damage, personal injury or death that may arise from or in connection with your use of the Driver Application, Pay At Pump function or Content except to the extent that this is caused by OFC’s or WEX’s negligence, fraudulent or unlawful act or omission.
35. You agree that, to the maximum extent permitted by law, OFC and WEX exclude and will not be liable for any indirect or consequential loss or damage you may suffer.
36. OFC and WEX do not promise the completeness, fitness for purpose or legality of any Merchant Offering. OFC and WEX are not liable for the quality, safety, usability or any other aspect of any Merchant Offering.
37. You are responsible for the security of your device. You agree to promptly update, and keep updated, the operating system and security software for your device when released by the device or system provider.
38. OFC and WEX will not be liable for any failure by the Driver Application to operate as intended where that failure is caused by an event beyond our reasonable control, such as a failure of telecommunications networks, weather events, natural disasters or road closures.

Anti-hacking Provision

39. You expressly agree not to use the Driver Application in any manner or for any purpose that is prohibited by these Terms of Use. In addition, you expressly agree not to:
    1. use the Driver Application for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation;
    2. use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Motorpass Application or any Content found on or accessed through the Driver Application without prior express written consent;
    3. obtain or attempt to obtain through any means any materials or information on the Driver Application that have not been intentionally made publicly available either by their public display on the Driver Application or through their accessibility by a visible link on the Driver Application;
    4. in any way bypass or circumvent any other measure employed to limit or prevent access to the Driver Application or its Content;
    5. violate the security of the Driver Application or attempt to gain unauthorized access to the Driver Application, data, materials, information, computer systems or networks connected to any server associated with the Driver Application, through hacking, password mining or any other means;
    6. interfere or attempt to interfere with the proper working of the Driver Application or any activities conducted on or through the Driver Application, including accessing any data, Content or other information prior to the time that it is intended to be available to the public on the Driver Application; or
    7. take or attempt any action that, in the sole discretion of the Driver Application’s operators, imposes or may impose an unreasonable or disproportionately large load or burden on the Driver Application or such operation’s infrastructure.

Compliance with Laws

40. You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Driver Application. If we become aware, through a complaint or otherwise, of any potential or suspected violation of these Terms of Use, we may conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation we may suspend access to the Driver Application to any customer being investigated and/or remove any material from our servers.
41. These Terms of Use are governed by the laws in force in Victoria. You and we submit to the non-exclusive jurisdiction of the courts of Victoria.
42. You are entirely liable for activities conducted by you in connection with your browsing and use of the Driver Application. If you are dissatisfied with the Content or the Driver Application or with these Terms of Use, your sole and exclusive remedy is to stop using the Content and the Driver Application. Neither OFC or WEX will pay you any damages in connection with your browsing or use of the Driver Application.

Copyright and Trademark Notices

43. All contents of the Driver Application are Copyright 2023 by WEX and/or its affiliates. All rights reserved.

Variation to terms

44. WEX may change these Terms of Use at any time with not less than 30 days’ prior notice unless a shorter period is required to comply with laws. The most current version of the Terms of Use will be posted at https://www.wexinc.com/motorpass/app-terms-conditions and the “Legal Stuff” section of the Driver Application.
45. Your use of the Driver Application after any changes have been posted will constitute your agreement to the modified Terms of Use and all of the changes. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of this application after changes are posted constitutes your acceptance of these Terms of Use as modified by the posted changes.
46. A reference in these Terms of Use to WEX or OFC includes a reference to their related bodies corporate and affiliates.

Term and Termination

47. These Terms of Use commence when you first access and use the Driver Application and continue until terminated in accordance with these Terms of Use.
48. You may cease using the Driver Application at any time by deleting the application from your mobile device.
49. We may terminate these Terms of Use and suspend or prevent your access to the Driver Application if:
    1. you breach any provision of these Terms of Use;
    2. you have provided any false or misleading information to us;
    3. you fail to make any payment due under these Term of Use or the terms applicable to your linked Wex Motorpass account; or
    4.  we cease to operate the Driver Application.

Before you apply for an Account you should read this document and the Fee Schedule carefully and take reasonable steps to procure that any Additional Cardholder does likewise. You and any Additional Cardholder should also read the Important Security Information and the Privacy Notification, which appear at the end of this document.

1 Application of Terms

1.1 The Account and all Cards are offered to you on the terms set out in this document (which includes the Important Security Information and Privacy Notification at the end of this document) and the Fee Schedule. The Terms govern the use of any Card and all transactions on the Account.

1.2 You agree to be bound by these terms on the occurrence of any of the following;

(a) signing an application form referring to these Terms;

(b) making an online application for an Account and, as part of that online application, agreeing to these Terms;

(c) by the first use of your Account (this may be by a transaction initiated by you or an Additional Cardholder).

1.3 If you do not agree to the Terms:

(a) cut any physical Card that we have provided to you in to two pieces; and

(b) Delete any virtual Card from your mobile device that we have provided to you, and inform WEX that you wish to close your account. If you do this your Account will be closed.

2 Use of Cards

2.1 We may require you to activate a Card prior to use. If we do, instructions on how to activate a Card will be provided to you with the Card.

2.2 You authorise us, subject to clause 9, to charge to your Account any transaction using a Card.

2.3 Cards may only be used to purchase goods and/or services supplied by a Merchant where those goods or services will be used wholly or predominantly for business purposes.

2.4 A Card must not be used:

(a) to purchase goods and/or services that will be used wholly or predominantly for personal, domestic or household purposes;

(b) for any unlawful purpose;

(c) by any person other than you or an Additional Cardholder;

(d) if there is a Nominated Vehicle, to purchase any goods or services that are not related to the Nominated Vehicle.

2.5 We may refuse a transaction using a Card:

(a) if the Card or your Account has been closed, cancelled or suspended under clause 11;

(b) if the transaction would cause the Expenditure Balance to exceed the Expenditure Limit;

(c) to protect you or us from fraud or other loss; or

(d) where we have reasonable grounds to believe that:

(i) the Card is being used in the circumstances described in clause 2.4; or

(ii) the transaction will breach the law of Australia or any other country.

2.6 Each Card is our property and remains so at all times. Unless otherwise provided for under these Terms, you must not alter, modify or deface a Card. You must return to us or Delete (as applicable) a Card immediately on any demand or request being made by us or in any other circumstances set out in these Terms.

2.7 Cards are not transferable.

2.8 Expired cards must be destroyed or Deleted, as applicable.

3 Additional Cardholders

3.1 You can ask us to issue Cards to other persons you nominate for the purpose of charging transactions to your Account. These persons will be known as Additional Cardholders.

3.2 When you ask us to issue Cards to an Additional Cardholder, you represent and warrant to us that to the best of your knowledge and belief (having made due inquiries) the Additional Cardholder is 18 years of age or older.

3.3 If a Card is issued to an Additional Cardholder, all transactions authorised by the Additional Cardholder will be treated as having been authorised by you and you will be responsible for them.

3.4 You can cancel an Additional Cardholder’s authority to charge transactions to your Account by following the instructions in the online service centre, contacting us by telephone at 1300 366 109 or email to enquiries@wexaustralia.com. You must destroy or Delete the Card and we may request that you satisfy us (acting reasonably) that this has been done.

3.5 You remain liable for an Additional Cardholder’s transactions until you notify us in writing under clause 3.4.

3.6 You are responsible for ensuring that Additional Cardholders comply with the Terms and that a copy of the Privacy Notification has been provided to each Additional Cardholder.

4 Expenditure Limits

4.1 We will notify you of the Expenditure Limit at the time you open the Account.

4.2 We may vary the Expenditure Limit in accordance with clause 16.

4.3 You must not allow the Expenditure Balance to exceed the Expenditure Limit. If it does:

(a) we will charge you a fee as set out in the Fee Schedule; and

(b) you must immediately pay us the amount by which the Expenditure Balance exceeds the Expenditure Limit.

4.4 You can ask us to increase your Expenditure Limit (either permanently or temporarily). If we agree to your request, we may charge you a fee as set out in the Fee Schedule.

5 Fees and charges

5.1 You must pay us the Fees in the amounts and at the times set out in the Fees Schedule or as otherwise specified in these Terms.

5.2 All Fees payable by you under these Terms will be charged to your Account and will appear on your statement of account.

5.3 You are responsible for all government duties, rates, taxes and charges now, or in the future, charged on or otherwise payable in connection with your Account, any amount payable under the Terms, any transaction entered into in relation to a Card (except in the circumstances set out in clause 9.3) or the supply of anything under the Terms or in connection with your Account. These amounts will be charged to your Account and appear on your statement of account.

5.4 We may introduce new Fees or change existing Fees in the circumstances set out in clauses 16 and 17.

6 Invoicing and payment of amounts charged to your Account

6.1 We will send you statements of account at the frequency selected by you in your application or as otherwise notified by us to you. Each statement of account will state a payment due date which will be a specified number of days after the date of that statement as specified in the application or otherwise notified by us to you.

6.2 The statement will show the total amount owing being:

(a) amounts charged to your Account during the period covered by that statement (including transactions using a Card and Fees incurred during the statement period); and

(b) any unpaid amount from previous statements; less

(c) any refunds or other credits to your Account during the period covered by the statement.

6.3 You must pay the total amount owing shown on your account statement in full no later than the due date set out in the statement of account provided that any overdue amount set out in your statement must be paid immediately.

6.4 The total amount owing must be paid even if you have disputed transactions or amounts shown in the statement of account. To dispute a transaction or amount shown in the statement of account see clause 7.

6.5 You can pay us using the methods set out in your statement of account.

6.6 If you do not pay the total amount owing shown on your statement in full by the due date shown within your statement, we will charge the late payment fee (set out in the Fee Schedule) to your Account.

6.7 You should only pay us the total amount owing shown on your statement. If you do pay us more we will apply it towards amounts that are charged to your Account after the date of payment or to any amounts you owe us. If no further amounts are charged to your accounts with us before your accounts are closed, we will return this amount to you.

6.8 Payments will not be treated as being received until their value is credited to your Account. All payments and part payments received will be first applied against any overdue amounts and then to any current balances on your Account.

6.9 You must make all payments in full without deduction for set-off or counterclaim (including any claim relating to a disputed transaction).

6.10 We can set-off any amounts we owe you against amounts you owe us.

6.11 All payments must be made in Australian currency.

6.12 If you pay us in a currency other than Australian dollars we can convert the amount you pay into Australian dollars at the rate and cost determined by us acting reasonably. After conversion, if the funds are less than the amount you owe us, you agree to pay us the difference. You also agree to pay us any costs or losses we incur in converting the payment into Australian dollars.

6.13 If a payment in connection with the Terms is unenforceable then we are immediately entitled to the rights we had to the money owing by you immediately before the payment.

6.14 If you make an Other Payment (as defined in clause 29 below) to us we will hold the amount of that Other Payment on bare trust for you on the terms of this clause 6.14. We have no obligations as trustee other than to deal with the Other Payment in accordance with this clause 6.14. We can apply by way of set off at any time that Other Payment or any part of it in or towards satisfaction of any amounts you owe us. We shall give you reasonable notice before we exercise this right. We have no obligation to pay or otherwise apply the amount of that Other Payment to you or for your benefit, and no debt is due and payable by us to you in respect of that amount, other than:

(a) where your Account is cancelled or closed in accordance with these Terms and we apply by way of set-off that Other Payment or any part of it in or towards satisfaction of any amounts you owe us; or

(b) where your Account is cancelled or closed in accordance with these Terms and you owe no obligations to us.

7 Disputed transactions

7.1 It is your responsibility to check your account statement carefully as soon as you receive it and immediately notify us of any errors or unauthorised transactions.

7.2 You must provide all information that we reasonably request to allow us to consider your claim. This may include statutory declarations and copies of any dockets or receipts.

7.3 We will investigate your claim and advise you in writing of the outcome of our investigation. If we decide that your Account has been incorrectly charged, we will adjust your Account.

8 Lost or stolen Cards

8.1 You must immediately notify us by phone or in writing if:

(a) a Card is lost or stolen;

(b) a device storing a virtual Card is lost or stolen; or

(c) you have not received a Card we have sent you.

8.2 If you notify us by phone you must give us notice in writing of the time, date and person you spoke to.

8.3 If a Card is lost or stolen, you may request a replacement Card. We may refuse to provide you with a replacement Card if we reasonably consider that you or an Additional Cardholder has failed to exercise reasonable care.

9 Your liability for the transactions on the Account

9.1 Except in the circumstances set out in clause 9.3 you are liable for all transactions charged to the Account (regardless of whether the transaction is made by you or an Additional Cardholder).

9.2 Your liability under clause 9.1 includes where an amount is charged to the Account in connection with a Card that:

(a) is used in the circumstances described in clause 2.4 or in any other way that is not permitted under the Terms;

(b) is used by an Additional Cardholder where you have withdrawn the Additional Cardholder’s authorisation but we have not been notified of that withdrawal in accordance with clause 3.4;

(c) is lost or stolen, or a device storing a virtual card is lost or stolen and the transaction occurs before you have given us notice or you do not give us notice that the Card or device is lost or stolen;

(d) is suspended or cancelled and the amount is charged to the Account before the Card is suspended or cancelled or after the Card is cancelled if that Card is not destroyed, returned to us;

(e) has a PIN, but a Merchant does not accept PINs as a means of authorising a transaction, unless you have given us prior notice that your Card or device has been lost or stolen;

(f) you or the Additional Cardholder have not signed (where the Card includes a signature panel), or the Card does not include a name and or signature panel and the transaction arises through the fraudulent or unauthorised use of the Card, unless you have given us prior notice that your Card or device has been lost or stolen;

(g) you, or an Additional Cardholder, fail to ensure that transaction details are correct.

9.3 WEX will be liable for transactions charged to the Account incurred as a consequence of our fraud, gross negligence, mistake or wilful misconduct.

9.4 You must provide us with any evidence we ask for that is reasonably necessary to support any claim for limited liability within 10 Business Days of us asking for it under this clause 9.

10 Default

10.1 You are in default if:

(a) a payment required to be made under these Terms is not made on time;

(b) you or a guarantor is insolvent, goes into bankruptcy, voluntary administration, other insolvency process or arrangement, or no longer has legal capacity;

(c) any of the following circumstances occur and have a Material Impact:

(i) enforcement proceedings are taken against you or a guarantor or your or their assets by another creditor;

(ii) you cease, suspend or threaten to cease or suspend a substantial part of your business;

(iii) you, an Additional Cardholder or a guarantor has not complied with the law or any requirement of a statutory authority;

(iv) you, an Additional Cardholder or a guarantor give us information or make a representation or warranty to us which is materially incorrect or misleading (including by omission);

(v) you or an Additional Cardholder use a Card in breach of clause 2.4;

(vi) you, an Additional Cardholder or a guarantor do not provide us with information we reasonably require (for example information required to meet our obligations under applicable laws).

10.2 If you are in default we will send you a default notice specifying the default, and if it can be remedied, how it may be remedied and how long you have to remedy it.

10.3 If you do not remedy the default within the time specified in the default notice or if it is not capable of remedy then immediately on receipt of the notice:

(a) all amounts that have been charged to your Account and all other amounts which are due for payment or will become due for payment (including amounts which have been accrued or charged but not yet charged to your Account) will become immediately due and payable; and

(b) we may close your Account, cancel all Cards and exercise our rights under the Terms and at law.

10.4 You must pay us all reasonable enforcement expenses we or our agents incur in exercising our rights because of your default, and we may charge those expenses to your Account.

11 Closure of your Account and cancellation of a Card

11.1 You may close your Account by giving us 10 Business Days’ notice by following the instructions in the online service centre, contacting us by telephone at 1300 366 109 or email to enquiries@wexaustralia.com.

11.2 We may close your Account:

(a) by giving you 10 Business Days’ notice in writing; or

(b) effective immediately in the circumstances set out in clauses 10.3(b), 14.3 and 15.2.

11.3 If we close your Account, we will also cancel all Cards (which may include deactivating your virtual Cards).

11.4 If a Card is cancelled:

(a) you must cease using that Card immediately, or take reasonable steps to procure that the Additional Cardholder who holds that Card immediately ceases using it;

(b) You must destroy or Delete the Card and we may request that you satisfy us (acting reasonably) that this has been done;

(c) you will remain liable for amounts charged to your Account in connection with the Card in accordance with clause 9.

11.5 If your Account is closed:

(a) all amounts owing by you under these Terms become due and payable (including amounts that have been accrued or charged but not yet debited to your Account);

(b) you must cease using all Cards immediately, and must take reasonable steps to procure that any Additional Cardholders immediately cease using all Cards;

(c) You must destroy or Delete all Cards and we may request that you satisfy us (acting reasonably) that this has been done.

11.6 We may at any time without notice:

(a) suspend either or both of your Account and your, or an Additional Cardholder’s, right to use a Card; or

(b) cancel or Delete a Card,to protect you or us from fraud or other loss, if we consider it necessary to meet our obligations under applicable law, where we have reasonable grounds to believe that your use of our services breaches the laws of Australia or any other country or if you are in default under clause 10.1. We will advise you as soon as practicable if we do so. Until any suspension is lifted, you and some or all of your Additional Cardholders (as appropriate) may not use the suspended Account or Card. The suspension of your Account or Card does not otherwise affect or limit your obligations under these Terms.

12 You indemnify us

12.1 You agree to indemnify us, our directors, officers and agents (“indemnified parties”) against any losses, liability, damages, costs or expenses:

(a) incurred by any indemnified party arising out of, or in connection with, a breach by you of the Terms; or

(b) arising from any transaction which you are liable for under clause 9 or your fraud, except to the extent arising from the fraud, negligence, mistake or wilful misconduct of us, our employees, officers, agents or contractors.

12.2 In this clause, “you” includes a person who we reasonably believe to be you, or an Additional Cardholder.

12.3 This indemnity is a continuing obligation independent of your other obligations under the Terms. It continues after these Terms end. It is not necessary for us to incur expense or make payment before enforcing the indemnity.

13 Our liability to you

13.1 We are not liable to you or any Additional Cardholder for any liability, damages or loss arising from, or any costs or expenses relating to any of the following (except to the extent resulting from or caused by our fraud, gross negligence, mistake or wilful misconduct):

(a) the suspension or cancellation of a Card;

(b) the suspension or closure of your Account;

(c) any refusal by us to accept a transaction using a Card;

(d) any refusal by a Merchant to accept a Card;

(e) if your card has a PIN, a Merchant does not accept a PIN as a method of authorising a transaction, unless, prior to that transaction, you have given us notice in writing that your Card has been lost or stolen;

(f) any goods or services acquired in connection with the use of a Card;

(g) any unauthorised transaction (except in the circumstances set out in clause 9.3) or any fraud or dishonesty of anyone other than us or our officers, agents or employees;

(h) any exercise or attempted exercise of, failure to exercise, or delay in exercising, a right, power or remedy under the Terms;

(i) any loss sustained by you as a result of us taking action under the Terms or your failure to meet your obligations;

(j) any failure by you or an Additional Cardholder to comply with these Terms;

(k) any loss of an indirect, special or consequential kind; or

(l) Force Majeure or any other event or circumstance that we cannot reasonably control.

13.2 We do not exclude or limit the application of any legislation where to do so would contravene the legislation or cause any part of these Terms to be void. Liability for a breach of any provision implied by law that cannot be excluded is limited to replacement of goods (in the case of goods) or resupply of services (in the case of services).

14 Bond

14.1 We may ask you to pay an amount as a bond for your Account where we consider it is reasonably necessary to manage our credit or security risk . We may apply the bond towards any amount that you owe us under these Terms.

14.2 We may change the amount we require from you as a bond from time to time in accordance with clause 16, where we consider it is reasonably necessary to manage our credit or security risk.

14.3 If you do not provide a bond (or any additional amount of bond we call for) within five Business Days of us asking for it, we may close your Account or cancel your Card in accordance with clause 11.

14.4 We will keep your bond while your Account remains open (unless we decide to return part or all of it earlier). We will not pay you any interest on the bond, and we do not hold the bond on trust for you.

14.5 Once your Account is closed, we will return the bond to you once we are satisfied that:

(a) you have requested the return of the same amount as the bond you paid to us;

(b) you do not owe us any amount under these Terms; and

(c) you have either destroyed or Deleted all Cards or returned them to us.

15 Guarantee

15.1 We may ask you to arrange for a third party to guarantee your obligations under these Terms, where we consider it is reasonably necessary to manage our credit or security risk.

15.2 If you do not provide us with the guarantee we ask for, we may close your Account or cancel your Card in accordance with clause 11.

16 Changes to these Terms

16.1 Subject to clause 16.3 and to clause 17, we may vary these Terms at any time by giving you not less than 30 days’ notice unless a shorter period is required to comply with laws.

16.2 In varying this agreement under clause 16.1, we can only make the following changes:

(a) introduce a new Fee (except where clause 17 applies) or change the amount or method of calculation of any Fee;

(b) changes which we reasonably consider will benefit you, are neutral to you, or are not materially adverse to you;

(c) changes that are administrative or minor, or correct a mistake or omission; and

(d) reasonable changes that reflect changes to our business, services, products or technological systems, but are not materially adverse to you.

16.3 We may vary these Terms at any time without notice and with immediate effect where we need to make any of the following changes:

(a) change the Expenditure Limit or the amount of any bond or guarantee where:

(i) it is necessary to protect you or us from fraud; or

(ii) we consider it is reasonably necessary to manage our      financial, credit or security risk;

(b) change the frequency with which we send you statements of account or the number of days after the date of the statement of account that payment is due (the due date) where we determine it is reasonably necessary having regard to the risk associated with your Account;

(c) changes required to be made to your Account, your invoicing frequency, payment terms or these Terms in order to manage or protect our risk including, without limitation, our financial, credit or reputational risks; and

(d) changes required to be made to comply with any law or guidance or requirements of a regulator or our insurer(s).

16.4 Where we vary the Terms under clause 16.3 we will provide you with notice of the change as soon as reasonably practicable.

16.5 Notice required under this clause 16 will be given in accordance with clause 19.

17 Additional Services and Products

17.1 We may offer you additional services and products from time to time (Additional Services).

17.2 If Additional Services are subject to additional terms and conditions or Fees (Additional Service Terms), we will publish them on our website at wexinc.com/motorpass.

17.3 If this document is in force at the time an Additional Service is introduced, we will also provide you with written notice of the Additional Service Terms.

17.4 Subject to clause 17.6, Additional Service Terms become legally effective and binding and are incorporated into these Terms upon publication under clause 17.2 or notification to you under clause 17.3 (if applicable), whichever occurs first (the Effective Date).

17.5 If there are additional Fees associated with any Additional Services, these will be deemed to have been added to the Fee Schedule on the Effective Date.

17.6 If You or any Additional Cardholder accesses or uses any Additional Service, you will be deemed to have accepted the relevant Additional Service Terms. If you do not wish to be bound by the Additional Service Terms, you must close your Account in accordance with clause 10.

18 Changes in your information

You must promptly notify us in writing of a change in your name or address. We will not be responsible for any errors or losses associated with a change in your particulars if we do not receive notice or adequate notice of the change.

19 Service of notices

19.1 When we send you a notice or statement, we may do so by any of the following:

(a) by mail addressed to you at your last known address;

(b) by email to the address notified by you to us; or

(c) by posting the information for retrieval on our website after notifying you by email that it is available.

19.2 When you send us a notice, you may do so by any of the following:

(a) by mail addressed to Client Services Manager, GPO Box 5342 Melbourne VIC 3001; or

(b) by email to the address notified by us to you.

19.3 A notice or statement will be deemed to have been received:

(a) in the case of delivery by post, three Business Days after the date of posting;

(b) in the case of delivery by hand, when delivered; and

(c) in the case of delivery by email, when sent to the computer system or the email account (without receiving an unsuccessful send report from the sender’s email server) during business hours.

19.4 Any notice received, or taken to be received, on a day that is not a Business Day or after 4pm (AEST) on a Business Day is taken to be received at 9am (AEST) on the following Business Day. Any notice, demand or other communication may also be given or made in accordance with any method, procedure or requirement permitted under any applicable law. For the purpose of providing notice, our contact details are (unless we notify you otherwise):

(a) Client Services Manager, GPO Box 5342 Melbourne VIC 3001

(b) Phone: 1300 366 109

19.5 For the purpose of providing notice, your contact details are (unless you otherwise notify us in accordance with clause 18) the details provided in your application for the Account.

20 Return of Card

20.1 If you are required to return your Card under these Terms for any reason, please mail it to Client Services Manager, GPO Box 5342 Melbourne VIC 3001.

21 Assignment of rights

21.1 You cannot assign your rights or obligations under the Terms.

21.2 We may assign, transfer or otherwise deal with our rights and obligations under the Terms. We will give you at least 14 days prior notice of such an assignment, transfer or other dealing with a third party. This will not affect your rights or obligations under these Terms.

21.3 You consent to us disclosing any information or documents relating to you we consider necessary to assign our rights and obligations, manage the assigned Terms and assess your total liabilities to us.

22 Exercise of our rights

If we decide not to exercise a right, remedy or power, this does not mean we cannot exercise it later.

23 Effect of legislation

Any present or future legislation which varies our obligations in the Terms so as to adversely affect our rights, powers or remedies is excluded, except to the extent that its exclusion is prohibited by law.

24 Void or unenforceable terms

24.1 If a court or any other tribunal or authority finds any of the Terms to be void or unenforceable, the remaining Terms continue to apply.

24.2 This clause has no effect if it would alter the basic nature of these Terms or is contrary to public policy.

25 Applicable law

25.1 The Terms are governed by the laws in force in Victoria. You and we submit to the non-exclusive jurisdiction of the courts of Victoria.

26 Force Majeure

26.1 If a party is prevented from carrying out its obligations under the Terms as a result of a Force Majeure Event, it will promptly notify the other party. While the Force Majeure Event continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

26.2 The party prevented from carrying out its obligations as a result of the Force Majeure Event must take all action reasonably practicable to resume performance and mitigate any loss associated.

26.3 If a party is prevented from carrying out its obligations due to a Force Majeure Event for a period of three months or more, we can close your Account with 30 days’ prior written notice.

27 Provision of information

27.1 You agree to provide any information or documents we may reasonably request about you or an Additional Cardholder to enable us to meet our regulatory requirements including any regulatory and compliance obligations under certain international laws, rules and obligations (“Our Obligations”).

27.2 To meet Our Obligations, we may need to:

(a) disclose your personal information to third parties to understand the risks associated with providing an Account to you;

(b) delay, block or refuse transactions where we have reasonable grounds to believe that the transaction(s) breaches Australian law or the law of any country;

(c) from time to time, require additional information from you (including, without limitation, identification for any relevant individuals, including, if applicable, individuals of a partnership) to assist us in meeting Our Obligations and you agree to provide us this additional information, and you agree that you must not initiate, engage in or effect a transaction that may be in breach of Australian law or the law of any other country.

(d) Any personal information provided to us under this clause 27.2 will be handled in accordance with our Privacy Policy available at https://www.wexinc.com/en-au/privacy/.

28 Electronic communication and e-signatures

28.1 You agree that, to the extent you provide us with any documentation or other communication by electronic transmission, we are entitled to rely upon and accept that documentation or communication as an original document or communication to the extent necessary.

28.2 You acknowledge and agree that your application (including your agreement to these Terms) and any other documentation required to be signed by you in relation to the use of your Card or Account or under these Terms, may be executed by electronic signature, which is considered as an original signature for all purposes and has the same force and effect as an original ‘wet-ink’ signature. You agree that an ‘electronic signature’ includes, without limitation, faxed or electronically scanned and transmitted versions of an original signature or the use of an e-signature software that uses a digital identifier.

29 Definitions

Account means the account we set up in your name to record transactions using any Card and any Fees payable by you under the Terms.

Additional Cardholder means a person, of 18 years of age or more, nominated by you to be issued with a Card.

Additional Services has the meaning given in clause 17.1.

Additional Service Terms has the meaning given in clause 17.2.

Business Day means a weekday including local public holidays but excluding holidays observed on a national basis.

Card means any card (including any plastic or virtual card) issued by us to you or an Additional Cardholder that allows you or an Additional Cardholder to charge transactions to your Account.

Delete means, in relation to a virtual Card, to delete or remove the Card from the device or application in which the Card is stored or hosted, in accordance with the functionality of the device or application and any instructions we may provide to you from time to time.

Effective Date has the meaning given in clause 17.4.

Expenditure Balance means, at any time, the total of all amounts that have been charged to your Account but which have not been paid.

Expenditure Limit means the amount notified by us to you from time to time in accordance with clause 4.

Fee Schedule means the monthly management charge as notified to you from time to time and the other fees shown at https://www.wexinc.com/motorpass/savings-fees/charges-explained/ from time to time.

Fees means any fees or charges that are payable by you under the Terms.

Force Majeure Event means any event beyond the reasonable control of the party effected by it including an act of God, earthquake, cyclone, fire, explosion, flood, drought or other natural disaster, war (declared or undeclared), invasion, act of a foreign enemy, acts of terrorism, nuclear disaster, pandemic, epidemic, a labour dispute other than a labour dispute that only involves the party’s personnel, confiscation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority, but excluding changes in law.

Material Impact means a material impact on:

(a) your ability to meet your obligations under this Agreement;

(b) our credit or security risk (or our ability to assess these);

(c) our legal risk.

Merchant means a person authorised by us or our agent to accept a Card as the means of payment in relation to the supply of goods and/or services by that person.

Nominated Vehicle means the vehicle (if any) specified on the Card.

Other Payment means a payment to us in excess of the balance on the Account or other amounts due and payable to us, which payment also includes the amount remaining at any time after any set-off by us.

PIN means the personal identification number linked to your Card (if applicable). Not all Cards have a linked PIN.

Terms means the terms set out in this document (which includes the Important Security Information and Privacy Notification at the end of this document), any applicable Additional Service Terms and the Fee Schedule.

We and us means WEX Australia Pty Ltd and its successors and assigns.

You means the holder of the Account and in relation to the Important Security Information and Privacy Notification also includes the Additional Cardholder.

IMPORTANT SECURITY INFORMATION

Below are a series of important security tips you should follow when using your Card.

You are liable for any Cards we have issued on your Account, and for their use.

You are responsible for keeping all Cards, including any Personal Identification Number (PIN), safe and for ensuring they are only used in accordance with these Terms. We strongly encourage you to apply security settings (including a PIN or biometric security setting) to any device on which a virtual Card is stored or hosted.

If we include a name on a Card, it must be used by that person (the cardholder). You may not transfer the Card to a person other than the cardholder.

Where the Card includes a signature panel, the cardholder must immediately sign the Card in the marked space when they receive it, before they use it.

You must destroy or Delete invalid cards. If your Card (the invalid card) permanently ceases to be valid (for instance, if the expiry month has passed or it is materially damaged), or if you receive a Card which replaces the invalid card, you must destroy or Delete the invalid card.

PRIVACY NOTIFICATION

By applying for and using a Card you are providing personal information to enable us to assess your application for a Card. Without this information, we may not be able to process your application.

By submitting the Application, or using the Card, you agree that, subject to the Privacy Act 1988 (Cth), for the primary purpose of assessing your application and administering the Card arrangements, we may:

(a) give to a credit reporting agency personal information about you contained in the Application or otherwise lawfully acquired by us and which is permitted to be kept on a credit information file;

(b) obtain a credit report containing information about you from a credit reporting agency for the purpose of assessing your application or for the purpose of collecting overdue payments relating to your Account;

(c) give your personal and/or financial information to a credit reporting agency for the purpose of conducting periodic reviews of your credit and financial arrangements after we have provided you with an Account. We will conduct these reviews periodically for as long as your Account remains active;

(d) exchange information about you with any credit providers named in your commercial credit report issued by a credit reporting agency:

(i) to assess an application by you;

(ii) to notify other credit providers of a default on your Account by you;

(iii) to exchange information with credit providers as to the status of your Account including where you are in default; or

(iv) to assess your financial worthiness, and you understand that the information exchanged can include anything about your financial worthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988 (Cth);

(e) produce the Application or a reproduction of it as evidence of this Application for a Card and agreement to the Terms;

(f) use your personal information for additional purposes including planning, product development, partner offers, promotions and customer research;

(g) provide you with, or arrange for one of our partners to provide you with, marketing information including special offers for Cardholders (if you do not wish to receive any marketing offers, please notify us at enquiries@wexaustralia.com);

(h) exchange information (including your personal information) about you with your nominated referees or any person or organisation who has introduced you to us;

(i) in the case of a Card that is co-branded or fully branded with a WEX partner, unless you have told us that you do not wish to receive any marketing offers, disclose and exchange any information about you (including but not limited to your personal information and any consents obtained) and once approved, information about your Account and use of the Card to that partner and to enable that partner to provide you with marketing including offers, promotions and customer research;

(j) disclose and exchange your information (including your personal information) to any of our related entities, alliance partners, referral partners and service providers (whether based in Australia or otherwise), and once approved, disclose and exchange information about your use of the Card or Account to any of those parties for the purposes of providing your Card or Account and any other services under these terms and conditions;

(k) disclose and exchange to any of our related entities, alliance partners, referral partners and service providers (whether based in Australia or otherwise) including (without limitation) bankers, electronic interface switch providers, fleet management partners, roadside assist service providers, printers, insurance companies, mail houses, solicitors, auditors, professional advisers and debt recovery agents with whom we have a contract such of the personal information as is necessary by us to enable us to provide and manage your Account or (unless you have told us that you do not wish to receive any marketing offers) to promote or improve our or their products and services; or

(l) disclose your personal information to the organisations referred to in (a) to (k) above located overseas. These organisations may be located in the United States, Singapore, India, New Zealand and Europe. By agreeing to these Terms you consent to the disclosure of your personal information to such organisations. You acknowledge that those organisations may not be subject to any privacy obligations or principles similar to the Australian Privacy Principles and that they may be subject to a foreign law that could compel the disclosure of personal information to a third party. Your right to seek redress will depend on the laws of the relevant country. You can withdraw your consent at any time by 10 business prior written notice to us at the address below.

We acknowledge that you can, without charge, request a copy of your personal information about you held by us by writing to us at WEX Australia Pty Ltd GPO Box 5342 Melbourne VIC 3001. You can obtain more information about how we collect, store, use and disclose personal information by accessing our Privacy Policy on our website at https://www.wexinc.com/en-au/privacy/

WEX Australia Pty Ltd ABN 68 005 970 570

Effective 22 September 2023