1.2. Services, Olympus Pay Banking or Gemba Services means all products, payment services, other services, content, features, technologies, or functions offered by us and all websites associated with us and our activity as a service provider, applications (including the App), and services (including the Website).

1.3. Program Services: Stripe Payments Europe, Limited and Stripe Payments UK Limited offer card program management services.

1.4. Authorized Payment Services:  the Authorized Payment Services will be provided by:

(i) Stripe Payments UK, Limited ("SPUKL") for cardholders established in the United Kingdom ("UK") or Switzerland, and the SPUKL Authorized Payment Services terms will apply; or

(ii) Stripe Technology Europe, Limited ("STEL") for cardholders established in the European Economic Area ("EEA"), and the STEL Authorized Payment Services terms will apply.

1.5. Issuer: SPUKL is authorized by the relevant Payment Method Provider to issue Cards to Stripe cardholders in the UK and Switzerland, and STEL is authorized by the relevant Payment Method Provider to issue Cards to Stripe cardholders in the EEA. SPUKL or STEL (as applicable) is the issuer of the Cards and the E-money held on the Cards.

1.6. Card Based payment instrument issuer (CBPII): refer to the Card issuer, via the card network, operated by Stripe.

1.7. Price List means the price list and the fees payable to Us for the provision of the Services. It is noted within these terms and conditions that Gemba Finance Ltd has two separate price lists, - a General Price List and a Special Price List, hereinafter jointly referred to as the Price List. The Price List forms an integral part of these Terms and Conditions and also governs the legal relationship between You and Us.

1.8. General Price List means the general price list setting down the fees which apply to Gemba Users if they do not have the Special Price List.

1.9. Special Price List means the price list setting down the fees applied only to you and available online in Your Gemba Account.

1.10. Gemba Account means the payment account You have opened with Us in accordance with these Terms and Conditions for the use of our services by you in exchange for the funds you pay us.

1.11. Card means any code, identification number, or other credential (including any token or proxy) issued by Stripe, linked to a Gemba Account, enabled for transactions over the card network operated by the relevant Payment Method Provider and accessed in the form of a physical or virtual payment card.

1.12. Terms and Conditions means an agreement on the provision of services which defines the terms and conditions of (a) the issuing of Commercial Card and (b) the use of Program Services provided by Issuer. The Terms and Conditions mean these Terms and Conditions collectively with the Price List and the Privacy Policy and our terms of use.

1.13. Disputed Transaction means a Transaction that Cardholder has reported as erroneous or unauthorized in accordance with these Terms and Conditions.

1.14. Transaction means a request initiated by a holder to make a payment to a merchant for the purchase of goods or services using a Card. 

1.15. Transaction Amount means the total monetary amount of a Transaction.

1.16. Denominated Currency means: (i) euro for Cardholders established in the EEA; (ii) GBP for Cardholders established in the UK; or (iii) as may otherwise be specified by Stripe from time to time.

1.17. You: Refer to the Gemba account holder and Commercial Card holder.

2.1. These terms and conditions govern the issuing of Commercial Card provided to you by Authorised Payment Institution GEMBA FINANCE LTD, registered in the United Kingdom of Great Britain under registration number 11040011, with its legal address: Level 39, One Canada Square, Canary Wharf, London, England, E14 5AB, who has been granted authorisation to carry on payment services from 13 March 2019 (FCA Firm Reference number: 804853) and Electronic Money Institution Stripe.

2.2. As a Gemba account holder you are able to apply for a Commercial Card, which is issued and managed by:
for UK Cardholders: Stripe Payments UK Limited, which is an electronic money institution authorized by the Financial Conduct Authority (firm reference number: 900461) for the issuing of electronic money. Cards are issued under the Visa card scheme pursuant to a license from Visa Europe Limited;
for European Cardholders: Stripe Technology Europe Limited, an electronic money institution authorized by the Central Bank of Ireland (firm reference number: C187865). Cards are issued under the Visa card scheme pursuant to a license from Visa Europe Limited.
Accordingly, all references to "Issuer" in this Agreement will be deemed to be references only Stripe (as applicable) to the extent that they refer to the conduct of activities which constitute Authorized Payment Services.

2.3. By applying for a Commercial Card, you agree that your Gemba General and Gemba Commercial Card Issuing Terms and Conditions and Stripe Issuing Terms and Conditions: EU &UK are applicable.

3.1. Your card will be a Commercial Card issued over the card network operated by Issuer and accessed in the form of a physical or virtual payment card.

3.2. You can only use your Card for commercial purposes (which means the payment of business expenses), and not for personal, family, or household purposes.

3.3. We’ll reissue Commercial Card if the card scheme changes or for other reasons, such as your corporate card expires, you ask for a replacement, a cardholder changes, the card scheme rules change, or new technologies or ways of using your card are introduced.

3.4. We’ll issue a Commercial Card in the name of those you authorise to operate a Gemba account.

3.5. Commercial card may be issued to multiple card holders authorized by Gemba account holder.

3.6. Only the person in whose name Commercial Card is issued can use this card.

3.7. Only cardholders may be able to use Virtual Card on a mobile, tablet or computer instead of their physical card.

3.8. Virtual Card details will be stored on the device in an encrypted manner. When we refer to a cardholder, we also mean card details stored on these devices.

3.9. You must use your Commercial Card in accordance with these Terms and Conditions and Issuer Terms and Conditions governing its issue and use. Issuer Commercial Card Program Agreement - EU & UK is available at: https://stripe.com/gb/issuing/commercial-card/legal.

3.10. All Commercial cards are GBP or EUR denominated (according to the Clause 2.2. of these Terms and Conditions).

3.11. You must notify Gemba without undue delay via our support line by sending your email to [email protected] on becoming aware of the loss, theft, misappropriation or unauthorised use of your Commercial Card.

3.12. You can make notifications under Clause 3.11. of these Terms and Conditions free of charge. Gemba may charge a fee for the issuance of replacement Commercial Cards.

3.13. You must take all reasonable steps to keep secure Cards, account numbers and Card security features (including the CVV and PIN). 

4.1. You and Issuer may agree on spending limits for any payment transactions executed through Your Commercial Card.

4.2. You cannot use Your Commercial Card for:

(i)cash withdrawal transactions through automated teller machines (ATMs);

(ii) obtaining cash back at the point of sale; or

(iii) any Unauthorized Purpose.

5.1.  Issuer must not debit Your Commercial Card account before receipt of a payment order.

5.2. The time of receipt of a payment order is the time at which the payment order is received by the Issuer.

5.3. If the time of receipt of a payment order does not fall on a business day for the Issuer, the payment order is deemed to have been received on the first business day thereafter.

6.1. You may not revoke a payment order after it has been received by Issuer according to Clause 5 of these Terms and Conditions, except in the situations set out in Clauses 6.2., 6.3. and 6.4. of these Terms and Conditions, in which case You have until the time stated to revoke the order.

6.2. In the case of a direct debit, you can revoke payment until the end of the business day before the day agreed for debiting the funds.

6.3. In the case of future-dated transactions, you can revoke payment until the end of the business day before the day on which payment is due to be made, or if the payment is to be made when funds are available, the end of the business day before those funds become available.

6.4. In the case of payment transactions initiated by a PISP or by the payee, you can revoke payment until they have consented to the PISP to initiate the payment or to the payee to execute it.

7.1. A payment transaction is to be regarded as having been authorized if You give the Issue consent to the execution of the payment transaction or the execution of a series of payment transactions of which that payment transaction forms part.

7.2. Such consent must be given before the execution of the payment transaction of a specified or unspecified amount according to Clause 7.4. of these Terms and Conditions.

7.3. In the case of execution of a payment transaction where the transaction amount is not known in advance, Clause 8 of this Terms and Conditions is applicable.

7.4. The payment transaction will only be authorised when after You give the Issuer Your consent, including:

(a) entering a Personal Identification Number (PIN);

(b) signing a sales receipt;

(c) providing Commercial Card details and any other details requested;

(d) waving or swiping the Commercial Card at a card reader; or

(e) fulfilling multi-factor authentication requirements (including strong customer authentication, as defined under applicable Law).

7.5. You may withdraw your consent to a payment transaction at any time before the point at which the payment order can no longer be revoked under Clause 6 of these Terms and Conditions (revocation of a payment order).

8.1. Where Commercial Card payment transaction is initiated by or through the payee and the amount of the transaction is not known when You authorize the transaction (for example, pre-authorizations transactions for hotels payments, restaurants, gas stations, rental car companies, and certain other merchants):

(a) A hold may be placed on available funds in Your Commercial Card Account for an amount authorized by (or on behalf of) You that is equal to or in excess of the final Transaction Amount.

(b) The funds subject to the hold will not be available to You for any other purpose until the merchant or the Payment Method Provider releases the hold, or until Issuer becomes aware of the final Transaction Amount, or receives the final payment order. 

8.2. Issuer must release the blocked under Clause 8.1. of these Terms and Conditions funds without undue delay after becoming aware of the amount of the payment transaction, and in any event immediately after receipt of the payment order.

9.1. Issuer may refuse to execute a payment order or to initiate a payment transaction for any reason, including if:

(i) Issuer is concerned about the security of the Commercial Card or Issuer suspects that the Commercial Card is being used in an unauthorized or fraudulent manner (including an "Unauthorized Purpose");

(ii) insufficient E-money is loaded onto the Commercial Card to cover relevant Transaction Amounts and any applicable fees;

(iii) Issuer reasonably believes that You are acting in breach of these Terms and Conditions or appropriate Issuer Terms and Conditions;

(iv) Issuer reasonably believes the Transaction is potentially suspicious, illegal or exposes Issuer or others to risks unacceptable to Issuer; or

(v) there are errors, failures or refusals by merchants, payment processors or payment schemes processing Transactions. Issuer also reserves the right to decline Transactions with prohibited merchants.

9.2. Where Issuer refuses to execute a payment order or to initiate a payment transaction, it must notify You of—

(a)  the refusal;

(b)  if possible, the reasons for such refusal; and

(c)  where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure for rectifying any factual errors that led to the refusal.

9.3.   Any notification under Clause 9.2. of these Terms and Conditions must be given or made available in an agreed manner and at the earliest opportunity and in any event within the periods specified in regulation 86 of the Payment Services Regulation 2017/752.

10.1. Where the conditions in Clause 10.3. of these Terms and Conditions are met, a Card Based payment instrument issuer (CBPII) may request that Commercial Card servicing payment service provider confirm whether an amount necessary for the execution of a Commercial card payment transaction is available on Your Commercial Card Account.

10.2. The conditions are that:

(a)  You have given explicit consent to the payment service provider to request the confirmation;

(b)  You have initiated a payment transaction for the amount in question using a card-based payment instrument issued by the payment service provider making the request;

(c)   the payment service provider making the request complies, for each request, with the authentication and secure communication requirements set out in its communications with the Commercial Card servicing payment service provider.

10.3. If the conditions in Clause 10.2. of these Terms and Conditions are met, Commercial Card servicing payment service provider which receives a request under Clause 10.1. of these Terms and Conditions must provide the requested confirmation, in the form of a ‘yes’ or ‘no’ answer, to the requesting payment service provider immediately.

10.4.  The conditions are that:

(a)  Your Commercial Card account is accessible online when the Commercial Card account servicing payment service provider receives the request; and

(b)  before the Commercial Card account servicing payment service provider receives the first request under Clause 10.1. of these Terms and Conditions from the requesting payment service provider in relation your Commercial Card account, you have given the Commercial Card account servicing payment service provider explicit consent to provide confirmation in response to such requests by that payment service provider.

10.5.  A Commercial Card account servicing payment service provider must not:

(a)  include with a confirmation provided under Clause 10.3. of these Terms and Conditions, a statement of the Commercial Card account balance; or

(b)  block funds on Your Commercial Card account as a result of a request under Clause 10.1. of these Terms and Conditions.

10.6.  The payment service provider which makes a request under Clause 10.1. must not:

(a)  store any confirmation received under Clause 10.3. of these Terms and Conditions; or

(b)  use the confirmation received for a purpose other than the execution of the Commercial Card payment transaction for which the request was made.

10.7. Clause 9 does not apply to payment transactions initiated through Corporate Card payment on which electronic money is stored.

11.1. When You transfer relevant funds from Your Gemba account to Your Commercial Card account, your Commercial Card funds are safeguarded by Commercial Card Issuer - Stripe. 

11.2. When You withdraw relevant funds from Your Commercial Card to Your Gemba account, your funds are safeguarded by Gemba.

12.1. When You make an online payment with Your Commercial Card, you need to provide additional security known as Strong Customer Authentication (SCA).

12.2. The additional information will be a One-Time Passcode (OTP) – sent to your mobile phone number, upon updating contact information in Your Commercial card online profile.

12.3. You are informed about the use of OTP text messages and have given your explicit concept to receive such messages from Issuer.

13.1. You must notify Gemba without undue delay via our support line by sending your email to [email protected] once You are aware of any unauthorized or incorrectly executed transaction, and in any event no later than 13 months after the debit date, on becoming aware of any unauthorized or incorrectly executed payment transaction.

13.2. In Your notification under Clause 13.1. of these Terms and Conditions, You must specify the details of any disputed transaction and an explanation of Your belief that the Disputed Transaction was made in error or was unauthorized.

13.3. While Gemba will investigate all disputed transactions, Issuer will review the information You submits and make efforts to trace the Transaction and notify of the outcome.

13.4. If the dispute is deemed valid by Issue (in accordance with Clause 15 of these Terms and Conditions), Issue will credit the Disputed Transaction amount to Your Commercial Card Account.

14.1. If You pays for goods and services in a currency other than the Denominated Currency, the amount payable will be converted at the relevant Payment Method Provider's reference exchange rate at the clearing time of the Transaction, and a foreign exchange fee will apply.

14.2. When loading funds onto Your Commercial Card account and paying in a currency other than the Denominated Currency, the applicable exchange rate will be shown at the time of the Transaction. A loading foreign exchange fee will also apply. 

15.1. Subject to Clause 15.2. of these Terms and Conditions, you may be entitled to claim a refund from the Issuer, where:

(i) the Transaction was not authorized in accordance with Clause 7 of these Terms and Conditions;

(ii) a Transaction being incorrectly executed and which has been notified in accordance with Clause 13 of these Terms and Conditions;

(iii) a pre-authorized Transaction did not specify the final amount at the time of  authorization and the amount charged by the merchant is more than You could reasonably have  expected taking into account normal spending patterns on the Card or the circumstances of the Transaction (a claim for a refund in these circumstances will not be accepted if the amount of the Transaction was made available to You at least 4 weeks before the Transaction date, or if the claim is made more than 8 weeks after the Transaction was debited from Your Account). 

15.2. Where Issuer is liable under Clause 15.1. of these Terms and Conditions, You acknowledge and agree that:

(a) where the Card is lost or stolen, then You will be liable for the first Ђ50 or Ј35 (as applicable) of any Disputed Transaction where Issuer reasonably believes You should have been aware of the fact that the Commercial Card had been lost or stolen;

(b) Issuer will not be liable for any Disputed Transaction where Issuer has reasonable grounds to suspect Your fraudulent behavior;

(c) Issuer will not be liable for any Disputed Transaction where You have, either intentionally or negligently, failed to use the Commercial Card in accordance with these terms and Conditions or Issuer Issuing Terms and Conditions, or has failed to immediately notify Gemba of the Card becoming lost, stolen or misappropriated (in accordance with Clause 3.11. of these Terms and Conditions).

16.1. You must pay fees for the Services provided by Gemba pursuant to the Price List which may be subject to a change as set out in Clause 16.2. of these Terms and Conditions.

16.2. You acknowledge and understand that Gemba may change its Price List in accordance with the global/external changes/factors which might affect the pricing of the Services We provide to You. If Your risk factor has changed with Us, Our Services to You will be suspended up until such time as You accept Our new Price List which is tailored to your risk category.

16.3. In addition to the Services fees, You are also responsible for any penalties imposed on Gemba or Issuer in relation to the Commercial Card Account or any associated Card Account. Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement fees, and penalties for late or failed payments. All fees or penalties You owe are in addition to amounts owed for Transactions on Cards and Card Accounts associated with Your Account.

16.4. Gemba may change fees or penalties under Clause 16.3. of these Terms and Conditions by providing You advance notice before revisions become applicable to You, subject to applicable Law.

16.5. If We have agreed with You on a Special Price List, We will provide the Special Price List for you to accept prior to committing to these Terms and Conditions.

16.6. You acknowledge and understand that in the circumstances if you decide not to proceed with our Services for any reason You will1 be charged a transaction fee/commission by Us that may apply to you/your transactions/ failed transactions with Us. The fees charged by Us are in accordance with the Price List which is available on our official website.

16.7. Following Clause 16.5. and subject to these Terms and Conditions, You are obliged to pay all fees due to Us even if the services provided to You have been limited or suspended partially or in full.

16.8. Subject to relevant tax laws, Gemba may deduct amounts from Your Gemba Account in accordance with any tax requirements.

17.1. By providing your personal data (i.e., email address and telephone number) to Us and by accepting these Terms and Conditions you are actively giving your consent (opting-in) to the processing of Your personal data for the purpose of receiving services and specific additional information provided by Gemba.

17.2. If You wish to opt-out from receiving the commercial communication from Gemba (i.e., information about Gemba’s new products, special offers, etc.), you can unsubscribe from it at any time by providing a statement through Gemba’s website or mobile application and instructing Gemba not to use your personal information such as email address and telephone number for this purpose.

17.3. By accepting these Terms and Conditions you are actively giving your consent for sharing your personal data with Issuer for the purpose of providing Services according to these Terms and Conditions.

17.4. Issuer will retain sole ownership and control of Card Transaction Data, and will treat that information as its confidential information.

17.5. Gemba may use Card Transaction Data to perform its obligations under these Terms and Conditions and may not provide or disclose any Card Transaction Data to any third party except to the extent required under applicable Law or the applicable Payment Method Rules. 

17.6. You may share Card Transaction Data to Gemba in relation to the providing Services.

17.7. Your personal information shall only be used and collected for the purposes outlined within these Terms and in compliance with Gemba’s and Issuer’s privacy policy, as well as in compliance with any further consent that Gemba receives from You and/or otherwise permitted or required by law.

17.8. In case of you withdrawing your consent (except for the withdrawal of consent to receive commercial communication), we may not be able to comply with some of the provisions outlined in the privacy policy, such as the use of services made available on our Web & mobile application software, as well as protecting of our legal interests, including prevention of unlawful activities and thus, may be forced to block and delete your Gemba Account and connected Commercial Card Account.

17.9. Gemba will store Your personal data for no longer than 7(seven) years from the date of termination. Your data will be stored beyond this retention period if such retention is justified for statutory, regulatory, legal or security reasons or for their historic value.

18.1. These Terms and Conditions will begin when You open Your Commercial Card and will end when terminated by either party.

18.2. You may terminate these Terms and Conditions at Your own discretion at any time by providing notice to Gemba and immediately ceasing use Your Commercial Card; in such case these Terms and Conditions shall terminate upon expiry of a one month notice period if You are a consumer or of a two-month period if You are not a consumer. If You terminate these Terms and Conditions earlier than after 6 months entering into these Terms and Conditions, Gemba may charge You a fee corresponding to Our costs incurred in connection with Your termination. However, If You commence using Your Commercial Card again, you will be considered to have accepted These Terms and Conditions again.

18.3. Gemba may terminate these Terms and Conditions at Our own discretion at any time; in such case these Terms and Conditions shall terminate upon expiry of a two-month notice period if You are a consumer or of a ten days period if You are not a consumer.

18.5. Issuer may terminate these Terms and Conditions:

(a) where You is in breach of these Terms and Conditions and fails to cure the breach upon 30 days' notice by Issuer (that notice and cure period only being required if curing the breach is feasible); or

(b) upon 120 days' notice for any reason.

18.6. Issuer may also terminate these Terms and Conditions immediately:

(a) if You are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding or similar action;

(b) if Issuer determines that You are engaged in activity that fails to comply with applicable Law or causes a significant risk of reputational harm to Issuer; or

(c) if the relevant Payment Method Provider terminates, or otherwise restricts Issuer's registrations in a manner that prevents Issuer from meeting all or any portion of its obligations under these Terms and Conditions.

18.7. No termination of these Terms and Conditions shall affect any of Your rights or obligations that arose before the date of termination and shall survive such termination due to their features.

18.8. Gemba and Issuer or You may withdraw from these Terms and Conditions in cases stipulated by the law, i.e., in particular if the other party fundamentally breaches these Terms and Conditions or if the other party fundamentally breaches its contractual duty by its default. Upon withdrawal, these Terms and Conditions are terminated from the moment the notice of withdrawal has been delivered to the other party.

18.9.  Gemba is entitled to unilaterally without prior notice to immediately close the Gemba Account and associated Commercial Card and terminate these Terms, notifying You in writing if:

A. You have provided Us with false information or documents;

B. You have not provided to Us within the set timeframe with the requested information (documents) or have provided false or incomplete information (documents);

C. We believe or have established that the documents provided by You are counterfeit and/or information (documents) do not correspond to the actual circumstances;

D. We believe or have established that there is an unidentified and unauthorised individual acting on behalf of You;

E. We believe or have established that the true beneficiary indicated by You is a different person;

F. We believe or have determined that You have tried or are using Our services for illegal purposes – for fraud or other illegal activity;

G. There is reasonable suspicion that the Customer, a person related thereto (including its member or ultimate beneficial owner), business partner of the Customer and beneficial owner of a transaction (such as the final recipient of actual assets, goods or services) corresponds to at least one of the following criteria:

i. is a person subject to sanctions;

ii. is located or established in the country or territory subject to sanctions;

iii. is directly or indirectly related to the person (including any institution, organisation or other legal establishment), country or territory subject to sanctions;

H. There is a reasonable suspicion that the relevant Service or transaction initiated by the Customer (including the one that provides a benefit to the Customer) is directly or indirectly related to:

i. the person (including any institution, organisation or other legal establishment) subject to sanctions;

ii. the goods or services subject to sanctions;

iii. the country or territory subject to sanctions;

I. You have a negative Gemba Account Balance; In case of negative Balance, We may forward your debt to debt collecting agency;

J. Your risk rating increases to unacceptable level;

K. We have reasonable grounds to suspect that You or your funds in the Gemba Account are involved in fraudulent activity and proliferation financing or other illicit activities;

L. We have information about extraordinary circumstances beyond Our control that may affect the safety or confidentiality of Your and / or other Our customers’ funds or inflict losses;

M. Transactions, reputation, economic activity, personal activity or any other activity or inactivity of the Customer or a person related to it (including its true beneficiary) have or may have adverse consequences for Gemba, been abusive to anyone at Gemba or it’s related companies or persons, or put Us in a position where We might break the law or attempted to break the law;

N. We have information that You are involved in an illegal activity and / or other negative information about You or related to You that could damage Our reputation;

O. Our right to terminate the Terms and Conditions immediately results from the regulatory enactments binding to Us;

P. if You have not performed transactions on the Gemba Account for more than 6 (six) consecutive months.;

Q. in accordance with paragraph 4.14 Gemba General Terms and Conditions.

18.10.  Prior to closing the Gemba Account and associated Commercial Card for any reason:

A. Gemba will debit the Gemba Account for the funds due to Us pursuant to the Terms and Conditions or other agreements concluded with Us, and.

B. You must transfer from Your Gemba Account and associated Commercial Card to Your own account opened with a credit institution with all funds remaining after deducting the fees payable to Gemba for this transaction.

18.11. If there are funds left on the Gemba Account and associated Commercial Card and they are not transferred from the Gemba Account at the time it is already closed, Gemba is entitled to charge the relevant fees and charges provided in Your Price List.

18.12. Notwithstanding the Clause

18.13. Gemba is entitled to hold Your funds and not execute a payment order for as long as permitted by law in order to protect Our interests or a third party’s interest.