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Wells Fargo BusinessLine® line of credit
Customer Agreement
Effective: August 1, 2024
Contents by Category:
Parties to Agreement and Acceptance
This BusinessLine Customer Agreement ("Agreement") governs the BusinessLine Account ("Account") that Wells Fargo Bank, N.A. ("Bank", "we" and "us") is establishing for use by you (if a sole proprietor) or your business organization (such a sole proprietor or business organization are referred to in this Customer Agreement as "Customer", "you" and "your") and your designated representatives. Your written agreement to be bound by the terms of the Customer Agreement, as amended from time to time, or the use of the Account including but not limited to using SUPERCHECKS™ drafts, using a BusinessLine® Mastercard® card ("BusinessLine Card"), or a request for a transfer from the Account by anyone authorized by you, shall be evidence of your acceptance of the terms and conditions of this Agreement, including but not limited to applicable Finance Charges and Other Charges. You agree to be bound by and comply with each and every following term and condition of this Agreement.
Back to the TopCustomer Roles
Account Guarantor
An Account Guarantor is an individual who signed as an authorized representative of the business and as a personal Account Guarantor of the business’s debt to the Bank, who has full access to Account funds and the ability to obtain information about the Account from customer service and online banking. An Account Guarantor is personally liable for the entire debt incurred on the Account.
Authorized Signer
An Authorized Signer is any person other than an Account Guarantor who has been authorized by Customer to access the Account and is issued a BusinessLine Card. An Authorized Signer has full access to the Account funds and the ability to obtain information about the Account from customer service.
Company Contact
A Company Contact is any person other than an Account Guarantor who has been authorized by Customer to access the Account, but is not issued a BusinessLine Card. However, a Company Contact has full access to the Account funds and the ability to obtain information about the Account from customer service. Company Contacts may also request other Authorized Signers or Company Contacts to be designated.
Additional BusinessLine Cards
You may request that up to 3 additional BusinessLine Cards be issued to either an Account Guarantor or Authorized Signer. Additional BusinessLine Cards are embossed with a common Account number and business name, but the personal name will be unique. Any person issued an additional BusinessLine Card is granted full access to, and authority to use, the Account. A person issued an additional BusinessLine Card may be able to view the Account in Wells Fargo Online® Banking and also view any other Bank product(s) linked to the Account if that person is also an owner or signer on the other product(s). A person with an additional BusinessLine Card would be able to initiate transfers from the Account and payments to the Account from other linked Bank products.
To add, change, or revoke Authorized Signer/Company Contact privileges
If you wish to alter Authorized Signer/Company Contact privileges, you must contact Small Business Customer Service at 1-800-225-5935. Requests to add, change or revoke Authorized Signer/Company Contact privileges may be made over the phone, or in writing via standard form for such requests.
To add, change, or revoke additional BusinessLine Cards
All requests to add, change or revoke additional BusinessLine Cards must be made by phone or in writing. You may obtain a standard form for completing such requests from Small Business Customer Service at 1-800-225-5935.
Ending/revoking BusinessLine Card privileges
If you wish to cancel an additional BusinessLine Card or revoke the access granted to an Authorized Signer, in addition to making a phone or written request, you must recover the additional BusinessLine Card and return it to Bank at the address listed in the Inquiry & Correspondence section at the end of the Customer Agreement. If the additional BusinessLine Card is not recovered and returned to Bank, you will continue to be liable for all activity even after notifying Bank. If you are unable to recover an additional BusinessLine Card, you must request that Bank change the Account number and reissue BusinessLine Cards only to those persons who remain authorized by you.
Permissible use
Permissible use
The Account will be used for business purposes only. In no event shall the Account be used for any transaction that is illegal under any applicable law. You represent that you (if a sole proprietor) and your business organization are not a Money Service Business as defined by federal law, or have identified yourself to Bank as such a business and have complied with all applicable laws, rules and regulations governing such businesses. You may not use your Account to pay any other credit account at Wells Fargo. Funds from your account may not be used to purchase, carry or trade securities or to repay debt incurred to purchase, carry or trade securities. Completing or attempting such a transaction may lead to your Account being closed.
Authorizations
All transactions on an Account are subject to prior approval by Bank ("Authorizations"). Bank reserves the right to block authorizations from certain types of merchants. These include but are not limited to merchants whose business is selling crypto currencies and online gambling. Bank reserves the right to limit the number of Authorizations given during any period of time (day, weekend, week, etc.) and Bank may deny an Authorization if Bank suspects that the Account is being used without your permission. If Bank’s Authorization system is not working, Bank may be unable to give an Authorization even though the transaction would not exceed the Credit Limit and your Account is in good standing. For security reasons, Bank cannot explain the details of how the authorization system works. Bank shall not be liable for failing to give any such Authorization. Bank may, but is not required to, authorize transactions that will cause the balance on an Account to exceed the Credit Limit assigned to an Account, and you agree that you are liable for any such transactions as well as the associated Finance Charges and Other Charges. If you give your credit card information to a merchant to bill your Account for recurring payments, or to keep it on file for future purchases or payments, and your card number, expiration date, or security code changes, you are responsible for notifying the merchant of your new card information. Some card networks provide update services and receive updated card information from Wells Fargo. Merchants that participate in such services will receive updated information from the network for credit card accounts that you have provided to the merchant for recurring or future purchases or payments. We cannot tell you which merchant will receive updated card information when your card information changes. You should always provide your new card information to each merchant with whom you do business because some merchants do not subscribe to such network services.
Account Features
Credit limit
The Credit Limit of an Account is shown in separate correspondence provided to you at the time an Account is opened, and on each of the monthly periodic billing statements. You may not use or permit the use of an Account in any way that will cause the Account to exceed its Credit Limit. You are responsible for repaying outstanding advances under the Account, including but not limited to those that exceed its Credit Limit. Bank may, at its option, close the Account, reduce your Credit Limit, and exercise any of its other remedies under this Agreement, without notice to you.
Back to the TopUsing the Account - Purchases
Point of sale
You will be issued one or more BusinessLine Cards. The following services are available, up to the amount of the Credit Limit of the Account.
Purchases with a BusinessLine Card
A BusinessLine Card may be used to purchase goods or services wherever a credit card bearing the Mastercard logo is accepted.
Foreign transactions
If you originate a transaction in a foreign currency the amount will be converted to U.S. dollars before posting to your Account. Mastercard International will convert the transaction into a U.S. dollar amount by using its currency conversion procedure in effect at the time the transaction is processed. Currently, their regulations and procedures provide that the currency conversion rate is either; (1) a wholesale rate, determined by the processor of the transaction, which rate may vary from the rate Mastercard International itself receives; or (2) a government-mandated rate for the applicable currency as determined under applicable Mastercard International regulations and procedures. This rate may differ from the rate in effect when the transaction occurred or when it was posted to your Account. Your periodic statement will display additional details with most foreign currency transactions including: name of the foreign currency, units of the foreign currency, and the exchange rate. Bank does not charge an additional fee for foreign transactions.
Third Party/Mobile Devices and Digital Wallets
We may also permit any Cardholder to load information about your Account onto third party/mobile devices (such as a smartphone, tablet, or any other handheld or wearable communication device that allows a Cardholder to store or electronically present Account information) that would enable the Cardholder to make Purchases or engage in credit transactions for an Account without needing to show a BusinessLine Card. You and we agree that any such use of an Account will be subject to all the terms and conditions contained in this Agreement.
To the extent a Cardholder does use a third party/mobile device to make a credit transaction on an Account, or load information about an Account onto any such device, you need to be aware that we do not control the device and cannot guarantee the performance of either the device or any third party.
Additionally, you agree that:
• You will direct each Cardholder on your Account to carefully protect the security of any devices the same as you would your cash, checks, credit cards, and other valuable information. We encourage you to password protect or lock any such device to help prevent an unauthorized person from using it. You agree to promptly report any loss or theft to both us and the third party.
• The owner of the device may incur third party fees both to us and the third party related to engaging in a third party/mobile device transaction (such as mobile carrier data or messaging charges).
• Credit transactions made through a third party/mobile device may involve the electronic transmission of information related to you or the Account across wireless or computer networks. Third parties, such as merchants, card association networks, mobile carriers, mobile wallet operators, and software application providers may use and receive information in connection with a credit transaction. Third parties may also receive information about your mobile device when you use it to make a credit transaction.
• We may, at any time, partially or fully restrict a Cardholder’s ability to make credit transactions through a third party/mobile device. You agree to notify us promptly if you remove or want to remove Account information from any third party/mobile device.
Back to the TopUsing the Account - Cash
Cash Advances
Cash may be advanced from an Account by presenting the BusinessLine Card at a financial institution or an automated teller machine ("ATM") that accepts Mastercard credit cards. You may obtain a Cash Advance and perform balance inquiries using your BusinessLine Card with a Personal Identification Number ("PIN") at all Wells Fargo® ATMs, or any ATM which displays any of the logos appearing on the back of your BusinessLine Card.
SUPERCHECKS advances
SUPERCHECKS drafts may be used to access an Account. The drafts may be used like normal bank checks and will post to your Account as Cash Advances. When the Bank receives a draft, the Bank will pay the draft by advancing the amount of the draft from the Account unless the Account is delinquent, in default, closed or the draft would cause the balance to exceed the Credit Limit of the Account. You may not write SUPERCHECKS drafts as payment to your Account. All SUPERCHECKS drafts must be written in U.S. dollars. No fees will be assessed when ordering SUPERCHECKS drafts. If you have a dispute with a merchant regarding property or services that you are unable to resolve with the merchant, and you used a SUPERCHECKS draft as payment, you will not have the right to assert against us any claims or defenses involving that transaction. SUPERCHECKS drafts may only be used and processed as paper drafts. Bank will not honor ACH or other electronic transactions in which you have given/ used the routing transit number and/or account number printed on the SUPERCHECKS drafts. In addition to Bank rejecting any such electronic transaction, the intended payee of the draft may assess fees or penalties.
SUPERCHECKS stop payment
Bank does not guarantee the stop payment of a SUPERCHECKS draft; however, we will make an attempt to stop payment of the draft within a reasonable period of time after we receive your stop payment order, provided all information given to us is accurate and complete, and the draft has not already been paid. The stop payment request will remain on Bank’s system for six (6) months, unless the stop payment order is revoked or the draft is stopped. After six (6) months, you must contact us if you wish to re-enter the stop payment request.
Overdraft protection advances
Bank will make advances from your Account ("Overdraft Protection Advances") to help you avoid the inconvenience and expense of overdrafts and returned items in a Wells Fargo® Business Checking Account ("Checking Account"). The types of accounts that can be linked for overdraft protection depend on the Checking Account you have. Some Checking Account plans also allow you to link your Checking Account both to a credit Account and a deposit account at the same time. If this is the case, the following will apply to Overdraft Protection Advances from your credit Account:
• If you choose to link both a deposit account and a credit Account to provide overdraft protection, you may designate the account from which you want the funds advanced first.
• If you do not designate an account order for Overdraft Protection Advances, Bank will advance funds from your linked deposit account first, and then from your linked credit Account, subject to credit availability under this Agreement.
Bank will transfer the exact dollar amount to cover the overdraft, subject to your Credit Limit and a minimum overdraft advance amount of $25. If the amount of available credit on your Account is less than $25, or less than the overdraft, Bank will transfer the amount of the available credit. Overdraft Protection Advances, as well as finance charges, may cause the balance on your Account to exceed the Credit Limit. If there is more than one person authorized to access, or listed on, the Checking Account, you will be responsible for all Overdraft Protection Advances from the credit Account regardless of which individual accessed the Checking Account funds.
Overdraft Protection Advances are an optional feature that may not be available. Bank reserves the right to terminate Overdraft Protection Advances without notice if Overdraft Protection Advances are the result of payments to the Account, or if a zero or negative balance is maintained in the linked Checking Account. Periodic Finance Charges apply to all Overdraft Protection Advance balances from the date of the Overdraft Protection Advance.Transfers
You authorize Bank to make transfers up to your available Credit Limit between the Account and other accounts upon Bank's receipt of instructions from you, an Account Guarantor of your Account, an Authorized Signer, a Company Contact, or any other person you authorize orally, electronically, or in writing to request such a transfer. Bank will have no liability for any transfer believed by Bank in good faith to have been authorized by you to submit the request. You will indemnify and hold Bank harmless from and against any damages, liabilities, costs, or expenses (including attorney's fees) arising out of any claim by you or any third party against Bank in connection with Bank's performance of transfers as described above. Transfers will be treated as Cash Advances unless otherwise specified and will not be eligible to earn Rewards points.
Fees and Other Charges
Summary of Fees and Charges
Late Charge
$25 / $39 / $50
Returned Payment Fee
None
Cash Advance at Bank or ATM Fee
3%, min. $10, no max
Fees for Using SUPERCHECKS or Telephone Transfers
None
Overdraft Protection Advance Fee (to linked WF deposit account)
None
Wire Transfer / Quasi Cash Fee
4%, min. $10, no max.
Balance Transfer Fee
None
Foreign Transaction Fee
None
Annual Fee / Inactivity Fee
Varies — refer to specific offer details
Other charges
The total of Other Charges that may be charged to the Account is the sum of:
A. Late charge
If Bank does not receive at least the Total Amount Due by the Current Payment Due Date shown on a periodic statement, Bank may assess a Late Charge of $39. However, if the New Balance shown on your previous statement is less than $100, the Late Charge will be $25 and, if Account has been delinquent two or more times in the past 12 billing cycles, Bank may assess a Late Charge of $50. Bank may, but is not required to, contact you to inform you of other Late Charge amounts in cases of default.
B. Returned SUPERCHECKS
If Bank receives a SUPERCHECKS draft for payment to a third party, and the Account has insufficient funds to cover the amount of the draft, or if the Account is otherwise not in good standing, the draft may be returned unpaid.
C. Stop Payment fee
If you request that Bank place a "Stop Payment" on a SUPERCHECKS draft, Bank may assess a charge of $29 for each Stop Payment request.
D. Fees that may be assessed annually
Bank may assess an Annual Fee for the first year and each year thereafter for each Account. Alternatively, Bank may assess an Inactivity Fee for each year that the Account activity remains below the threshold established by Bank. Please refer to separate correspondence for thresholds and pricing details.
Bank may assess an Annual Fee or Inactivity Fee on each closed Account for each year a balance is maintained in the Account.
Annual Fees and Inactivity Fees will not be refunded in whole or in part after assessment even if the Account is subsequently suspended, closed, or terminated for any reason.E. Fee waivers
Bank may waive any of the fees in this Agreement at Bank’s discretion; however, Bank reserves the right to begin charging any fee that was previously waived without providing prior notice to you.
Back to the TopFinance Charges
Finance Charge
The total Finance Charge for an Account is the sum of the Periodic Finance Charge plus the Transaction Finance Charge assessed to the Account. The method used to determine the balance or balances upon which the Finance Charges are computed are as follows:
- Periodic finance charge
For each type of balance on an Account (i.e., the Cash Advance balance, the Purchase balance, and the Other balance) the Periodic Finance Charge is calculated by multiplying the Average Daily Balance during the billing cycle by the number of days in the billing cycle and then multiplying this product by the applicable Daily Finance Charge Rate.
Periodic Finance Charge = (Average Daily Balance) x (#days) x (Daily Finance Charge Rate) - Calculation of Average Daily Balance ("ADB")
To calculate your ADB each month, we calculate the daily balance of the Account for each day in the billing period ("Daily Balance"), add the Daily Balances together, and divide that total amount by the number of days in the billing period. Average Daily Balances for Cash Advances, Purchases, and Other categories are calculated separately and may be subject to different rates. For each category of balance (Cash Advances, Purchases, and Other), we calculate the Daily Balance by starting with the beginning balance related to that category plus any new activity (Cash Advances, Purchases, and Other) posted as of that day, plus any related unpaid Finance Charges, Fees, or Other Charges, and add a Periodic Finance Charge equal to the previous day's balance multiplied by the applicable Daily Finance Charge Rate. We then subtract the amount of any payments or credits applied to that balance category.
When periodic finance charge begins and ends
The Periodic Finance Charge for Purchases and Advances begins on the date the transaction is made. The Periodic Finance Charge for SUPERCHECKS transactions may begin the earlier of: the transaction date, the date a SUPERCHECKS draft is deposited by the payee, or the date we receive the SUPERCHECKS draft for posting to your Account.
- Daily finance charge rate
The Daily Finance Charge Rate will either be a fixed rate or a variable rate subject to a Lifetime Rate Floor (see below). Please refer to separate correspondence from the Bank provided at the time your Account is opened or at a later date to determine your Daily Finance Charge Rate. The Daily Finance Charge Rate for Cash Advances, Purchases, and Other balances may differ. The Daily Finance Charge Rate is calculated by dividing the applicable interest rate by 365.
If your Account is subject to a variable rate, that rate will be determined for each monthly billing cycle by taking the Wells Fargo Prime Rate (see below) in effect one business day prior to your Statement Closing Date and adding an additional amount ("Spread"). Any changes in your Daily Finance Charge Rate will apply both to current and future balances on the Account and the Daily Finance Charge Rate will continue to vary even if the Account is closed.
The Bank initially determines your Spread at the time the Account is opened and may subsequently change the Spread at Bank’s sole discretion. Please refer to separate correspondence from the Bank regarding your Spread. Lifetime Rate Floor
The Daily Finance Charge Rate for any balance will never fall below 0.0%. This is the Lifetime Rate Floor for your Account.
Wells Fargo Prime Rate
For purposes of this calculation, the Wells Fargo Prime Rate is the rate announced by the Bank from time to time as its "Prime Rate."
Transaction finance charge
The Transaction Finance Charge is a one-time charge made each time certain types of Cash Advances are posted to the Account.
- The Transaction Finance Charge for each advance or transfer made at an ATM is 3% of the amount of the advance, subject to a $10 minimum and no maximum.
- The Transaction Finance Charge for each advance obtained over-the-counter from a bank or financial institution is 3% of the amount of the advance, subject to a $10 minimum and no maximum.
- The Transaction Finance Charge for each advance transacted at a casino, other wager or lottery ticket purchase, or advance via wire transfer is 4% of the amount of each such transaction or purchase subject to a $10 minimum and no maximum.
- There is NO TRANSACTION FINANCE CHARGE for using SUPERCHECKS drafts to advance funds.
- There is NO TRANSACTION FINANCE CHARGE for using telephone transfer or Wells Fargo Online® Banking services to advance funds to your Checking Account, or funding Bill Pay transactions.
- There is NO Transaction Finance Charge for Overdraft Protection Advances.
Payments
Promise to pay
You promise to pay Bank, when due, the total of all purchases and advances made on the Account. You also promise to pay the total of any Finance Charges and Other Charges due on the Account, as stated in this Agreement, and all costs and expenses including any attorney’s fees incurred in enforcing this Agreement.
Payments
A periodic statement will be sent every month the Account has a balance or monetary activity. The New Balance shown on the statement is the total of all unpaid obligations that have been posted to the Account as of the Statement Closing Date shown on statement. You may pay the Total Amount Due shown on the statement or any greater amount, but Bank must receive at least the Total Amount Due shown on the statement, in immediately available U.S. funds drawn on a U.S. bank, by the Current Payment Due Date shown on the statement. Bank may refuse to accept any payments made by third-party check or draft that have been endorsed to Bank or that have been drawn by anyone other than you.
The Current Payment Due Date will be at least 25 days after the Statement Closing Date.Current Payment Due
Your Current Payment Due will be equal to the sum of Finance Charges, Bank Fees, Other Charges plus up to 1% of your New Balance; rounded to the next highest dollar, subject to a $50 minimum. However, if the New Balance is less than $50, the Current Payment Due will equal the New Balance.
Total Amount Due
The Total Amount Due shown on the statement is equal to the sum of the Current Payment Due PLUS any Past Due Amount, PLUS any payment due on promotional balances required by the terms of a promotion. If there is no Past Due Amount or promotional balance, then the Total Amount Due shown on the statement will equal the Current Payment Due.
Other payment information
- Fees for additional Bank products/services charged to your Account may or may not be included in the Current Payment Due. If fees for these additional products/services are to be included in the Current Payment Due, those fees will be described in the separate information provided with those products/services.
- Payments and any credits to your Account will be applied in an order determined by Bank at its sole discretion. Generally, payments are first applied to any Bank Fees and Finance Charges then to balances with lower interest rates and then to balances with higher interest rates.
- Payments that are received at the designated payment processing address (printed on each periodic statement) by 5 p.m. on any business day will be credited as of the day of receipt. Payments received after 5 p.m. or on non-business days may be credited as of the next business day.
- Bank may, at its sole discretion, for a period of time Bank determines, withhold a portion of the available credit on your Account up to the amount of any payment(s) in order to ensure that the check or other payment instrument is honored.
- Bank may, at its sole discretion, accept late payments, partial payments, post-dated checks, or any form of payment containing a restrictive endorsement, without losing any of its rights under this Agreement. Bank’s acceptance of checks or money orders labeled "payment in full", or words to that effect, will not constitute an accord and satisfaction or a waiver of any rights Bank may have to receive full payment. Please note that such payments will not discharge your full debt.
Automatic Payment
Automatic Payment service schedules automatic payments from a deposit account designated by you to pay your Account any month a balance is due. You may authorize payment of the Total Amount Due, or a greater amount.
You may authorize the Automatic Payment service for an Account or Bank may require that you provide such an authorization as a condition of approving your Account and/or keeping your Account open. Please see separate correspondence from Bank regarding such a requirement.
If an automatic payment is returned or reversed for any reason, or if an automatic payment results in an Overdraft Protection Advance from the designated deposit account, Bank may terminate the Automatic Payment service without notice and/or close your Account.Payments after account closure or default
After an Account closes for any reason or a Default occurs, it is in Bank’s and your interest to pay off the remaining balance in as short a time as possible. To facilitate a faster payoff after closure or Default, Bank may set the Current Payment Due to a fixed amount, not less than $200, which will not decline as the balance is paid down over time. When the New Balance eventually reaches an amount less than the fixed payment amount, the required payment will equal the New Balance shown on that statement.
For each periodic statement produced, this fixed amount will be compared to the standard Current Payment Due calculation, and Bank will require the payment of the greater of those two amounts. This means the required payment could increase after an account closure if, for example, the interest rate increases or Other Fees are charged to the Account.Payment address
Check your current statement for the address to mail a payment. You may call us at the number listed on your BusinessLine Card or statement to make a payment or obtain the mailing address for payments. You also may be able to pay your account using Online Banking.
Back to the TopService
Billing errors
You agree to notify Bank of any billing errors regarding a merchant transaction posted to the Account within 30 days after receipt of the statement reflecting the error. If Bank is unable to resolve the error with the responsible merchant, you agree to pay Bank the amount in question and further pursuit of the issue with the merchant will become your responsibility.
Liability for unauthorized use
Bank will not hold you liable for the unauthorized use of Account subject to the following:
- You must notify Bank immediately if you suspect or know that a BusinessLine Card(s) or SUPERCHECKS drafts are lost or stolen, or in the possession of an unauthorized person, by calling 1-800-225-5935.
- Use of a BusinessLine Card(s) or SUPERCHECKS drafts by a person authorized by you, an Account Guarantor, an Authorized Signer, a Company Contact, or an owner at any time, even if that person is no longer associated with or employed by you, does not constitute unauthorized use, subject to applicable law.
Contacting you
By providing us with any telephone number, you are expressly giving permission to contact you at that number about all of your Wells Fargo Accounts. You give consent to allow us to contact your past, present, and future phone service providers to verify the information you have provided against their records. You agree that your phone service providers may verify any phone numbers you have supplied to the name, address, and status on their records. You authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber details, if available, to Bank and service providers for the duration of the business relationship, solely for identity verification and fraud avoidance. See our Privacy Policy for how we treat your data. For us to service your Account or to collect any amounts you may owe, you agree that we may contact you using any contact information related to your Account including any number (i) you have provided to us, (ii) from which you called us, or (iii) which we obtained and reasonably believe we can reach you. We may use any means to contact you and this may include contact from companies working on our behalf to service your Accounts. This may include automated dialing devices, prerecorded/artificial voice messages, mail, email, text messages, and calls to your cell phone or Voice over Internet Protocol (VoIP) service, or any other data or voice transmission technology. You are responsible for any service provider charges as a result of us contacting you. If you provide telephone number(s) for which you are not the subscriber, you understand that you shall indemnify us for any costs and expenses, including reasonable attorneys’ fees, incurred as a result of us attempting to contact you at the number(s).
Contacting Wells Fargo
Telephone Service: You may contact us toll-free at 1-800-225-5935. If you need to contact us from outside the United States you can call the same toll-free telephone number using the respective country code. Visit wellsfargo.com/intl for more details.
TTY/TDD service: For TTY/TDD service, contact a telephone relay service provider.
Inquiry & correspondence address: Wells Fargo Business Correspondence PO BOX 29482 Phoenix, AZ 85038
Telephone monitoring: You agree that Bank may monitor and record telephone calls regarding your Account.
Changes of address, telephone number, or name: You agree to promptly notify us if you change any contact information you provide to us. This includes your name, mailing address, email addresses, and phone numbers.
Default
The following constitute defaults under this Agreement:
- a payment is not made when it is due;
- the terms of this Agreement are breached in any way;
- Customer or any Account Guarantor of Customer’s Account defaults under the terms of any other obligation to Bank;
- a bankruptcy petition is filed by or against Customer or any Account Guarantor of Customer’s Account;
- a significant change occurs in the ownership or organizational structure of Customer or any Account Guarantor of Customer’s Account or in the type or volume of such Customer’s or Account Guarantor’s business or death of an Account Guarantor;
- Customer or any Account Guarantor of Customer’s Account becomes insolvent or is dissolved, or Bank otherwise believes in good faith that the prospect of payment and/or performance under this Agreement or any guaranty of Customer’s Account is impaired;
- Payments to the Account are returned or reversed for any reason;
- Customer fails to submit required information the Bank deems necessary;
- Customer’s Account balance exceeds the Credit Limit; or
- Bank observes excessive or suspicious Account usage or suspects an Account is involved in kiting.
Customer will be charged the applicable Finance Charge Rate after any default under this Agreement.
Remedies
In the event of any Default or failure to meet any condition under the preceding paragraphs, or upon any termination of an Account, Bank may, at its option and without prior notification:
- close any or all Accounts to all use, as well as any other accounts for which the Customer or an Account Guarantor is liable to Bank;
- accelerate payment of the full balance on any or all Accounts as well as any or all other accounts for which the Customer or an Account Guarantor is liable to Bank, and thereby require immediate payment of the full balance, including, without limitation, any Finance Charge and Other Charges;
- fix monthly Account payments at a higher amount;
- immediately terminate any promotional rates and/or raise the interest rate on existing and new balances; and/or
- fix the Late Charge at a higher amount.
Banker’s lien and right of set-off
Bank has a general lien under South Dakota law on any of your personal property in Bank’s possession. In the event an Account is not paid as agreed, Bank may exercise its right of set-off against any obligation Bank owes to you, including a set-off to the extent permitted by law against any deposit account(s) you have with Bank.
Back to the TopLegal
Change in terms of an Account
Bank may unilaterally change any of the terms of your Accounts at Bank’s sole discretion at any time. Bank will provide you with such notice as is required by law (if any), by mailing such notice to you at the latest postal address shown in Bank’s records. If you have elected to receive statements electronically, notices may be delivered to you electronically in the same manner that statements are delivered and Bank will have met the notice requirement by sending you an email or other electronic message to the email or electronic address on file that either contains the notice or directs the recipient to an Internet-accessible location where the notice may be viewed. You are responsible for maintaining a valid email or other electronic address, as applicable, and are responsible for updating this address if it changes. Bank at all times reserves the right to deliver any statement, notice, or other communication to you in writing at the latest postal address shown in Bank’s records. Subject to applicable law and provided Bank does not notify you otherwise, any changes will apply to the current balance of your Accounts as well as to future balances.
Laws governing this agreement
The laws of the state of South Dakota shall govern this Agreement. If any part of this Agreement cannot be enforced, this fact will not affect the rest of this Agreement. Bank may delay or forego enforcing any of its rights or remedies under this Agreement without losing them. Notwithstanding anything to the contrary, this Agreement shall not require or permit the payment, taking, reserving, receiving, collection, or charging of any sums constituting interest that exceed any maximum amount of interest permitted by applicable law. Any such excess interest shall be credited against the then unpaid principal balance or refunded to Customer. Without limiting the foregoing, all calculations to determine whether interest exceeds the maximum amount shall be made by amortizing, pro-rating, allocating, and spreading such sums over the full term of the loan, including all prior and subsequent renewals and extensions. Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts) shall not apply to any revolving loan accounts existing under this Agreement.
Sanctions, Anti-Money Laundering, and Anti-Corruption
Important Terms for this Section. For this section of the Agreement, these important terms are defined as follows:
- "Anti-Corruption Laws" means: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Customer or any member of the Customer Group is located or doing business.
- "Anti-Money Laundering Laws" means applicable laws or regulations in any jurisdiction in which the Customer or any member of the Customer Group is located or doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.
- "Customer Group" means, wherever they may be located: (a) the Customer, (b) any parent company of the Customer, (c) any affiliate or subsidiary company of the Customer, (d) any Account Guarantor, (e) the owner of any collateral securing the Account, any guaranty, or this Agreement, and (f) any officer, director or agent acting on behalf of any of the parties referred to in items (a) through (d) with respect to the Account, this Agreement or any of the other related documents.
- "Person" means an individual, entity, group or government.
- "Sanction" or "Sanctions" means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws imposed, administered or enforced by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future statute or Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other governmental authority with jurisdiction over Customer or any member of the Customer Group.
- "Sanctioned Target" means any target of Sanctions, including: (a) Persons on any list of targets identified or designated pursuant to any Sanctions, (b) Persons, countries, or territories that are the target of any territorial or country-based Sanctions program, (c) Persons that are a target of or subject to Sanctions due to their ownership of or control by any Sanctioned Target(s), or (d) otherwise a target of or subject to Sanctions, including vessels and aircraft, that are blocked under any Sanctions program.
Sanctions. Customer represents and warrants continuously throughout the term of this Agreement that: (a) no member of the Customer Group is a Sanctioned Target; (b) no member of the Customer Group is owned or controlled by, or is or has been acting or purporting to act for or on behalf of, directly or indirectly, a Sanctioned Target; (c) each member of the Customer Group has instituted, maintains and complies with policies, procedures and controls that are appropriate for their business and are reasonably designed to assure compliance with Sanctions; and (d) to the best of Customer’s knowledge, after due care and inquiry, no member of the Customer Group is under investigation for an alleged violation of Sanction(s) by a governmental authority that enforces Sanctions. Customer shall notify Lender in writing not more than one (1) business day after first becoming aware of any breach of this section.
Anti-Money Laundering and Anti-Corruption Laws. Customer represents and warrants continuously throughout the term of this Agreement that: (a) each member of the Customer Group has instituted, maintains and complies with policies, procedures and controls that are appropriate for their business and are reasonably designed to assure compliance with Anti-Money Laundering Laws and Anti-Corruption Laws; and (b) to the best of Customer’s knowledge, after due care and inquiry, no member of the Customer Group is under investigation for an alleged violation of Anti-Money Laundering Laws or Anti-Corruption Laws by a governmental authority that enforces such laws.
Use of Proceeds.
- Sanctions. Customer shall not, and shall ensure that each member of the Customer Group will not, directly or indirectly use the Account to fund, finance or facilitate any activities, business or transactions: (a) that are prohibited by Sanctions, (b) that would be prohibited by U.S. Sanctions if conducted by a U.S. Person, or (c) that would be prohibited by Sanctions if conducted by Bank, or any other party hereto. Customer shall notify Bank in writing not more than one (1) business day after first becoming aware of any breach of this section.
- Anti-Money Laundering/Anti-Corruption Laws. Customer shall not, and shall ensure that each member of the Customer Group will not, directly or indirectly use the Account to fund, finance or facilitate any activities, business or transactions that would be prohibited by Anti-Money Laundering Laws or Anti-Corruption Laws.
Compliance. Customer shall, and Customer shall ensure that each member of the Customer Group will, comply with Sanctions, Anti-Money Laundering Laws, and Anti-Corruption Laws.
Source of Repayment and Collateral. Customer shall not fund any repayment of the Account with proceeds, or provide as collateral any property, that is directly or indirectly derived from any transaction or activity that is prohibited by Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, or that could otherwise cause the Bank or any other party to this Agreement to be in violation of Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws.
Limitation on lawsuits
Customer agrees that any lawsuit based upon any cause of action which Customer may have against Bank must be filed within one year from the date that the cause of action arises or Customer will be barred from filing the lawsuit. This limitation is intended to include tort, contract, and all other causes of action for which Customer and Bank may lawfully contract to set limitations for bringing suit.
Right to terminate an account
In addition to any other Remedies provided in the Agreement, Bank may terminate or close any or all of your Accounts at any time, or reduce the amount of your Credit Limit, on any or all of your Accounts, without notice, subject to applicable law, even though a Default on any Account may not have occurred. If Bank terminates an Account, you agree to destroy any BusinessLine Card(s) and SUPERCHECKS drafts issued on that Account. You agree that you will continue to be responsible for full payment of the balance on the closed Account(s) and all charges to the Account(s), including, without limitation: SUPERCHECKS advances, Purchases and Cash Advances that post after termination of the Account, and any Finance Charge and Other Charges. Customer, any authorized representative of Customer, any Account Guarantor, and any Authorized Signer may close the Account at any time upon written notification to the Bank.
Back to the TopCredit Evaluation
Credit reports and re-evaluation of credit
You authorize Bank to obtain business and personal credit bureau reports in the name of the Customer, its owners, and each Account Guarantor of Customer’s obligations under this Agreement (each an "Account Guarantor") at any time. You agree to submit to Bank current financial information in the name of the Customer and to submit or cause each Account Guarantor and owner to submit to Bank, current financial information in its name, and the name of its owners, at any time upon request. Such information shall be used for the purpose of evaluating or reevaluating Customer’s, its owners’, and Account Guarantor(s)’ creditworthiness. You also authorize Bank to use such information and to share it with its affiliates in order to determine whether you and any Account Guarantor are qualified for other products and services offered by Bank and its affiliates. Upon determination that Customer’s, owners' or Account Guarantor(s)’ creditworthiness has changed adversely or does not satisfy Bank’s current credit standards, Bank may close or lower the Credit Limit on any or all Accounts. Bank may report its credit experience with Customer, its owners’, Account Guarantor(s)’ and Customer’s Account(s) to third parties. Customer agrees that Bank may release information about Customer, its owners’, the Account Guarantor(s)’ and/or Customer’s Account to Bank affiliates.
Important Notice About Credit Reporting. Bank may report information about your Account(s) to credit bureaus and/ or consumer reporting agencies in your name, the name of your business organization, and in the name of any Account Guarantor(s). Late payments, missed payments, or other defaults on your Account(s) may be reflected in your, your business organization’s, and Account Guarantor’s credit report(s) and/or consumer report(s).
ECOA notice
The federal Equal Credit Opportunity Act ("ECOA") prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income is derived from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The Federal agency that administers compliance with this law concerning Wells Fargo Bank, N.A. is the Consumer Financial Protection Bureau, 1700 G Street NW, Washington, DC 20552.
ECOA information
If any application for additional business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, please contact Wells Fargo Small Business Lending, PO Box 29482, Phoenix, AZ 85038, or call 1-800-231-9244, within 60 days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement.
Arbitration
Arbitration program
Binding arbitration
The parties hereto agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. Arbitration may be demanded before the institution of a judicial proceeding, or during a judicial proceeding, but not more than 60 days after service of a complaint, third party complaint, cross-claim, or any answer thereto, or any amendment to any of such pleadings. A "Dispute" shall include any dispute, claim, or controversy of any kind, in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of this agreement, or any other agreement, document or instrument to which this Arbitration Program is attached or in which it appears or is referenced, or any related agreements, documents or instruments or any renewal, extension, modification, or refinancing of any indebtedness or obligation relating to the foregoing, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default, or termination. This provision is a material inducement for the parties entering into the transactions relating to this Agreement, DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT TO THIS ARBITRATION PROGRAM.
Governing rules
Any arbitration proceeding will: (i) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (ii) be conducted by the American Arbitration Association ("AAA"), or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees, and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large complex commercial disputes to be referred to herein, as applicable, as the "Rules"). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties, or if they cannot agree, then at a location selected by the AAA in the state of South Dakota. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. The arbitrator shall award all costs and expenses of the arbitration proceeding. Nothing contained herein shall be deemed to be a waiver by any party that is a lender of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.
No waiver of provisional remedies, self-help, and foreclosure
The arbitration requirement does not limit the right of any party to:
(i) foreclose against any real or personal property collateral; (ii) exercising self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment, or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in section (i), (ii), and (iii) of this paragraph.Arbitrator qualifications and powers
Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Every arbitrator must be a neutral practicing attorney or a retired member of the state or federal judiciary, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the applicable state rules of civil procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.
Discovery
In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.
Class proceedings and consolidations
No party shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties to this Agreement, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.
Miscellaneous
To the maximum extent practicable, the AAA, the arbitrators, and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the documents between the parties or the subject matter of the Dispute shall control. This arbitration provision shall survive the repayment of the obligations that are the subject of this agreement and the termination, amendment, or expiration of any of the documents or any relationship between the parties.
©2024 Wells Fargo Bank, N.A. Member FDIC.
BLD-114 (08-24)BD10154 LS10033 LBD10154 C22773
