General Terms and Conditions for Shell Card
The following Terms and Conditions govern the use of fuel cards issued by Shell and associated services. Unless otherwise agreed in writing between Shell and the Principal Cardholder, these Terms and Conditions, as amended from time to time, supersede any earlier terms and conditions issued by Shell and shall override any terms and conditions referred to by the Principal Cardholder (whether in its Application or elsewhere).
AGREEMENT FOR SHELL FUEL CARD BETWEEN SHELL PAKISTAN (Shell) and PRINICPAL CARDHOLDER
Terms & Conditions
The following Terms and Conditions govern the use of fuel cards issued by Shell and associated services. Unless otherwise agreed in writing between Shell and the Principal Cardholder, these Terms and Conditions, as amended from time to time, supersede any earlier terms and conditions issued by Shell and shall override any terms and conditions referred to by the Principal Cardholder (whether in its Application or elsewhere).
In these Terms and Conditions the following words, terms or expressions shall have the following meanings:
“Agreement” means the agreement for Shell Fuel Card Terms & Conditions with a Principal Cardholder for the supply of Cards, including the Application, these Terms and Conditions, and any schedules, appendices and attachments, as may be amended from time to time.
“Alerts” means the communications sent via the Online Services to inform the Principal Cardholder that one or more of the Cards has been detected as being put to unusual use, the scope of which may be limited in accordance with the choices made within the Application.
“Applicant” means the body corporate, partnership, group, firm or other person(s) applying for Cards, and any person who signs the Application.
“Application” means the application form and/or any documentation sent to, completed and/or signed by or on behalf of the Principal Cardholder, in which the Principal Cardholder seeks to enter into an Agreement.
“Associated Persons” means any natural or legal person associated with and/or that has a financial link with the Principal Cardholder (e.g. contractors or members of the same group of companies as the Principal Cardholder), on whose behalf the Principal Cardholder submits an Application.
“Authorised Cardholder” means a person to whom the Principal Cardholder has provided a Card, including (for the avoidance of doubt), any Associated Person or its representative(s). “Card” means any card issued to the Principal Cardholder by Shell for the purpose of enabling Cardholders to purchase Supplies.
“Card and Service Charges” means the fees or other charges as set out in the Agreement or other written correspondence, and as further described in Clause 7. “Cardholder” means the Principal Cardholder and, where applicable, any Authorised Cardholder.
“Retailer” means (a) the service station retailer or such other retailer appointed by any member of the Shell Group and/or (b) any company (whether a member of the Shell Group or otherwise) with which any member of the Shell Group has an agreement permitting it to make Supplies to Cardholders on production of a certain type of Card.
"Denied or Restricted Party" shall mean a party (i) targeted by national, regional or multilateral trade or economic sanctions, including, but not limited to, persons designated or listed by the United Nations, United States of America, European Union (EU) or an EU Member State in force from time to time or (ii) directly or indirectly owned or controlled by or acting on behalf of such persons. “Intellectual Property” means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights; know-how, lists of suppliers and customers and other proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.
“Online Services” means the facilities available through the Shell Website.
“Password” means any password or code issued to a User by Shell for use in connection with the Online Services. “PIN” means the Cardholder’s personal identification number.
“Personal Data” means any information relating to an identified or identifiable individual, including through identification by means of online identifiers, device IDs, IP addresses or similar methods.
“PIN Mailer” means the document and any packaging used to deliver the PIN associated with any individual Card to the Cardholder.
“Principal Cardholder” means any body corporate, partnership, group, firm or other person(s) that has entered into an Agreement for the supply of Cards. "Restricted Jurisdiction" means countries or states that are subject to comprehensive trade sanctions or embargoes.
“Sales Voucher” means a voucher (manually or electronically produced) recording the delivery of Supplies to a Cardholder in a Card transaction. “Shell” means Shell Pakistan Limited.
“Shell Group” means Royal Dutch Shell plc and any company (including, for the avoidance of doubt, Shell) which is for the time being directly or indirectly controlled by Royal Dutch Shell plc. “Shell Website” means www.shell.com.pk or such other URL as is notified to the Principal Cardholder from time to time.
“Supplies” means any goods or services which a Cardholder may obtain from Retailer pursuant to this Agreement. The purchase category which applies to any given Card will appear on the face of the Card.
“User” means the Principal Cardholder, or a person for whom a User ID has been registered by Shell (including, for the avoidance of doubt, any Cardholder) and who is authorised by the Principal Cardholder to use the Online Services.
“User ID” means any identification code given to a User by Shell for use in connection with the Online Services.
“Velocity Limit(s)” means any control(s) or limit(s) set or agreed by Shell on the use of any individual Card and/or any Card account and enforced by the technology of Shell systems or described in any individually applicable contracts or product definitions.
2. Applications and Acceptance of Terms and Conditions
2.1 Submission of a signed paper Application by the Principal Cardholder constitutes acceptance of these Terms and Conditions by the Principal Cardholder, on behalf of itself and any Associated Person in relation to which the Principal Cardholder has submitted an Application.
2.2 The Principal Cardholder may not, and shall ensure that Authorised Cardholders and/or Users do not, apply for any Card other than on behalf of itself and/or any Associated Person.
2.3 In the event that the Principal Cardholder submits an Application for and on behalf of Associated Persons and/or discloses information to Shell about Associated Persons, the Principal Cardholder represents and agrees that it:
(a) is liable for any transactions made using Cards that are supplied to such Associated Persons;
(b) has the necessary authority to act on behalf of the Associated Persons, is entitled to disclose information about the Associated Persons, and has any consent required to do so;
(c) is aware (and has made any Associated Persons aware) that the information provided may be held within systems run by or on behalf of the Shell Group and representatives of any Associated Person (including, for the avoidance of doubt, the Principal Cardholder) may be able to access information relating other Associated Persons as well as itself, in accordance with the provisions of Clause 12, Personal Data below;
(d) will facilitate any credit assessment in relation to any Associated Person by obtaining their written consent to such an assessment in accordance with the procedures required by Shell;
(e) is aware (and has made any Associated Persons aware) that the information provided by it may create a link between Associated Persons at any credit reference agency, and that this link will be taken into account in all future Applications by any Associated Person until a disassociation is successfully filed with the relevant credit reference agency(ies);
(f) will inform Shell without delay (and cancel the relevant Card(s)) in the event that links with any Associated Person(s) are severed such that it should no longer be treated as an Associated Person by Shell.
2.4 Reissue and/or ‘resale’ of Card is not permitted.
3. Account Set-up and Supply of Cards
3.1 The Principal Cardholder will submit a completed Application to Shell. Where Shell wishes to accept such Application, Shell will set up the relevant customer account(s) and arrange for the production of the Card(s) encoded and embossed with the Cardholder’s data, the production of a PIN and the subsequent mailing of Card(s) and the PIN Mailer(s) to the Cardholder, where appropriate.
3.2 Shell may require any Applicant and/or Cardholder to: use account opening information sent to a verified address to activate a Card; provide physical forms of identification or other documentation/confirmations; or provide the name, address and other personal details of directors, shareholders, partners or other relevant person(s) for their identities to be verified. Shell may also contact the Applicant and/or Cardholder in order to carry out additional checks. The Principal Cardholder shall notify Shell, in writing and without delay, of any changes (set out in the Application or otherwise) to the details relating to it, its account and/or any Cardholder.
3.3 PINs will be produced by Shell. The Principal Cardholder must ensure that a separate and appropriately secure PIN is set for each Card. Each PIN shall only be used by the relevant Cardholder and shall not be disclosed to any other person including Retailer and the site attendant. The PIN must be memorised by the Cardholder and any document on which it was supplied destroyed. The PIN must not be kept in any other written format. The Principal Cardholder is liable for any failure to comply with these requirements and will also be liable for the use of any Card with a PIN by any person, authorised or unauthorised, prior to actual cancellation of a Card.
3.4 All requests for additional Cards shall be made by a User via the Online Services. If an additional Card is requested, Shell may demand reasonable additional financial security. If the Principal Cardholder fails to provide such security Shell has the right to decline the additional Card request.
3.5 All delivery addresses for Cards (and any PIN Mailers) which differ from the addresses recorded on the Application must be confirmed by the Principal Cardholder via the Online Services. Shell may require the Principal Cardholder to provide proof of trading from such address. Replacement Cards will be sent to the Principal Cardholder’s registered or principal address, as recorded on the Application (or updated by the Principal Cardholder by notice in writing to Shell).
4. Card Use
4.1 The Principal Cardholder shall use all reasonable endeavours to ensure that Cards are only in the possession of and only used by Authorised Cardholders. A Card shall not be valid unless the signature strip on the reverse of the Card has been completed in accordance with the instructions issued by Shell from time to time. Cards remain the property of Shell at all times and the Principal Cardholder shall promptly return any Card(s) to Shell at Shell’s request.
4.2 The Cardholder can only use the Card:
(a) if it is a current Card which has not expired, been cancelled, been stopped or reported as lost or stolen; and
(b) to obtain Supplies from a Retailer; and
(c) to obtain Supplies as defined by the purchase category of the Card and within the geographical and network restrictions of the Card; and
(d) to obtain Supplies up to any Velocity Limit(s); and
(e)if the Cardholder inputs the PIN where required by the Retailer.
4.3 The Principal Cardholder acknowledges that:
(a) Supplies may be purchased directly from Shell whether or not Shell actually delivers the Supplies (the relevant Retailer may physically deliver Supplies); or
(b) Supplies may be purchased from (and therefore invoices rendered by) a Retailer rather than Shell. In all cases however, the Principal Cardholder is obliged to make payment for the Supplies to Shell.
4.4 It is the obligation of the Cardholder to collect and retain any Sales Voucher issued at the time Supplies are purchased. However, verification of the Authorised Cardholder’s signature on the Sales Voucher is outside the scope of this Agreement. Cardholders may not leave Cards at Retailer’s premises.
4.5 The Principal Cardholder shall ensure that each Authorised Cardholder complies with the Agreement and any procedural requirements of a Retailer in respect of any Card transaction, that no Card remains in the possession of any person who has ceased to be an Authorised Cardholder, and represents and warrants that each Authorised Cardholder has been given authority to use the Card as a duly authorised representative of the Principal Cardholder.
4.6 Where a Cardholder or a person purporting to be a Cardholder of a Card which has not been reported lost or stolen and who provides a credible form of identification obtains Supplies and either does not have the Card with them or the Card cannot be processed for any reason, such person may (at the discretion of the Retailer) fill in an intent to pay form, promising to return to the Retailer to pay for the Supplies within 7 days. Where such a person fails to do so, Shell shall be entitled to treat the transaction as if the Card had been presented and successfully processed, such that the Principal Cardholder shall be liable for the Supplies and the amount outstanding in respect of such Supplies shall be added to the Principal Cardholder’s next invoice.
4.8 Shell reserves the right to refuse any single Card transaction from time to time for any reason connected with Card or account security and the Principal Cardholder hereby acknowledges and accepts that Shell shall not be liable in any way for such refusal. Notwithstanding any Velocity Limit(s) or other controls, the Principal Cardholder shall be liable for the use of any Card by any Cardholder save as expressly provided for in this Agreement, and (in particular) shall remain liable in respect of any Card transaction in the event of any failure by a Cardholder to comply with the terms of this Agreement.
5. Online Services
5.1 The Online Services enable Users to manage orders relating to their Cards, retrieve information regarding Card transactions and to analyse such information using reporting facilities available within the Online Services.
5.2 The Principal Cardholder shall nominate (in writing) a User to be set up as an administrator of, and who will be able to add Users to, the Principal Cardholder's account(s). All Users will be allocated (via email) a Password and/or a User ID to enable them to use the Online Services.
5.3 The Principal Cardholder undertakes that Users are authorised to represent it, agrees that it is responsible for the safekeeping of Passwords and/or User ID's, and that it will (and will ensure Users do) comply with any instructions Shell may issue regarding use of the Online Services, including security measures such as Password changes. The Principal Cardholder is liable for the use of the Online Services by any person, authorised or unauthorised, who accesses the Online Services using any Passwords and/or User IDs issued to the Principal Cardholder.
5.4 The Principal Cardholder shall (and shall ensure all Users shall) report any malfunction of the Online Services to Shell without delay via Customer Service Center by calling 021-111-345-543 or by email at email@example.com.
5.5 Whilst Users are entitled to review the data obtained via the Online Services and distribute it within the Principal Cardholder's organisation, Shell’s prior written approval will be required for any other use (including reproduction or publication) of such data. Users are not permitted to make the Online Services, or any data derived from the use of such, available to any third party.
5.6 Shell reserves the right to
(a) alter the format or content of the Online Services;
(b) undertake such maintenance, repair or improvement to the Online Services as may be required for their proper functioning, in which case it may suspend the Online Services (without notice in the case of an emergency) and/or give such instructions to Users as it deems reasonably necessary; and/or
give such instructions to Users as it deems reasonably necessary; and/or
(c) suspend the Online Services or deny any User access in the event of breach of this Agreement.
5.7 Advance Controls Tool: The 'Advanced Controls Tool' is a portal through which a User can, via the Online Services, set restrictions as to the use of the Cards (in addition to those controls that are set by Shell). Additional Card and Service Charges will be payable in the event that a Principal Cardholder chooses to use this tool. The Principal Cardholder is responsible for the accuracy of the information provided when the controls are set, and Shell cannot be held liable for any operational consequences following from the Principal Cardholder's choices. The Principal Cardholder shall inform Cardholders of the additional controls set, and shall ensure that the Alerts set in the Online Services are adjusted to reflect the additional controls that have been chosen. Any controls shall be effective within 24 hours from modification within the Online Services.
5.8 The Principal Cardholder accepts the Online Services and the data available via these services “as is” and any use of the Online Services shall be undertaken at the User’s account and risk. Whilst Shell uses reasonable skill and care to ensure that the Online Services are available and the data provided via the Online Services is accurate and complete, it cannot provide any guarantee in relation such availability or data. Shell is not responsible for the consequences of changes made to Card functionality via the Online Services. Delivery of an Alert does not relieve the Principal Cardholder of liability for the use of any Card(s) that is(are) the subject of an Alert.
6. Cancellation of Cards and Principal Cardholder Liability
6.1 If a Card is lost, stolen, misused, remains in possession of a person who has ceased to be an Authorised Cardholder, or the Principal Cardholder wishes to cancel a Card for any other reason, the Principal Cardholder shall immediately notify Shell. Such notification may be made either via the Online Services, or if the Cards are not managed via the Online Services, where the request is made in writing to firstname.lastname@example.org or by calling the Shell Customer Service Centre 021-111-345-543.
6.2 Where a Card is lost, stolen or misused, the Principal Cardholder shall provide Shell with all relevant information as to the circumstances of the loss, theft or misuse, and take all reasonable steps to assist Shell to recover the relevant Card(s). The Principal Cardholder must also notify the police of any loss, theft or misuse and obtain a police report, a copy of which must be provided to Shell. Where a Card remains in the possession of an Authorised Cardholder, the Principal Cardholder shall ensure that any cancelled Card is destroyed, and such destruction shall include cutting the magnetic strip on the Card (this also applies to any Cards that have been reported as lost or stolen, but are subsequently recovered). Shell shall not be liable for any loss arising from fraud and/or misuse of a Card which has not been properly destroyed and disposed off as per the procedure set out in this clause.
6.3 Shell will cancel a Card once a cancellation request has been made via the Online Services or the Shell Customer Service Centre. The Principal Cardholder shall have no further liability for Card transactions made with the relevant Card after submission of such a request.
6.4 Shell may request the return of all/any Cards or cancel or suspend all/any Cards or Card accounts at any time without notice, or refuse to reissue, replace or renew any Card during any period in which:
(a) fraudulent, illegal or unlawful use of any Card or Card account is suspected;
(b) Shell receives a credit reference in relation to the Principal Cardholder which in Shell’s reasonable opinion is unsatisfactory; or
(c) any Cardholder is in breach of this Agreement.
Where Cards or Card accounts are cancelled or suspended without notice, Shell shall notify the Principal Cardholder as soon as reasonably practicable. Where any Card account is suspended by Shell for any reason, all monies due from the Principal Cardholder to Shell shall become payable forthwith, and Shell may require the Principal Cardholder to make payment of such before the account is reactivated.
6.5 Any request for return or cancellation or suspension of a Card is made by Shell without prejudice to the Principal Cardholder’s liability in respect of use of any Cards prior to the actual cancellation or destruction of the relevant Card.
7. Prices and Card and Service Charges
7.1 The amount to be charged for fuel is calculated by reference to the price mechanism set out in the Application, or as otherwise agreed in writing between the parties. All fuel prices are subject to the regulation of OGRA (Oil and Gas Regulatory Authority), the amount to be charged per litre of fuel will be calculated as per OGRA set prices at Shell branded service stations in Pakistan.
7.2 The amount to be charged for all Supplies excluding fuel shall be as specified in the Application or other written correspondence between Shell and the Principal Cardholder, or (in the absence of such specification) the relevant Card transaction value shown on the Sales Voucher or, where no Sales Voucher is issued at the time the service is provided, the amount shown on the relevant invoice.
7.3 The scope and rate of any Card and Service Charges for which the Principal Cardholder shall be liable shall be set out in the Application or other written correspondence between Shell and the Principal Cardholder and may be amended from time to time at Shell’s discretion.
7.4 All Card and Service Charges relating to the preceding invoice/statement period shall be added to the Principal Cardholder’s next invoice/statement and shall be payable in accordance with Clause 9.
8. Invoices and Statements
8.1 Invoices and/or statements will be sent or made available to the Principal Cardholder at the billing period intervals determined by Shell from time to time. The invoice/statement will detail the Card transactions (including the amount charged for such) for the relevant billing period, together with any Card and Service Charges.
8.2 Any queries concerning any invoice or statement, including but not limited to requests for copies of Sales Vouchers, must be in writing and be sent by the Principal Cardholder to Shell within 20 days of the date of the relevant invoice/statement.
9.1 Payment by the Principal Cardholder of any amount owed under this Agreement shall be made directly by the Principal Cardholder, in the currency set out in the relevant invoice and, unless agreed otherwise by Shell in the Application.
9.2 Settlement shall be in respect of the whole amount of all invoices due and owing at such date. The Principal Cardholder may only use a third party to make payment on its behalf with Shell’s prior written consent.
9.3 Without prejudice to Shell’s right to terminate this Agreement, Shell reserves the right to charge interest on late payment and compensation for debt recovery costs to the maximum extent permitted under applicable law1.
9.4 If payment of the entire debit balance shown on the Account is not received by Shell in full by the Payment Due Date, Shell shall be entitled to charge Late Payment Charge at a rate of Two and half per centum (2.5%) per month on the unpaid balance (subject to a minimum of Pak Rupee 1000 (Rs.1000.00) whichever is higher). Shell may debit the Account in respect of any Late Payment Charge or fee at monthly or such other intervals as may be determined by Shell. Shell reserves the right to amend this provision from time to time as it deems fit subject to prior written notification to Principal Cardholder.
10. Security and Financial Limits
10.1 Shell reserves the right to call for any form of security in respect of Card transactions and any other sums due under this Agreement. The provision of security shall not affect the Principal Cardholder’s liability under this Agreement. The specific interest rate may be set out here, if fixed across the relevant market.
10.2 If security is not provided on request or expires or ceases to be valid for any reason then, without prejudice to Shell’s right to recover all amounts due from the Principal Cardholder, Shell may terminate this Agreement immediately on notification to the Principal Cardholder.
10.3 Shell may from time to time impose and notify to the Principal Cardholder a financial limit applicable to any single transaction using a Card or to the overall amount incurred by the Principal Cardholder within any one billing period.
11. No Set-Off
11.1 All payments made by the Principal Cardholder or any credits or refunds due to the Principal Cardholder shall be applied first in settlement of any interest due and secondly by Shell in its absolute discretion in reduction of any amount due on any account whatsoever.
11.2 To the extent permitted by applicable law, no set off or counter claim shall be made against Shell in respect of a claim by any Cardholder against Shell.
12. Personal Data Protection
12.1 Principal Cardholder and Shell may in the course of performance of this Agreement provide each other with Personal Data. Any processing of Personal Data will be done in accordance with the terms of this Agreement and applicable data protection laws (applicable laws related to the protection of individuals, the processing of such information, and security requirements for, and the free movement of, such information).
12.2 Shell and Principal Cardholder agree and acknowledge that they will each be independently acting as data controllers in respect of Personal Data processed by each of them. This Agreement does not establish a basis for jointly exercising data controller powers over the relevant Personal Data.
12.3 Shell will process Personal Data provided by the Applicant, Principal Cardholder, Associated Persons and Authorised Cardholders in accordance with the Shell Fleet Solutions Supplementary Privacy Statement available at https://www.shell.com.pk/privacy.html that supplements the global Privacy Notice - Business Customers, Suppliers and Business Partners available at https://www.shell.com.pk/privacy.html (depending on the location). Personal Data will be processed to the extent necessary for the supply of Cards and Card services to the Principal Cardholder as described in this Agreement and specifically for the following principal purposes:
- performance and improvement of the services by Shell to Principal Cardholder;
- meeting regulatory requirements related to the performance of the services by Shell to Principal Cardholders, including for assurance with trade controls and anti-bribery and corruption regulations; and
- prevention and investigation of fraud.
12.4 Where Principal Cardholder has provided Shell with Personal Data of Authorised Cardholders (including permanent or temporary employees, contractors, trainees or other members of staff), the Principal Cardholder shall provide the Authorised Cardholders with the information contained in the Shell Fleet Solutions Supplementary Privacy Statement, as attached to this Agreement (also available on the https://www.shell.com.pk/privacy.html and obtain, where required, all consents if these are necessary to fully comply with applicable privacy laws.
12.5 In processing any Personal Data provided to it by the Principal Cardholder, Shell shall:
(a) put in place technical measures to safeguard the Personal Data, such measures to be appropriate to the nature of the data being processed and take into account the harm which would be caused to the data subject should any unauthorised loss, disclosure or destruction of the data occur;
(b) put in place appropriate organisational measures to safeguard the Personal Data;
(c) not process any Personal Data of Principal Cardholder, Associated Persons and/or Authorised Cardholders except to the extent necessary for the supply of Cards and Card services to the Principal Cardholder as described in this Agreement;
(d) put in place measures designed to ensure that no Personal Data will be transmitted outside of the EEA without appropriate contractual or equivalent protection being in place to protect such Personal Data and shall ensure that such measures are maintained for the duration of this Agreement. Shell has adopted Binding Corporate Rules that allow Shell to transfer Personal Data between companies of the Shell group, even if such companies are established outside of the EEA.
13.1 Without prejudice to any other rights and remedies, either party may terminate the Agreement by giving not less than 30 days prior written notice to the other party. Further, either party may terminate this Agreement by giving notice at any time if:
(a) the other party is in breach of any of any provision of the Agreement which is incapable of remedy or, if capable of remedy, is not remedied within 10 days of receipt of notice by the party not in breach requiring remedy; or
(b) the other party goes into or in the reasonable opinion of the relevant party is likely to enter into receivership, administrative receivership, administration, bankruptcy or liquidation or has similar proceedings taken against it or any other event occurs which in the opinion of the relevant party may affect the ability of the other party to comply with any or all of its obligations or meet any of its liabilities under the Agreement; or
(c) any other circumstance arises which gives the relevant party a termination right under these Terms and Conditions.
13.2 Shell may terminate the Agreement upon notification to the Principal Cardholder if:
(a) Shell receives a credit reference which in the reasonable opinion of Shell is unsatisfactory;
(b) in the event that Shell becomes aware that the Principal Cardholder and/or any Associated Person(s) is controlled by the government of any Restricted Jurisdiction, or is a Denied or Restricted Party; or
(c) Shell, the Principal Cardholder, or any Associated Person(s), is subject to a Change of Control.
13.3 Shell may close any account held by the Principal Cardholder [without notification to the Principal Cardholder] in the event that no Card issued in relation to that account is used for a period of twelve (12) months or more. Further, where no account held by the Principal Cardholder has been used for such period, Shell may also terminate this Agreement [without notification to the Principal Cardholder].
14. Effect of Termination
14.1 On termination of the Agreement for any reason, without prejudice to the rights of Shell already accrued at the date of termination, the whole outstanding balance of the Principal Cardholder’s account shall become due and payable in full to Shell and the right of any Cardholder to use any Card shall cease immediately.
14.2 On termination of the Agreement for any reason, the Principal Cardholder shall destroy all of the Cards, which shall include cutting the magnetic stripe on the Cards and, where required by Shell (but only where the Principal Cardholder has terminated the Agreement), the Principal Cardholder must provide a certificate of destruction which lists all card numbers and the corresponding Cardholder names and certifies that all of the Cards issued to the Principal Cardholder have been destroyed. The Principal Cardholder will remain fully liable without limitation for any use and/or misuse of the Cards until such time as they are destroyed.
15. Liability of Shell
15.1 Save to the extent that such liability cannot by law be limited or excluded neither Shell nor any member of the Shell Group shall be liable for loss of profit or for any indirect or consequential loss or damage suffered by any Cardholder or by any third party in connection with any Supplies or the use of any Card or the Online Services, including but not limited to loss of use, loss of anticipated profit, loss of revenue, loss of production and business interruption.
15.2 Further, Shell shall not be liable to any Cardholder or any third party in respect of the fraud, negligence, act, default or omission or wilful misconduct of:
(a) independent contractors engaged by Shell, or their employees, contractors or agents; and
(b) any Retailer or their employees, contractors or agents (including any refusal to provide Supplies).
16. Intellectual Property
16.1 Intellectual Property in the following non-exhaustive list shall remain the property of Shell Group members and/ or their licensors:
(a) any computer software or data supplied by (whether via the Online Services or otherwise) or used by Shell or any member of the Shell Group in performing this Agreement;
(b) the content of Shell Website and the Online Services, including, but not limited to, all coding, text, images, links and web pages; and
(c) any other material(s) provided by Shell or any member of the Shell Group under this Agreement.
16.3 The Principal Cardholder shall not, and shall procure that Authorised Cardholders and/or Users do not (or knowingly allow others to) modify, create derivative works from, transmit, distribute, reverse engineer, decipher, decompile, disassemble, or reduce to human readable form, any computer software supplied or used by Shell or any member of the Shell Group pursuant to this Agreement.
16.2 All Intellectual Property which results from or is otherwise created pursuant to or for the purposes of the performance of this Agreement shall immediately upon creation vest in and become the property of Shell or any member of the Shell Group (as appropriate) and, by force of this Clause 16, the Principal Cardholder shall take all necessary steps to assign and shall procure that Authorised Cardholders and/or Users shall assign, such Intellectual Property to Shell or any member of the Shell Group.
17.1 Without prejudice to Clause 7, Shell may, acting reasonably and upon notice to the Principal Cardholder (via the Online Services or otherwise), vary any of these Terms and Conditions (including without limitation any terms contained in written correspondence) or impose new terms and conditions for any other card scheme or online service which is similar to the current card scheme or online service, whether or not such new scheme is operated by Shell or by a third party on behalf of Shell.
17.2 The use of any Card after notification of any variation to these Terms and Conditions or the imposition of new terms and conditions shall be deemed to be acceptance of the varied or new terms and conditions by the Principal Cardholder.
18.1 The Principal Cardholder shall not be entitled to assign, transfer, mortgage or charge all or any of its rights interests or obligations under the Agreement except by way of a floating charge created in the ordinary course of business.
18.2 Shell shall be entitled in its absolute discretion and without the consent of the Principal Cardholder to assign, transfer, mortgage or charge all or any of its rights, interests or obligations under the Agreement.
19. Joint and Several Liability
Where there is more than one Principal Cardholder, the obligations of the Principal Cardholders shall be joint and several.
The headings used in the Agreement are for convenience and shall not affect the interpretation of the Agreement.
21.1 A notice, demand, request, statement, or other communication under or in connection with under the Agreement shall only be effective if it is in writing. Faxes and e-mail are permitted.
21.2 Notices, demands, requests, statements, or other communications under or in connection with the Agreement shall be sent to a party at the addresses or numbers specified from time to time (in writing) by the party to whom the notice is addressed and shall be marked for the attention of the account contact and, for all communications sent to Shell, copied to the company secretary at the registered address.
21.3 Any notice given under the Agreement:
(a) shall be effective only upon actual receipt at the appropriate address;
(b) that is delivered outside working hours shall be deemed not to have been given until the start of the next working day in the relevant place;
(c) may not be withdrawn or revoked except by notice given in accordance with this Clause.
21.4 Shell reserves the right to nominate additional person or replace persons nominated in the Agreement and to amend or change their address by written notice to Principal Cardholder.
22. Force Majeure
Neither Shell nor any member of the Shell Group shall be liable for any failure to perform its obligations under the Agreement if fulfilment has been delayed, hindered, interfered with, curtailed or prevented: (i) by any circumstance whatsoever which is beyond its reasonable control, or that of its agents or contractors; or (ii) by any requirement to comply with any law, regulation or ordinance, or 'Without notice' provisions to be verified locally. With any order, demand or request of any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by any of them.
The failure of Shell or any member of the Shell Group to enforce any of the provisions of this Agreement at any time shall not be construed as a waiver of that provision unless it is confirmed as such by Shell in writing. No waiver of any breach of this Agreement shall be held to be a waiver of any other breach or a continuing waiver of any further breach of this Agreement.
24. Law, Jurisdiction and Dispute Resolution
24.1 This Agreement shall be construed under and exclusively governed by the Law of Islamic Republic of Pakistan.
24.2 In the event of any dispute or difference between the Parties hereto arising out of this Agreement, (hereinafter referred to as the ‘Dispute’) the Parties shall in the first instant meet to try to resolve the Dispute without resort to any judicial or non-judicial proceedings. The meeting (hereinafter referred to as the ‘Dispute Resolution Meeting”) will be held within  working days of a written request from one Party to the other, which request will set out brief details of the Dispute. A Dispute Resolution Meeting will be attended by a senior officer from each Party.
24.3 If a Dispute is not resolved as a result of a Dispute Resolution Meeting, the Parties may agree that negotiations be entered into with the assistance of a neutral advisor (the “Neutral Advisor”) and the Dispute to be decided by Mediation.
24.4 If the Parties do not agree to resort to Mediation or if Mediation fails either Party may issue proceedings. The courts of Karachi shall have exclusive jurisdiction over disputes in relation to this Agreement.
25.1 Each notice, demand, request, statement, or other communication under or in connection with this Agreement shall be:
(a) in English; or
(b) if not in English, accompanied by an English translation made by a translator, and certified by an officer of the party giving the notice to be accurate.
25.2 The receiving party shall be entitled to assume the accuracy of and rely upon any translation of any document provided pursuant to sub-clause 25.1(b).
The validity of the provisions of this Agreement shall not be affected if any particular provision or provisions of this Agreement is or are declared illegal, unenforceable, or contrary to law or public policy. If as a result of any declaration any of the rights or obligations of a Party are materially affected, then the Parties shall meet and negotiate in good faith in order to arrive at an amendment of the provision(s) of this Agreement so affected, in such manner as will most closely and accurately reflect the intents and purposes of this Agreement.
27. No Association
Nothing in this Agreement and no action taken by the Parties under this Agreement shall constitute a legal partnership, association, joint venture or other co-operative entity between any of the Parties.
28.1 Shell and the Principal Cardholder each represent and warrant to the other that, in connection with this Agreement (a) it is knowledgeable about anti-bribery laws applicable to the performance of this Agreement and will comply with all such laws; and (b) neither it nor any of its employees, officers, agents or affiliates (or their employees, officers, agents) have made, offered or authorised or will make, offer or authorise any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any government official or any person where such payment, gift, promise or other advantage would: (i) comprise a facilitation payment; and/ or (ii) violate applicable anti-bribery laws.
28.2 The Parties shall comply with all applicable laws, governmental rules, regulations and orders in their performance of this Agreement.
29.1 Subject to the terms of this Agreement, the Principal Cardholder shall indemnify Shell in respect of all claims made against Shell and all claims, costs and expenses (legal or otherwise including costs on a solicitor and client basis) suffered from or incurred by Shell arising from the theft, loss or misuse of the Card or the use of the Card without the authorization of the Principal Cardholder whether fraudulent or not or as a result of any breach by the Principal Cardholder of these conditions or in the enforcement of Shell's rights thereunder or howsoever arising whether directly or indirectly as a result of Shell having agreed to furnish a Card to the Principal Cardholder.
29.2 The Principal Cardholder shall pay stamping fee for the stamping of the Cardholder Agreement at the rate specified by the Stamp Act 1899.
30 Conduct of Business
30.1 The Principal Cardholder acknowledges that:
(a) it has taken note of the Shell General Business Principles at www.shell.com/sgbp;
(b) it has taken note of the Shell Code of Conduct at http://www.shell.com/home/content/aboutshell/who we are/our values/code of conduct/;
(c) it has been made aware of the Shell Global Helpline at http://www.shell.com/home/content/aboutshell/who we are/our values/compliance helpline/.
(d) it has been made aware of the Shell’s Health, Safety and Environment policy (“HSEP”) are displayed on Shell’s website www.shell.com/sgbp (see “our commitments and standards”).