Shell Card Fleet Application Form June 2013

Please Read Before SigningShell Card and Shell Card Online — Notice to Customers relating to the Personal Data(Privacy) OrdinanceShell Hong Kong Limited (“Shell”) controls the personal data described below. By providing your personal datato Shell, you are deemed to have consented to the collection and use of the personal data by Shell in accordancewith this notice.Use of Personal DataPersonal data supplied by an applicant for or holder of a Shell Card and/or which relates to the account of aShell Card cardholder, may be used or processed by Shell or its affiliates (collectively known as “the ShellGroup”) in order to:• process the application;• establish any cardholder’s identity;• operate the cardholder’s account(s);• facilitate access to and use of the online services relating to the Shell Card ;• assess and/or review a cardholder’s credit status and/or payment record on an ongoing basis;• make decisions in relation to any cardholder, including (without limitation), whether or not to limit the creditavailable, require (additional) security, suspend the provision of services or terminate the Shell Cardagreement;• trace debtors/recover debt;• confirm, update and enhance Shell customer records;• monitor volume and spend information;• conduct market research and/or statistical analysis (for example in relation to credit, insurance and fraud);• identify and (if possible) prevent money laundering and fraud; and• for direct marketing purposes.In each case the processing will take place at any time during the course of the application process and/or theShell Card agreement, and may continue after that agreement has ended.Recipients of Personal DataMembers of the Shell Group may therefore disclose personal data relating to an applicant, a cardholder and/ora cardholder’s account(s) to any of the following whether within or outside the Hong Kong Special AdministrativeRegion of the People’s Republic of China (“Hong Kong”), for the purposes as set out in the above:• the participants in the Shell Card scheme, such as the retailers and/or any other company that is permittedto supply products and/or services to Shell Card cardholders under Shell Card scheme;• person to whom any member of the Shell Group proposes to transfer any of its rights and/or duties undera Shell Card agreement;• agent, contractor or third party service provider who provides administrative, telecommunications, marketresearch, direct marketing, cross marketing, survey, computer and technical support, printing, paymentservices to Shell in connection with the operation of its business;• business partners in order for customers to be kept informed of products or services;• referees, guarantors or other persons providing references or security in relation to a cardholder’s obligations;• credit reference and/or fraud prevention agencies; and/or• person(s) required or permitted by law or any regulatory authority.In each case the recipients may be located in countries outside Hong Kong that do not have laws to protectpersonal information, however in these circumstances Shell will use all reasonable endeavours to ensure thatpersonal data is appropriately protected. Shell will impose on that party confidentiality undertakings substantiallysimilar to the requirements of the data protection laws in Hong Kong. In any event, Shell will remain responsiblefor ensuring the confidentiality of your personal data which will be subject to appropriate security measures.Information held on Shell Group systemsPlease note that some personal data may be held on Shell Group IT systems, and that in some circumstances thismay be accessed by other companies or individuals associated with a cardholder (for example representativesof other companies in the same company group as the cardholder).MarketingWhether an application for a Shell Card is successful or not, members of the Shell Group wish to use theinformation supplied in an application and/or during the course of any Shell Card agreement, to send anyapplicant or cardholder, or their representatives, information about goods and/or services offered by membersof the Shell Group or any third parties which may be of interest. Such person(s) will be given the opportunity toindicate their consent to such contact by ticking a box on the relevant application, nomination or registrationform. Any person that wishes to withdraw such consent may do so by using the ‘unsubscribe’ facility on anymarketing email. Members of the Shell Group may also use the information supplied in an application and/orduring the course of a Shell Card agreement to contact cardholders and/or their representatives regarding theiruse of the Cards. Any objection to such contact may be registered by: ticking the box supplied on the relevantapplication, nomination or registration form, or using the ‘unsubscribe’ facility on any related email.Credit ChecksWhen processing an application and during the term of any Shell Card agreement, Shell or its nominees mayassess the creditworthiness of any applicant or cardholder, as well as that of any person(s) associated with anycardholder (creditworthiness may be assessed with reference to such associated persons). In assessingcreditworthiness: (a) credit scoring or other automated decision making processes may be used; and (b) recordsheld by credit reference agencies may be searched. The consumer credit history of individuals linked to acardholder may also be assessed, but only with their permission.Contacting ShellIn the event that any applicant or cardholder becomes aware that their Shell Card related information isinaccurate, incomplete or needs updating in any respect, or wishes to access such information, they shouldcontact Shell.You shall have the right to (i) access to personal data held by Shell about you or your account and update orcorrect such data; (ii) request for information on items of personal data about you which Shell may routinelydisclose to its business partners for cross marketing, direct marketing or administrative purposes; (iii) access topersonal data about you so held by those service providers and/or business partners and update and correctsuch data; (iv) request Shell to discontinue in sending marketing information to you; and (v) ascertain Shell’spolicies and practices in relation to personal data and be informed of the kind of personal data held by Shell.Shell reserves the right to charge a reasonable fee for the processing of any request(s) made under items (i) and(ii) above.Your personal data will only be retained by Shell for as long as necessary for the needs of its business or ispermitted by local legislation. You shall promptly notify and contact Shell as set out below of any change in yourpersonal data or other information supplied to Shell.The person to whom, requests for access to personal data or correction of such data or for information regardingShell’s policies and practices and kinds of personal data held or regarding receipt of marketing materials orotherwise; is to be addressed as follows:Shell Card Centre35/F Two Landmark East,100 How Ming Street,Kwun Tong,Kowloon,Hong KongAttention : Data Protection OfficerTel. No. : 2506 7477Fax No. : 2506 1019For all purposes, the English language text of this notice shall prevail.Shell Card Terms & ConditionsThe following Terms and Conditions govern the use of fuelcards issued by Shell (including the online servicesprovided in relation to those fuelcards). Unless otherwise agreed in writing between Shell and the PrincipalCardholder, these Terms and Conditions, as amended, varied or supplemented from time to time, supersede anyearlier terms and conditions issued by Shell (including any relating to online services) and shall override anyterms and conditions stipulated, incorporated or referred to by the Principal Cardholder (whether in itsApplication or elsewhere).1. DefinitionsIn these Terms and Conditions, the following words, terms or expressions shall have the following meanings:“Agreement” means the agreement with a Principal Cardholder for the supply of Cards, including these Termsand Conditions and any schedules, appendices and attachments, all as amended, varied or supplemented fromtime to time.“Alerts” means the emails sent via the Online Services to inform the Principal Cardholder that one or more of theCards has been detected as being put to unusual use, the scope of which may be limited in accordance with thechoices made within the Application.“Applicant” means the body corporate, partnership, group, firm or other person(s) applying for Cards and anyperson who signs the Application.“Application” means the application form and any related documentation sent to or completed and/ or signedby or on behalf of the Principal Cardholder, in which the Applicant seeks to enter into an Agreement.“Associated Persons” means any natural or legal person associated with and/or that has a financial link with thePrincipal Cardholder (e.g. members of the same group of companies as the Principal Cardholder), on whosebehalf the Principal Cardholder submits an Application.“Authorised Cardholder” means a person to whom the Principal Cardholder has provided a Card, including (forthe 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 topurchase Supplies and which fall into the following categories:(i) Local Business Card; and(ii) Shell Fleet Card“Card Scheme Participant” means (a) the service station retailer or such other retailer appointed by any memberof the Shell Group and/or (b) any company (whether a member of the Shell Group or otherwise) with which anymember of the Shell Group has an agreement permitting it to make Supplies to Cardholders on production of acertain type of Card.“Card and Service Charges” means the fees or other charges as set out in these Terms and Conditions or otherwritten correspondence or as otherwise agreed in the Application and any other reasonable charges notified tothe Principal Cardholder by Shell from time to time.“Cardholder” means the Principal Cardholder and, where applicable, any Authorised Cardholder.“Cardholder Nomination Form” means the form signed by each Cardholder accepting his/her nomination as anAuthorised Cardholder.“Content” means the content of Shell Website, including, but not limited to, all coding, text, images, links andweb pages.“Control” means, in relation to any company, having legal and beneficial ownership of not less than 50 per centof the voting rights attached to the issued share capital of that company.“Fleet Card” means a Card issued for a vehicle or passenger car.“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.“Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in anydesigns, applications for any of the foregoing, trade or business names, copyright (including rights in computersoftware) and topography rights; know-how, lists of suppliers and customers and other proprietary knowledgeand information; internet domain names; rights protecting goodwill and reputation and all rights and forms ofprotection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and allrights under licences and consents in respect of any of the rights and forms of protection mentioned in thisdefinition.“Law” means any law, statute or regulation, guideline or code of conduct (whether or not having the force of law)in any jurisdiction to which a party to this Agreement is from time to time subject.“Online Services” means the facilities available through the Shell Website, including but not limited to, cardordering, reporting of lost cards, display of transaction reports, invoice summaries, email alerts and other onlinemanagement of Cards.“Password” means any password or code issued to a User by Shell for use in connection with the OnlineServices.“PIN” means the Cardholder’s personal identification number required to gain access to a terminal to give aninstruction for transaction.“PIN Mailer” means the document and any packaging used to deliver the PIN associated with any individualCard to the Cardholder.“Principal Cardholder” means any body corporate, partnership, group, firm or other person(s) that has enteredinto an Agreement for the supply of Cards.“Sales Voucher” means a voucher (manually or electronically produced) recording the delivery of Supplies to aCardholder in a Card Transaction. It should be noted that verification of the Authorised Cardholder’s signatureon the Sales Voucher is outside the scope of this Agreement.“Shell” means Shell Hong Kong Limited.“Shell Group” means Royal Dutch Shell plc and any company (including, for the avoidance of doubt, Shell) whichis for the time being directly or indirectly controlled by Royal Dutch Shell plc.“Shell Card Online” is a web programme accessible via www.shell.com.hk/shellcard operated by Shell.“Shell Website” means www.shell.com.hk or such other URL as is notified to the Principal Cardholder from timeto time.“Supplies” means any goods or services which a Cardholder may obtain from Card Scheme.“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 OnlineServices.“User ID” means any identification code given to a User by Shell for use in connection with the Online Services.“Velocity Check” means any controls or limits set or agreed by Shell on the use of any individual Card andenforced by the technology of Shell systems or described in any individually applicable contracts or productdefinitions.

2. Acceptance of Terms and ConditionsSignature of and/or use of a Card by the Principal Cardholder or an Authorised Cardholder constitutes acceptanceof these Terms and Conditions. In case of the Shell Card, the Applicant and any Cardholder to which a Card isissued at the request of the Applicant shall be both jointly and individually bound by the terms of this Agreementand the Cardholder shall be liable for all charges in connection with the use of the Card.3. Card Issue to the Cardholder3.1 The Principal Cardholder shall submit a completed and signed Application to Shell. Where Shell wishes toaccept such Application, on the basis of the information provided in such Application, Shell will arrange for theproduction of the Card(s) encoded and embossed with the Cardholder’s data, the production of any PIN Mailer(s)and the subsequent mailing of Card(s) and any PIN Mailer(s) to the Cardholder, where appropriate.3.2 The Applicant may be required to use account opening information sent to a verified address to activate aCard. Shell may require any Applicant and/or Cardholder to provide physical forms of identification, or thename, address and other personal details of relevant directors, shareholders, partners or other parties interested inthe business for their identities to be verified for security purposes, and may contact the Applicant and/orCardholder (by mail or by telephone or otherwise) in order to carry out additional checks.3.3 Shell will maintain an account (“Card Account”) for the Cardholder to which the value of all purchases ofgoods and/or services from the Card Scheme Participants by use of the Card (“Card Transaction”) and all relatedcharges thereunder will be debited.3.4 All requests for additional Cards can be made by a User via the Shell Card Online facility. If an additionalCard is requested, Shell is, at its sole discretion, entitled to demand reasonable additional financial security in theamount determined by Shell. If the Principal Cardholder fails to provide such security Shell has the right to declinethe additional Card request.3.5 The Cardholder shall promptly notify Shell in writing of any changes in delivery addresses for Cards whichdiffer from the addresses recorded on the Application. Shell may require the Principal Cardholder to provide proofof trading from such address.3.6 The PIN shall only be used by the Cardholder to whom it is supplied and shall not be disclosed to any otherperson. The PIN must be memorised by the Cardholder and the document on which it was supplied must bedestroyed. The PIN must not be kept in any other written format.3.7 The Principal Cardholder shall use reasonable endeavours to ensure that Cards are only in the possession ofand only used by Authorised Cardholders.3.8 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. Card Use4.1 A Card shall not be valid unless the signature strip on the reverse of the Card has been completed inaccordance with the instructions issued by Shell from time to time.4.2 A Card may only be used by the Cardholder:(i) if it is a current Card which has not expired, been cancelled or been stopped either by Shell or at the request ofthe Cardholder; and(ii) to obtain Supplies from a Card Scheme Participant which accepts the Card; and(iii) to obtain Supplies as defined by the purchase category or any other purchasing restriction advised by Shell tothe Cardholder from time to time and within the geographical and network restrictions of the Card; and(iv) to obtain Supplies up to the maximum value per transaction and/or in accordance with other Velocity Checksas specified by Shell from time to time; and(v) if the Card has not been reported lost or stolen; and(vi) if the Cardholder presents or shows the Card to the Card Scheme Participant prior to the purchase of Supplies;and(vii) if the Cardholder inputs the PIN where required by the Card Scheme Participant.4.3 The Principal Cardholder acknowledges that:(a) Supplies may be purchased directly from Shell whether or not Shell actually delivers the Supplies (the relevantCard Scheme Participant may physically deliver Supplies);(b) alternatively, Supplies may be purchased from (and therefore invoices rendered by) a Card Scheme Participantrather 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 arepurchased.4.5 Whenever making purchases the Cardholder shall comply with these Terms and Conditions (in particularClause 4.2) and all procedural requirements of the Card Scheme Participant in respect of the relevant Cardtransaction.4.6 If any procedural requirements of the Card Scheme Participant are not complied with or the Card is used otherthan in accordance with these Terms and Conditions, the Principal Cardholder shall nevertheless remain liable topay Shell for all amounts due under the relevant Card transaction. Such transactions shall be considered as validtransactions once accepted by a Card Scheme Participant.Shell strongly advises Cardholders not to leave a Card at a Card Scheme Participant’s premises.For the avoidance of doubt, where a Cardholder chooses to do so against Shell’s advice, such Cardholder shallbe liable for all transactions carried out on the Card until such Card is reported lost or stolen in accordance withClause 12 of these terms and conditions.4.7 Notwithstanding any financial limit set in accordance with Clause 6.4, the Principal Cardholder shall be liablefor the use of any Card by any Cardholder prior to (i) the return of the Card in accordance with Clause 11 or(ii) reporting the Card stolen or lost in accordance with Clause 12.4.8 The Authorised Cardholder shall be deemed to have been given authority to use the Card as a duly authorisedrepresentative of the Principal Cardholder and the Principal Cardholder shall ensure that each AuthorisedCardholder complies with the Agreement.4.9 Cards designated for use by a particular driver and/or in relation to a specific vehicle are issued to thePrincipal Cardholder as a management information tool only. Such Cards do not provide additional security and,except as provided in Clause 12, the Principal Cardholder shall be liable for all amounts due under the relevantCard transactions irrespective of the driver or vehicle in respect of which the Supplies were made.4.10 The Principal Cardholder shall ensure that no Card remains in the possession of any person who has ceasedto be an Authorised Cardholder.4.11 Shell reserves the right to refuse any single Card transaction from time to time for any reason connected withCard security and the Principal Cardholder hereby acknowledges and accepts that Shell shall not be liable in anyway for such refusal.4.12 Cardholder may be requested to present his/her current driving licence and/or HK ID card for identificationpurposes at the time of purchases.4.13 The Cardholder accepts Shell’s record of transactions as authoritive and binding for all purpose.5. Use of the Online Services5.1 IntroductionThe terms and conditions set out in Clause 5 below (“Terms”) govern the Cardholder’s use of the “Shell CardOnline” website (“Site”) and the relationship between the Cardholder and Shell. The Terms apply to the use of theSite by a Cardholder who has, by signing and returning an Application for Shell Card Online Access (“OnlineApplication” ), agreed to be bound by these Terms. The Cardholder should read these Terms carefully beforesigning and returning the Online Application or using the Site, particularly as they include limitations andexclusions on the liability of Shell. If the Cardholder does not agree with all of the Terms, the Cardholder shouldnot sign and return the Online Application; use or browse the Site or any information contained on the Site. TheCardholder’s signing and returning the Online Application or use of the Site means the Cardholder agrees, withoutlimitation or qualification, to abide by the Terms below.5.2 Definitions and Interpretation(i) Password means the password for the usage of the Site.5.3 The Site5.31 Eligible usersAlthough others may be able to access the Site, the materials on the Site are directed solely at and are for usesolely by those Cardholders incorporated, registered or trading in Hong Kong. The products and services featuredon the Site are not available to any person or organization registered, incorporated or trading outside HongKong.5.32 Online ApplicationAll Cardholders will be required to complete the Online Application prior to using any of the services offered onthe Site for the first time.5.33 Copyright and Trade MarksThe Site and the copyright in all materials on the Site including, but not limited to, all text, information, graphics,animation, images, software and any other materials on the Site (“Content”) and the arrangement of this Contentare owned by or licensed to Shell. The trade marks on the Site and any other names, images and logos identifyingShell and its products and services (the “Trade Marks”) are proprietary Trade Marks of Shell. The names and logosof other companies and products mentioned on the Site may be the Trade Marks of third parties, including ourbusiness partners and are used by us with the permission of their respective owner(s).5.34 Authorised Users(i) During the registration process, the Cardholder may apply for access rights for 1 or more authorised users tothe Site (“Authorised Users”) so that the Authorised Users can access the Site to receive report informationregarding the Cardholder's Shell Card account and/or to create and receive alert reports regarding theCardholder's Shell Card account.(ii) The Cardholder can apply to Shell to vary its Authorised Users or to add additional Authorised Users from timeto time by completing and returning the appropriate form to Shell.(iii) Shell has sole discretion to set the number of Authorised Users of the Cardholder and may reject an applicationfrom the Cardholder for an Authorised User to be given access to the Site.(iv) The Cardholder must ensure that no person other than an Authorised User accesses the Site with the User IDsand Passwords issued to the Cardholder.(v) The Cardholder must ensure that the Authorised Users are aware of and comply with the Terms. Whereapplicable, “the Cardholder” in the Terms means “the Cardholder and/or its Authorised Users”.5.4 User ID and Password5.41 After receipt and approval by Shell of the Online Application submitted by the Principle Cardholder, Shellwill issue the Principle Cardholder with a User ID and Password for each of its Authorised Users to enable theAuthorised Users to access the Site to the extent requested by the Principle Cardholder. Shell may, at its discretion,provide the Authorised Users with the ability to set their own Password within the Site. Shell reserves the right tochange or to request the Principle Cardholder to change the Principle Cardholder's Password at any time.5.42 The Cardholder must enter the Cardholder’s User ID and Password in order to utilize the Site. Shell reservesits right to log the Cardholder off at any time and/or to require the Cardholder to re-enter the Cardholder’s UserID and Password in order to continue utilizing the Site. Shell may discontinue the whole or any part of the Site atany time, with or without notice to the Cardholder. Shell will not be liable to the Cardholder in the event that Shellexercises this right.5.43 The Principle Cardholder must take all reasonable steps to protect the confidentiality of each User ID andPassword. The Principle Cardholder may not permit, and must ensure that the Authorised Users do not permit, anyother person to access the Site using an Authorised User's User ID or Password.5.44 In the event of any unauthorized use of the Cardholder’s User ID or Password or any other breach of securityof which the Cardholder becomes aware of, the Cardholder must immediately notify Shell in writing of suchunauthorized use or breach of security and request Shell to change the Cardholder’s User ID and Passwordforthwith.5.45 In the event of any unauthorized use of the Cardholder's User ID and Password or any other breach ofsecurity which arises other than as a result of disclosure by Shell (or Shell’s contractors), the Cardholder shall beresponsible for and indemnify Shell against all the consequences, claims, losses and/or liabilities in connectionwith and/or arising directly or indirectly out of the said unauthorized use or breach of security. Shell shall beentitled to suspend, terminate or cancel the Cardholder’s access to the Site if such unauthorized use or breach ofconfidentiality or security occurs. Shell may at its absolute discretion to issue a replacement User ID and Passwordbut is not obliged to do so.5.46 Shell may act on any instructions transmitted or electronically communicated to it by, in connection with orarising from, whether directly or indirectly, the use, whether authorised or not, of a User ID or Password issued tothe Cardholder or an Authorised User. The Cardholder accepts full responsibility for all transactions thus made.5.5 The Cardholder’s right to use this Site and its Content5.51 As long as the Cardholder complies with the Terms, Shell grants to the Cardholder a non-exclusive,non-transferable, limited right to enter, use and display the Site. The Cardholder may download any Content onthe Site for which express permission has been given (e.g. on line reports and statements) solely to theCardholder’s or its Authorised Users’ computers for the Cardholder’s use. The Cardholder undertakes that it will not:• alter or remove any copyright, Trade Marks or other proprietary notice of Shell or of any other companyappearing on the Site;• modify, frame or edit the Content or publish or sell the Content including but not limited to making the Contentavailable on any other website;• reverse engineer, translate, adapt or modify any software used in connection with the Site;• create any links from any other website to the Site without Shell’s express prior written permission;• use any Content copied from the Site for any business, commercial or public purpose;• interrupt, interfere with or attempt or agree to interrupt or interfere with the operation of the Site, or theoperation of networks connected to the Site, in any way including, but not limited to, propagation of computerviruses and bulk transmission of messages that will delay, obstruct or affect other users’ access to the Site; or• access or permit any other party to access the Site for any purpose or activity of any illegal, fraudulent ordefamatory nature.5.52 The Cardholder and the Authorised Users must only access the Site under the Terms when physically situatedin Hong Kong and when the computer the Cardholder or an Authorised User is using to access the Site is locatedin Hong Kong.5.53 Shell shall at its absolute right and discretion at any time to deny access to the Site by the Cardholder or anAuthorised User or to terminate the Site or any part thereof. Further, Shell reserves the right to determine thefrequency, manner of use of the User ID and Password, the limits of transactions, the operating hours, the types ofoperations, facilities and services available through the Site.5.54 The Cardholder may not copy, extract or download, or do anything else which infringes the copyright orother intellectual property rights of Shell or any other person in, any information displayed on the Site from timeto time.5.6 Transmitted Material5.61 Shell shall be entitled to act on any instructions transmitted or electronically communicated to us by, inconnection with or arising from, whether directly or indirectly, the use, whether authorized or not, of the User IDand Password. The Cardholder accepts full responsibility for all transactions thus made.5.62 Internet transmissions are never completely private or secure. The Cardholder uses the Site entirely at its ownrisk. The Cardholder understands that any message or information it sends to the Site may be read or interceptedby others. Sending a message to the Site does not cause Shell to have any special responsibility to the Cardholder.5.63 If the Cardholder sends any communication to the Site by electronic mail or otherwise, including anycomments, data, questions, suggestions or the like, all such communication are, and will be treated as,non-confidential and non-proprietary. Thus, the Cardholder gives up any claim that any use of such material

violates any of the Cardholder’s rights including moral rights, privacy rights, proprietary or other property rights,publicity rights, rights to credit for material or ideas, or any other right, including the right to approve the wayShell use any such material.5.7 Status of Information5.71 Shell and the Cardholder agree and acknowledge that any billing information, reports or other informationposted in the Site or generated by the Site and provided to the Cardholder are subsidiary to physical sources ofinformation such as delivery dockets, paper receipts and invoices rendered by post and that in the event of anydiscrepancy the physical sources of information shall be deemed accruals and will prevail.5.72 Shell and the Cardholder agree that the transaction log kept by Shell or on its behalf and made availablewithin the Site constitutes prima facie evidence that the Site has been used to effect the matters stated in thetransaction log against the Cardholder’s Shell Card account.5.73 The Cardholder agree to regularly inspect the transaction log to monitor all transactions made using the Sitein respect of the Cardholder’s Shell Card account and the Cardholder must immediately notify Shell of anysuspected unauthorized transactions.5.8 Privacy and Data Protection (ONLY applicable to personal information)5.81 The Cardholder agrees with the Shell Card Online Privacy and Security Policy annexed to the Terms (asamended from time to time) (“Privacy Policy”) in respect of the information given by the Cardholder to Shell as partof the registration process or subsequently in the Cardholder’s use of the Site.5.82 The Cardholder acknowledges that it has consented to the use of its information in accordance with thePrivacy Policy when completing the Online Application and the Cardholder warrants that each Authorised Userhas consented to the use of their personal information in accordance with the Privacy Policy.5.9 Disclaimers5.91 Disclaimer of warrantiesThe Cardholder’s use of the Site is at the Cardholder’s own risk. This site (including all content and functions madeavailable on or accessed through the Site) is provided on an ‘as is’ basis. To the fullest extent permissible by law,Shell makes no representations or warranties of any kind whatsoever including, but not limited to warranties:• that the Content published on or available through the Site is accurate, merchantable, fit for a particularpurpose or non-infringing;• that the server that makes the Site available is free of viruses or other components that may infect, harm orcause damage to the Cardholder’s computer equipment or any other property when the Cardholder accesses,browses, downloads from or otherwise uses the Site;• that the Site and the access thereto is available, uninterrupted, or in a timely manner; and that the Site or theaccess thereto is secured, free of errors or free of viruses.5.92 Limitation of liabilitya) The Cardholder agrees that, to the maximum extent permitted by law, Shell shall not be liable for any direct orindirect losses or any other consequential or special loss, damage or expense of any kind whatsoever arising outof or in connection with the Cardholder’s use of the Site or any of the Content on the Site, or from the Cardholder’saccess to other material on the Internet via any links to the Site including, but not limited to:• Loss of profits, earnings or income;• Loss of business opportunity or other damage to business;• Loss of management or other staff time;• Loss of personal data or software; and• Any special, exemplary, punitive, incidental or consequential damages of any kind.b) Shell excludes all liability for any interruption, delay or inability to access the Site, or any errors in transmissionfor whatever reason.c) The Cardholder agrees that the exclusions and limitations in this Clause 5 will apply regardless of the kinds ofclaim, whether based on contract, tort or any other legal basis, which the Cardholder may make against Shellarising out of or in connection with the Cardholder’s usage of the Site.5.93 Indemnificationa) The Cardholder agrees to indemnify, defend and hold Shell and all of Shell’s agents, directors, employees,information providers, licensors and licensees, officers and group, (collectively, “Indemnified Parties”) harmlessfrom and against:• any and all liability and costs (including, without limitation, legal fees and costs), incurred by the IndemnifiedParties in connection with any claim arising out of any breach by the Cardholder of the Terms or the foregoingrepresentations, warranties and covenants; and• any damage, loss, claim or expense arising from or as a consequence of any claim by a third party that anycontent or material posted by the Cardholder (or by someone else using (whether authorized or unauthorized) theCardholder’s User ID and Password) and made available in the Site infringes any third party’s intellectual propertyrights.The Cardholder agrees to cooperate as fully as reasonably required in Shell’s defence of any claim. Shell reservesthe right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject toindemnification by the Cardholder and the Cardholder shall not in any event settle any claims or matters withoutthe written consent of Shell.5.94 Amendment to the Terms or Content on the SiteShell reserves the right to add to, change or remove any part of the Terms at any time without notice. Shell willnotify the Cardholder of such changes by posting an updated version of the Terms on the Site and such changeswill apply and be effective from the date of posting of such changes on the Site. The Cardholder is responsiblefor regularly reviewing the Terms. Continued use of the Site after any changes are posted shall constitute theCardholder’s consent to such changes. Shell may add to, change, discontinue, remove or suspend any otherContent posted on the Site, temporarily or permanently, at any time, without notice and without liability. If theCardholder is dissatisfied with any part of the Site or the Content, or the Terms, the Cardholder’s sole andexclusive remedy is to discontinue using the Site.5.95 Conflict with other terms and conditionsThe Terms operate in addition to the other provisions under this General Terms and Conditions and any policies,disclaimers, provisions, acknowledgements or other statements which appear on the Site which areacknowledged or agreed to by the Cardholder or any of its Authorised Users at any time. In the event of anyinconsistency these various terms and conditions will be given the following order of precedence:a) this General Terms and Conditions;b) the Terms; andc) any policies, disclaimers, provisions, acknowledgements or other statements which appear on the Site andwhich are acknowledged or agreed to by the Cardholder or any of its Authorised Users at any time.5.96 The use of cookiesWe may store some information (commonly known as a "cookie") on your computer when you look at our site.We are able to read these cookies for information purposes when you revisit our web site.The type of information we collect as a result of a cookie being accepted by you is specific to your PC andincludes the IP address, the date and time the PC visited the web site, what parts of our web site were looked atand whether the web pages requested were delivered successfully. This information is anonymous; it represents acomputer rather than a person.We use the cookie information to improve our knowledge of the use of our web site and to enable us to be ableto ascertain whether the web site is operating at an optimal level. This allows us to enhance our web offerings toyou and to provide an enjoyable and an innovative online experience.You can erase or block this information by changing the settings on your computer (please refer to your helpscreens or manuals). If you do erase or block this information you may not be able to utilise some features of thesite.6. Security and Financial Limits6.1 Shell reserves the right to call for security (whether in the form of a banker’s guarantee, personal guarantee,a cheque issued by an authorised financial institution in Hong Kong by way of deposit or otherwise) in respectof Card transactions and any other sums due under this Agreement.6.2 The provision of security shall not affect the Principal Cardholder’s liability under this Agreement.6.3 If security is not provided on request or expires or ceases to be valid for any reason then, without prejudiceto Shell’s right to recover all amounts due from the Principal Cardholder, Shell may terminate this Agreementimmediately without prior notice to the Principal Cardholder.6.4 Shell may from time to time impose and notify to the Principal Cardholder a financial limit applicable to anysingle transaction using a Card or to the overall amount incurred by the Principal Cardholder within any onebilling period.6.5 If any applicable financial limit imposed under Clause 6.4 is exceeded then:(i) the Principal Cardholder shall remain liable for all transactions taking place before the return of the Card inaccordance with Clause 11 or reporting the Card lost or stolen in accordance with Clause 12.1, irrespective ofany financial limit advised by Shell; and(ii) without prejudice to Shell’s right to recover all amounts due from the Principal Cardholder, Shell may suspendthe Principal Cardholder’s account immediately without prior notice to the Principal Cardholder.7. Invoices and Statements7.1 Invoices and/or statements will be sent or made available to the Principal Cardholder monthly with detailsof current period transactions and total amount outstanding on the Card Account, together with the date due forand manner of settlement where applicable in physical copy and/or electronic copy.7.2 The amount to be charged for fuel is calculated by reference to the price mechanism set out in the Applicationfor all Cards, or as notified to the Principal Cardholder by Shell from time to time.7.3 The amount to be charged for all Supplies excluding fuel shall be the relevant Card transaction value shownon the Sales Voucher or, where no Sales Voucher is issued at the time the service is provided, the amount to becharged shall be the amount shown on the relevant invoice.7.4 The amount to be charged for Supplies outside of Hong Kong shall if necessary be converted to Hong KongDollars at an independently verifiable prevailing rate of exchange determined by or on behalf of Shell (actingreasonably).7.5 All charges in respect of the Card Account shall be paid by means of automatic direct debit againstpresentation of invoice.7.6 Any queries concerning any invoice or statement, including but not limited to requests for copies of SalesVouchers, must be in writing (whether submitted via the Online Services or otherwise) and be sent by the PrincipalCardholder to Shell within 28 days of the date of the relevant invoice/statement. After the 28 day period, theCardholder will be deemed to have accepted that the details within the invoice are correct and payable.8. Payment8.1 All money owed by the Principal Cardholder under this Agreement shall be paid to Shell in the manner setout herein.8.2 Payment by the Principal Cardholder shall be made in the currency set out in Hong Kong Dollars. Settlementshall be in respect of the whole amount of all invoices due and owing at such date.8.3 Without prejudice to Shell’s right to terminate this Agreement, Shell reserves the right to charge interest onlate payment and compensation for debt recovery costs to the maximum extent permitted under applicable lawif payment is not made in accordance with Clause 8.2. Any sum payable to Shell which is not paid by theCardholder in full on the due date of payment shall bear interest at the rate of 4% over the prevailing prime rateof Hong Kong Dollars and Shell has its absolute right to change the aforesaid interest rate to the maximum extentpermitted under applicable law at any time upon notification to the Cardholder.8.4 Shell may require the Cardholder to immediately pay the entire outstanding balance under the Card Accountat its absolute discretion.9. No Set Off9.1 All payments made by the Principal Cardholder or any credits or refunds due to the Principal Cardholdershall be applied first in settlement of any interest due and secondly by Shell in its absolute discretion in reductionof any amount due on any account whatsoever.9.2 To the extent permitted by applicable law, no set off or counter claim shall be made against Shell in respectof a claim by any Cardholder against Shell.10. Card and Service Charges10.1 Without prejudice to the generality of the foregoing, Shell reserves the right at any time to impose asurcharge or handling fee on Supplies purchased using a Card at non-Shell branded service stations. Shell shallpromptly notify the Principal Cardholder of any changes to the scope of the Card and Service Charges or to therates applied. Use of a Card following notification shall constitute acceptance of the new charge/rate.10.2 All Card and Service Charges relating to the preceding invoice/statement period shall be added to thePrincipal Cardholder’s next invoice/statement and shall be payable in accordance with Clause 8.11. Cancellation of Cards and Principal Cardholder Liability11.1 Shell will cancel a Card if the Principal Cardholder at any time and for any reason requests suchcancellation via the Online Services or, if the Cards are not managed via the Online Services, where the requestis made in writing or by calling to the Shell Card Customer Service. The Principal Cardholder shall have nofurther liability for Card Transactions made with that Card from the time Shell is in receipt of the relevant Card.11.2 Shell may request the return of all/any Cards or cancel or suspend all/any Cards at any time withoutnotice, or refuse to reissue, replace or renew any Card during any period at its absolute discretion.11.3 Any request for return or a cancellation or suspension of a Card is made by Shell without prejudice to thePrincipal Cardholder’s liability in respect of use of any Cards prior to the actual receipt of the relevant Card byShell as set out in Clause 11.1.12. Lost or Stolen Cards and Principal Cardholder Liability12.1 If a Card is lost, stolen or misused or remains in the possession of a person who has ceased to be anAuthorised Cardholder, the Principal Cardholder must immediately notify Shell via the Online Services or inwriting as soon as possible by mail or by fax in which case the Principal Cardholder will have no further liabilityfor the Card transactions made with the relevant Card after such notification has been made (although it will beliable for any transactions made prior to the notification). The Principal Cardholder may notify Shell via analternative means (such as facsimile), but in the event it does so, it will remain liable for Card transactions untilShell receives the notification.12.2 The Principal Cardholder should also notify the police of the loss, theft or misuse and obtain a report, a copyof which must be provided to Shell, either via the facility within the Online Services or by fax or post.12.3 Users will be able to confirm whether a Card has been successfully blocked by logging into the OnlineServices.12.4 All Cards reported under Clause 12.1 must be returned to Shell if they are subsequently found by orreturned to a Cardholder. They cannot be used any more.12.5 In any event, the Principal Cardholder shall give Shell all the information in its possession as to thecircumstances surrounding the loss, theft or misuse of the reported Card and take all reasonable steps to assistShell to recover any missing or stolen Card.12.6 In the event of damage to or loss of the Card by the Cardholder, Shell reserves the right to make a chargefor the issue of any replacement.13. Information13.1 Personal or other data supplied by an Applicant or a Cardholder and/or which relates to a Principal’sCardholder’s account(s) may be used or processed by members of the Shell Group in order to: process theApplication; operate the Principal Cardholder’s account(s); facilitate access to and use of the Online Services;establish any Cardholder’s identity; assess and/or review each Cardholder’s credit status and/or paymentrecord on an ongoing basis; make decisions in relation to the Cardholders, including (without limitation), whether

or not to limit the credit available, require (additional) security, suspend the provision of services or terminate theAgreement; trace debtors / recover debt; confirm, update and enhance Shell customer records; monitor volumeand spend information; conduct market research and/or statistical analysis (for example in relation to credit,insurance and fraud); identify and (if possible) prevent money laundering and fraud; and for marketing purposes(subject the provisions of Clause 13.3 – 13.4 below). In each case the processing will take place at any timeduring the course of the Application process and/or this Agreement, and may continue after the Agreement hasended.13.2 In the course of performing this Agreement and/or for the purposes set out in 13.1 above, members of theShell Group may disclose data (whether personal or otherwise) relating to an Applicant, a Cardholder and/orthe Principal Cardholder’s account(s) to any of the following: the Card Scheme Participants; the agents, serviceproviders and/or subcontractors of the Shell Group; any person to whom any member of the Shell Groupproposes to transfer any of its rights and/or duties under this Agreement; referees, guarantors or other personsproviding references or security in relation to a Cardholder’s obligations; credit reference and/or fraudprevention agencies; and/or as otherwise required or permitted by law or any regulatory authority. In each casethe recipients may be located in countries outside Hong Kong that do not have laws to protect personalinformation (Shell will use all reasonable endeavours to ensure that any personal data is appropriately protected).13.3 Whether an Application is successful or not, members of the Shell Group wish to use the informationsupplied in an Application and/or during the course of this Agreement to send the Applicant, it representatives(including Cardholders and/or Users) information about goods and/or services offered by members of the ShellGroup which may be of interest. Shell also wish to provide Cardholder details to third parties outside the ShellGroup to enable them to market goods and/or services which Shell believes may be of interest to the Cardholder.Such person(s) will be given the opportunity to indicate their consent to such contact by ticking a box on therelevant application, nomination or registration form. Any person that wishes to withdraw such consent may doso by using the ‘unsubscribe’ facility on any marketing email.13.4 Shell and/or any member of the Shell Group may also use the information supplied in an Applicationand/or during the course of this Agreement to contact Cardholders and/or their representatives regarding theiruse of the Cards.13.5 The Principal Cardholder acknowledges that when processing its Application and during the term of theAgreement, Shell or its nominees will assess its creditworthiness, as well as that of any Associated Persons(creditworthiness may be assessed with reference to any Associated Persons). In assessing creditworthiness:(a) credit scoring or other automated decision making processes may be used; and (b) records held by creditreference agencies may be searched. The consumer credit history of individuals linked to the PrincipalCardholder may also be assessed (with their permission).13.6 The Principal Cardholder may submit an Application for and on behalf of Associated Persons and/or maydisclose information about Associated Persons when making an Application. In doing so, the PrincipalCardholder represents and agrees that it:(a) has the necessary authority to act on behalf of the Associated Persons;(b) 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 withinsystems run by or on behalf of the Shell Group and representatives of any Associated Person (including, for theavoidance of doubt, the Principal Cardholder) may be able to access information relating other AssociatedPersons as well as itself;(d) will facilitate any credit assessment in relation to any Associated Person by obtaining their written consent tosuch 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 linkbetween Associated Persons at any credit reference agency, and that this link will be taken into account in allfuture Applications by any Associated Person until a disassociation is successfully filed with the relevant creditreference agency(ies);(f) will inform Shell without delay in the event that links with any Associated Person(s) are severed such that itshould no longer be treated as an Associated Person by Shell.13.7 The information contained in Clauses 13.1 – 13.6 above will, in so far as it relates to personal data, bemade available via a notice accessible via the Shell Website. The Principal Cardholder will use all reasonableendeavours to ensure that this information will be supplied to all Cardholders and/or Users, and any otherpersons whose personal data may be processed as set out above, and undertakes that it in making theApplication complies with the requirements of any legislation relating to data privacy.13.8 It is important that each Cardholder provides Shell with accurate information. If a Cardholder gives Shellfalse, misleading or inaccurate information and Shell suspects fraud, Shell may record this with a fraud preventionagency. Shell reserves the right to renew or take up bank references and carry out or credit checks at any time.13.9 The Principal Cardholder shall notify Shell without delay of any changes in the details relating to it,(including the registered driver name(s) and/or registered vehicle number(s)), its account and/or any Cardholder.Without prejudice to any other provisions for termination contained in this Agreement, all monies due and owingby the Principal Cardholder to Shell shall become due and payable forthwith if Shell discovers that anyinformation provided by the Principal Cardholder to Shell is materially inaccurate.14. Termination14.1 Without prejudice to any other rights and remedies:(i) The Principal Cardholder may at any time by notice in writing to Shell terminate the Card Account or any FleetCard(s) of the Card Account for which he/she is responsible.(ii) Shell may terminate the Agreement at any time its absolute discretion.15. Effect of Termination15.1 On termination of the Agreement by either party, without prejudice to the rights of Shell already accrued atthe date of termination, the whole outstanding balance of the Principal Cardholder’s account shall become dueand payable in full to Shell and the right of the Principal Cardholder to use a Card shall cease immediately.15.2 On termination of the Agreement by either party, the Card Account is closed only upon Shell’s actual receiptof all relevant Card(s) and settlement of all outstanding balance(s). The Principal Cardholder will remain fullyliable without limitation for any use and/or misuse of the Cards until such time as Shell is in receipt of the Cards.16. Liability of ShellSave to the extent that such liability cannot by law be limited or excluded neither Shell nor any member of theShell Group:(a) shall be liable for loss of profit or for any indirect or consequential loss or damage suffered by any Cardholderor by any third party in connection with any Supplies or the use of any Card or the Online Services including butnot limited to loss of use, loss of anticipated profit, loss of revenue, loss of production and business interruption.(b) shall be liable to any Cardholder in respect of any inaccurate information about purchases made with a Card,when such inaccuracy is caused by incorrect or incomplete information provided by any Cardholder or the CardScheme Participant, whether on a Sales Voucher, the Online Services or otherwise.(c) gives any representation or warranty that any computer software or data (which shall include without limitationdisks, tapes, hard drives or any other form of programme or file delivery, tangible or intangible, whether deliveredelectronically via a communications network or otherwise) supplied pursuant to this Agreement is free from anycomputer virus or other malicious programming. Neither Shell nor any member of the Shell Group has anyknowledge of the nature of the Cardholder’s computer systems and therefore gives no representation or warrantythat any computer software or data supplied is compatible with such computer systems nor that there is nofunctionality included which is incompatible with such computer systems.(d) Shell shall not be liable to any Cardholder or any third party in respect of the:(i) fraud, negligence, act, default or omission of independent contractors engaged by Shell, or the employees,contractors and agents of independent contractors engaged by Shell; and(ii) fraud, negligence, act, default, omission (including refusal to make Supplies) or wilful misconduct of any CardScheme Participant or its employees, contractors and agents.17. Intellectual Property17.1 Intellectual Property in the following non-exhaustive list shall remain the property of Shell and/or itslicensors:(i) any computer software or data supplied by or used by Shell or any member of the Shell Group in performingthis Agreement;(ii) any data supplied by Shell or any member of the Shell Group to Cardholders and/or Users (whether via theOnline Services or otherwise);(iii) the Content;(iv) the Online Services; and(v) all other material provided by Shell or any member of the Shell Group to a Cardholder and/or Users underthis Agreement.17.2 All Intellectual Property which results from or is otherwise created pursuant to or for the purposes of theperformance of this Agreement shall immediately upon creation vest in and become the property of Shell or anymember of the Shell Group (as appropriate) and, by force of this Clause 17, the Principal Cardholder shall takeall necessary steps to assign and shall procure that Authorised Cardholders and/or Users shall assign, suchIntellectual Property to Shell or any member of the Shell Group.17.3 The Principal Cardholder shall not, and shall procure that Authorised Cardholders and/or Users shall not,act in a manner inconsistent with 17.1 and 17.2 at any time.17.4 The Principal Cardholder shall not, and shall procure that Authorised Cardholders and/or Users shall not:(i) attempt to reverse engineer, decipher, decompile or disassemble any computer software supplied by or usedby Shell or any member of the Shell Group in performing this Agreement except to the extent permissible by Law;(ii) reduce any computer software supplied by or used by Shell or any member of the Shell Group in performingthis Agreement to human readable form or knowingly allow others to do so, except to the extent that applicablelaws specifically prohibit such restriction;(iii) modify computer software supplied by or used by Shell or any member of the Shell Group in performing thisAgreement or create derivative works of any computer software or data; and(iv) transmit or distribute any computer software supplied by or used by Shell or any member of the Shell Groupin performing this Agreement electronically, via the internet or in any other way.18. Variations18.1 Without prejudice to Clause 10, Shell may, upon notice to the Principal Cardholder, vary, add to or deleteany of these Terms and Conditions (including without limitation any terms contained in written correspondence) orimpose new terms and conditions for any other card scheme or online service which is similar to the current cardscheme or online service (whether or not such new scheme is operated by Shell or by a third party on behalf ofShell) so long as such variation does not materially prejudice the rights of the Principal Cardholder under thisAgreement, taking into account the commercial needs of Shell.18.2 The use of any Card after notification of any variation to these Terms and Conditions or the imposition ofnew terms and conditions shall be deemed to be acceptance of the varied or new terms and conditions by thePrincipal Cardholder.19. Transfers19.1 This Agreement is personal to the Principal Cardholder and the Principal Cardholder shall not be entitled toassign, transfer, mortgage or charge all or any of its rights interests or obligations under the Agreement.19.2 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.20. Joint and Several LiabilityWhere the Principal Cardholder consist of two or more persons the obligations of the Principal Cardholder shallbe joint and several.21. HeadingsThe headings used in the Agreement are for convenience and shall not affect the interpretation of the Agreement.22. Notices22.1 Except where expressly stated otherwise, a notice, demand, request, statement, or other communicationunder or in connection with under the Agreement shall only be effective if it is in writing. Faxes and e-mail arepermitted.22.2 Notices, demands, requests, statements, or other communications under or in connection with theAgreement shall be sent to a party at the addresses or numbers specified from time to time by the party to whomthe notice is addressed and shall be marked for the attention of the account contact and, for all communicationssent to Shell, copied to the company secretary at the registered address.22.3 Any notice given under the Agreement shall be effective only upon actual receipt at the appropriate address.22.4 Any notice given under the Agreement outside working hours in the place to which it is addressed shall bedeemed not to have been given until the start of the next working day in such place.22.5 No notice given under the Agreement may be withdrawn or revoked except by notice given in accordancewith this clause.23. Force MajeureNeither Shell nor any member of the Shell Group shall be under any liability to for any failure to perform itsobligations 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 with any order, demand or request ofany international, national, port, transportation, local or other authority or agency or of any body or personpurporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by anyof them.24. WaiverThe failure of Shell or any member of the Shell Group to enforce any of the provisions of this Agreement at anytime shall not be construed as a waiver of that provision unless specifically so notified by Shell in writing whichexpressly states it is a waiver. No waiver of any breach of this Agreement shall be held to be a waiver of anyother breach or a continuing waiver of any further breach of this Agreement.25. Law and JurisdictionThe provisions of the Agreement shall be governed by the laws of Hong Kong and the parties hereby agree thatany dispute or claim arising hereunder shall be submitted to the non-exclusive jurisdiction of the Hong KongCourts.26. Language26.1 Each notice, demand, request, statement, or other communication under or in connection with thisAgreement shall be:(i) in English; or(ii) in Chinese26.2 The receiving party shall be entitled to assume the accuracy of and rely upon any English translation of anydocument provided pursuant to sub-clause 26.1(ii).27. SeverabilityThe validity of the provisions of this Agreement shall not be affected if any particular provision or provisions ofthis Agreement is or are declared illegal, unenforceable, or contrary to law or public policy. If as a result of anydeclaration any of the rights or obligations of a party are materially affected, then the parties shall meet andnegotiate in good faith in order to arrive at an amendment of the provision(s) of this Agreement so affected, insuch manner as will most closely and accurately reflect the intents and purposes of this Agreement.28. No AssociationNothing in this Agreement and no action taken by the parties under this Agreement shall constitute a legalpartnership, association, joint venture or other co-operative entity between any of the parties.May 2011