Last Revised: December 29, 2025
The SmartDeer Corporate Card Service Terms (hereinafter referred to as “these Terms”) constitute an integral part of the main service agreement, service appendices, and their attachments executed between SmartDeer Group and the Client. These Terms govern the specific implementation and cooperation requirements for SmartDeer Group’s corporate card services (“SmartDeer Corporate Card Services”). In case of any inconsistency between these Terms and the main service agreement, service appendices, or their attachments, these Terms shall prevail.
1.Definitions
1.1.“SmartDeer Corporate Card Service” means the corporate card products and supporting services provided by SmartDeer Group to the Client.
1.2.“Corporate Card” means the virtual payment card issued by SmartDeer Group through the issuing institution and centrally managed on the SmartDeer platform.
1.3.“Authorized User” means the consultant personnel authorized by the Client to obtain the Corporate Card and exercise related usage rights.
1.4.“Transaction” means any purchase of goods or services made by an Authorized User using the Corporate Card, or any other operation under this Agreement that results in a change to the Available Funds balance.
1.5.“Available Funds” means the funds pre-deposited by the Client into the account designated by SmartDeer Group and used for Corporate Card transactions.
1.6.“Card Network” means the payment clearing network to which the Corporate Card belongs (e.g., Visa, Mastercard, etc.).
1.7.“Issuing Institution” means the service provider collaborating with SmartDeer Group, acting as a member of the Card Organization, and responsible for issuing Corporate Cards to the Client.
1.8.“Issuer Terms” means the relevant agreements and terms entered into between the Client and/or Advisor and the Issuer regarding the use of the Corporate Card.
1.9.“Fees” means all types of charges payable by the Client to SmartDeer for using SmartDeer Corporate Card services as agreed.
1.10.“Fee Account” means the platform account displaying available funds.
1.11.“Corporate Card Statement” means the detailed statement issued periodically or irregularly by SmartDeer Group based on actual corporate card transactions, including but not limited to various transaction fees, service charges, refunds, penalties, fines, and other payable amounts, used for Client verification, confirmation, and settlement.
1.12.“Penalty” means fines and fees incurred by SmartDeer Group due to violations of relevant policies, laws, regulations, agreements, etc., by the Client or its authorized users, which the Client is required to reimburse.
1.13.“Merchant” means a retail enterprise or other institution that provides goods and/or services to the Client or authorized users and accepts Corporate Card payments.
1.14.“Chargeback” means a dispute initiated against a merchant due to an existing unresolved dispute or unauthorized charges.
1.15.“Third-Party Service Provider” means any affiliate, agent, representative, or other third party assisting SmartDeer Group in fulfilling relevant services when providing SmartDeer Corporate Card services to the Client.
1.16.“Transaction” means the purchase of goods and/or services (as applicable) completed using the Corporate Card, or any action that alters the available funds balance.
1.17.Definitions of other terms shall be governed by the Master Service Agreement, relevant service appendices, and work specifications.
2.Services
2.1.SmartDeer Corporate Card Services require the Client to sign the relevant Master Service Agreement, service appendices, and their attachments. The Client and Authorized Users must jointly comply with these Terms and the Issuer’s Terms.
2.2.SmartDeer Group reserves the right to revise these Terms from time to time based on actual circumstances, including but not limited to fee adjustments, functional modifications, and risk control requirements. For material changes, SmartDeer Group shall notify the Client at least 30 days in advance. If the Client disagrees with the adjustments, they have the right to terminate the service by providing written notice to SmartDeer before the changes take effect. Failure to object within the specified period shall be deemed as acceptance of the changes.
2.3.All amendments to these Terms shall be effective as published on the SmartDeer platform. The Client shall be bound by these Terms and any amendments unless the Client notifies SmartDeer of objection prior to the effective date of the relevant change. Failure to object shall constitute acceptance of the changes.
2.4.Corporate Cards are issued by Airwallex or other issuers designated by SmartDeer Group and notified separately to the Client.
3.Authorized Users and Responsibilities
3.1.The Client may authorize specific advisors as Authorized Users through the SmartDeer platform and issue Corporate Cards to them. All Authorized Users must be at least 18 years of age, provide truthful and accurate registration information, and strictly comply with these Terms and the Issuer’s Terms.
3.2.The SmartDeer Group reserves the right to refuse card issuance to specific individuals for reasonable grounds.
3.3.The Client shall bear ultimate responsibility for all transaction activities under all authorized users and issued corporate cards, including any fees and transactions initiated by the cardholder through actual or authorized card use, even if the initiator is not the cardholder or designated user.
3.4.The Client must commit to implementing appropriate management measures to ensure corporate cards are used solely for lawful business purposes and shall be liable for all legal and financial consequences arising from authorized users’ improper use of corporate cards.
3.5.The Client shall proactively manage the list of authorized users and card activation status, and promptly cancel relevant corporate cards when authorized users leave the company, terminate their contract, or undergo changes in their authority.
4.Prepaid Funds and Limits
4.1.Corporate cards operate on a prepaid basis. The Client acknowledges that the maximum spending limit for corporate cards is capped by the available balance of prepaid funds deposited by the Client into the designated account of SmartDeer Group.
4.2.The Client may set individual maximum spending limits for different authorized users via the SmartDeer platform. The cumulative spending across all corporate cards shall not exceed the actual available balance.
4.3.Authorized fees, charges, or penalties may reduce the spending limit, and the deducted amount may not precisely match the final transaction value. When transacting at certain merchants (e.g., hotels, gas stations, restaurants, or car rental companies) where the exact amount is undetermined, the system may temporarily freeze funds or securities in the fee account. This frozen amount may exceed or fall below the final actual charge.
4.4.Should the card incur actual over-limit spending or overdrafts, the Client must immediately repay all outstanding amounts to SmartDeer Group. SmartDeer Group reserves the right to take necessary measures to exercise its recourse rights.
4.5.In cases of corporate card over-spending, SmartDeer Group has the right to directly deduct the equivalent over-spent amount from any other account held by the Client with the Company, or from subsequent prepayments made by the Client to the Company. Additionally, until the overdrawn amount is fully settled, SmartDeer Group reserves the right to suspend some or all usage functions of all corporate cards held by the Client and its authorized users.
4.6.All prepayments, fees, penalties, etc., shall be settled in US Dollars (USD). Where currency conversion is involved, settlement shall be based on the platform’s actual exchange rate, and the Client agrees to bear any differences arising from exchange rate fluctuations. SmartDeer Group shall independently select the applicable exchange rate (FX Rate). The exchange rate may vary based on transaction type, amount, currency, conversion timing, or other factors deemed relevant by SmartDeer Group, and typically includes costs or markups determined by SmartDeer Group.
4.7.Corporate card transaction amounts shall be priced based on the transaction date and settled in USD.
4.8.Invoices and amounts due shall be denominated in USD. Payments made by the Client in currencies other than USD shall be converted to USD before payment.
5.Corporate Card Usage
5.1.Authorized users may only use the Corporate Card to pay merchants for goods and services when sufficient available funds exist.
5.2.Clients acknowledge that certain merchants may impose additional fees or impose other business rules on specific card types. SmartDeer Group assumes no responsibility for explaining such policies or bearing related liabilities.
5.3.Any disputes regarding goods/services arising from Corporate Card usage must be resolved directly between the Client and the merchant. SmartDeer assumes no obligation to assist in such matters.
5.4.SmartDeer Group, the card issuer, and other third-party service providers (including acquirers) reserve the right to refuse or reverse specific transactions for any reason. SmartDeer Group shall not be liable for any resulting losses or damages.
6.Service Fees and Settlement
6.1.All fees related to Corporate Card services shall be determined by the billing statement.
6.2.The Client agrees to bear all costs incurred through the use of Corporate Card services and settle them promptly as stipulated in the billing statement. Should payment remain outstanding past the due date, SmartDeer reserves the right to suspend or terminate services, and the Client shall bear all applicable fees, charges, and penalties.
7.Card Loss, Theft, and Cancellation
7.1.The Client has the right to independently cancel, freeze, or manage the corporate card based on business needs. In cases such as advisor resignation or termination of cooperation, the card should be promptly deactivated through the system. If self-processing is not feasible, the Client must notify SmartDeer Group immediately.
7.2.The Client shall bear full responsibility for any consequences arising from non-compliant transactions due to untimely management.
7.3.Even if the corporate card account of the original authorized user retains a remaining balance, the Client remains fully responsible for repaying all outstanding debts associated with the expense account.
7.4.SmartDeer Group must be notified within 24 hours of any lost or stolen corporate cards, including those already received or undelivered.
7.5.The Client and relevant authorized users must actively assist SmartDeer Group or the issuer in investigating any suspected unauthorized charges, promptly providing supplementary information and relevant documentation deemed necessary during the investigation.
7.6.If SmartDeer Group contacts the Client multiple times (three or more) without receiving a response, SmartDeer Group reserves the right to immediately cancel the relevant corporate card or terminate services. All resulting investigation fees, service charges, penalties, and related costs shall be borne solely by the Client.
8.Cardholder Misuse
8.1.SmartDeer Group shall not be liable for any losses arising from a cardholder’s misuse of the corporate card. The Client is responsible for establishing and implementing effective internal policies to ensure all advisors and authorized users fully understand the usage regulations for the corporate card and related services.
8.2.Cardholder misuse includes but is not limited to the following scenarios:
8.2.1.Transactions or operations exceeding pre-set spending limits;
8.2.2.Forging invoices, receipts, or transaction-related documentation;
8.2.3.Using the corporate card for personal gain or non-business purposes;
8.2.4.Misappropriating resources belonging to the client, SmartDeer Group, or other third parties;
8.2.5.Falsely reporting fraudulent or inaccurate transactions to SmartDeer Group;
8.2.6.Providing corporate card information or conducting transactions with third parties through insecure channels;
8.2.7.Colluding with merchants, suppliers, or other external parties to conduct fictitious or non-compliant transactions;
8.2.8.Using corporate cards or related information to impersonate any employer executive or employee；
8.2.9.Authorizing family members or others to misuse corporate cards;
8.2.10.Disclosing card information to third parties except for completing authorized transactions;
8.2.11.Entrusting the corporate card or card information to others for use or storage without approval.
9.Fee Disputes
9.1.When disputes arise between the Client and a merchant regarding charges on a statement, such as incorrect goods/services or erroneous fees, the Client should first attempt to resolve the issue directly with the merchant. If resolution is unattainable or the charge is deemed unauthorized, the Client may initiate dispute resolution through the SmartDeer platform.
9.2.The Client is obligated to promptly review the corporate card statement for errors or unauthorized charges and proactively communicate any objections to SmartDeer Group.
9.3.The Client understands and agrees that corporate card services are subject to relevant card network chargeback rules. Chargeback processing must follow card network and issuer terms and procedures, and the Client may be required to provide detailed explanations and necessary supporting documentation.
9.4.Outstanding disputed amounts or chargeback-related fees remain payable by the Client as per the billing requirements by the due date. Should the chargeback outcome be favorable to the Client, the corresponding amount will be credited to the Client’s expense account and reflected on the statement. If the Client fails to pay such fees on time, SmartDeer Group reserves the right to deduct the relevant amount, reduce the corporate card spending limit, or suspend services.
10.Limitation of Liability
10.1.SmartDeer Group shall not be liable for the following circumstances:
10.1.1.Unavailability of the corporate card due to abnormal, unforeseeable, or uncontrollable causes, including but not limited to system failures or technical obstacles, even if SmartDeer has exercised its best efforts in maintenance;
10.1.2.Any disputes arising from the cardholder’s purchase of goods or services using the corporate card;
10.1.3.Loss of profits, business losses, or any indirect, special, incidental, or punitive damages resulting from the corporate card service;
10.1.4.Merchant refusal of corporate card transactions or chargebacks;
10.1.5.Any actions or omissions taken to comply with applicable laws and regulations.
10.2.Under no circumstances shall SmartDeer Group’s liability to the Client exceed the actual amount of the disputed transaction. Beyond the foregoing scope, if SmartDeer’s operational error results in incorrect fee deductions from the Client, the equivalent amount shall be refunded upon verification.
10.3.Should the Client or Authorized User cause card information leakage due to fraud, breach of contract, illegal use, or negligence, the Client shall bear all consequences of the Corporate Card’s use and misuse. SmartDeer Group reserves the right to take reasonable measures to seek compensation from the Client for related losses. Unless otherwise required by applicable law, the Client’s liability for such claims shall be unlimited.
11.Agreement Termination
11.1.To terminate this Agreement, the Client must provide SmartDeer Group with written notice at least ninety (90) days in advance or terminate in accordance with other provisions herein.
11.2.SmartDeer Group reserves the right to terminate the Agreement based on actual business circumstances.
11.3.Upon termination, the Client shall immediately settle all accrued fees and penalties in a single payment.
11.4.Upon termination, SmartDeer Group shall deactivate and cancel all Client corporate cards. The Client shall promptly notify SmartDeer Group of the specific disposition for any remaining available funds.