Terms of Use - Rally

Last Updated: 17 Feb, 2025

These Terms of Service (“Terms”) govern the use of the expensing, spend management, and card services (collectively, the “Services”) provided by Rally Europe B.V. (“Rally”, “we” or “us”). Rally Europe B.V. is a company registered in the Netherlands. By using or accessing our Services, you agree to comply with these Terms. These Terms incorporate any additional policies or guidelines that we may provide for specific services. Please read these Terms carefully before using the Services.

1. Scope of Services

Regional Availability: Rally’s Services are offered only to users and businesses located in the European Union (EU) and the United Kingdom (UK). By registering for our Services, you represent that your primary place of business or residence is within the EU or UK. We do not offer accounts or services to entities or individuals outside these jurisdictions.

Compliance Checks and KYC: Access to Rally’s Services is conditioned on successful completion of our compliance checks, including Know Your Customer (KYC) verification in accordance with Dutch and EU laws. Financial service providers are legally required to verify customer identity before providing services (). You must provide accurate, current information and any documentation requested for KYC and ongoing customer due diligence. We reserve the right to refuse service or block access if you do not pass required verifications or if you later fail to meet ongoing compliance obligations (for example, if you do not provide updated information or if checks indicate an unacceptable risk under anti-money laundering rules) ().

Service Description: Rally’s Services enable businesses to manage expenses, control spending, and use Rally payment cards for business purchases. The specific features and functionalities of the Services are described on our website and in any applicable service agreements. All use of the Services must remain within the intended purpose of expense management and lawful payment activities. We may update or improve the Services over time; such changes will also be governed by these Terms.

2. User Responsibilities

Users of Rally’s Services (“you”) must use the Services responsibly and in compliance with all requirements set out in these Terms and applicable law. Key user responsibilities include:

• Account Security: You are responsible for maintaining the confidentiality and security of your account credentials (such as usernames, passwords, and card PINs). Any activity performed through your account or with your authentication is presumed to be authorized by you. You must promptly notify Rally if you suspect any unauthorized access or use of your account or card, or any breach of security. Rally may provide mechanisms to report lost or stolen cards or compromised accounts; you must use these mechanisms without delay to mitigate unauthorized transactions. Please safeguard your login information and devices to help prevent fraud or unauthorized use.
• Lawful and Authorized Use: You agree to use the Services only for lawful purposes and in accordance with all applicable laws and regulations, as well as these Terms and any policies we provide. Prohibited activities include using the Services for any fraudulent or illegal transactions, money laundering, funding of illicit activities, or any other purpose that is not permitted by law. You may not use Rally’s Services in violation of financial sanctions, anti-corruption laws, or other regulatory restrictions. We may monitor transactions and account activity, and we will report or take action against any use of the Services that appears unlawful or unauthorized.
• Compliance with Policies: In addition to legal compliance, you must adhere to any acceptable use policies, card usage guidelines, or other rules that Rally communicates to you. These policies are designed to ensure the Services are used appropriately and securely. For example, you must comply with spending limits, transaction monitoring requirements, and security procedures that we may implement. Failure to follow our company policies or abuse of the Services (such as attempting to circumvent security measures or using the Services in a manner that disrupts our systems) can result in suspension or termination of your access (see Termination Policy below).
• Accurate Information and Updates: You must provide truthful, accurate, and complete information when creating your Rally account and when undergoing KYC verification. It is your responsibility to keep your account information up to date (e.g. contact details, business information, beneficial ownership if applicable). If we cannot verify your identity or if your information is suspected to be incorrect or fraudulent, we may suspend or restrict your account. You also agree to promptly update any information as required for compliance purposes, and to respond to any reasonable requests from Rally for additional information or documentation to ensure compliance with law (for example, requests under anti-money laundering regulations). Using the Services on behalf of a company or organization, you warrant that you are authorized to bind that entity to these Terms and that the entity also complies with all obligations herein.

By fulfilling these user responsibilities, you help protect both yourself and Rally from security breaches, fraud, and legal violations. You will be solely responsible for any consequences (including financial losses or legal penalties) arising from your breach of the above obligations.

3. Fees and Payments

Unless otherwise agreed in a separate written contract, the following terms apply to fees and payment for Rally’s Services:

• Fee Structure and Disclosure: Rally’s Services are provided under a transparent fee policy. We will clearly communicate any fees or charges applicable to the Services before you incur them. All service fees, usage charges, or applicable taxes will be disclosed via our website, mobile app, or in a fee schedule provided to you, in accordance with Dutch and EU law. We do not charge any fees beyond those that are legally permitted and justified for the service provided. For example, we do not impose unjustified surcharges on transactions; any fees (such as card issuance fees, account subscription fees, or transaction fees) will comply with EU regulations and caps. If certain services are legally required to be offered for free or at cost (for instance, basic payment services under EU rules), we will adhere to those requirements. Rally will also include any mandatory government taxes or levies in the fees we charge (such as VAT), and those will be indicated to you as part of the total cost.
• Billing Cycle and Payment Method: Fees for Rally’s Services may be charged on a periodic basis or per usage, depending on the nature of the service. For example, a monthly platform fee may be billed in regular cycles, while transaction fees or card usage fees might be deducted at the time of each transaction or billed monthly in arrears. We will inform you of the billing cycle and payment method when you sign up for a particular service. Payment Terms: If we issue invoices (for instance, for a monthly subscription or consolidated expense billing), you agree to pay the invoiced amounts by the due date stated on the invoice. The standard payment term for invoices, unless otherwise specified, is 30 days from the invoice date in accordance with Dutch Civil Code Article 6:119a. If fees are deducted automatically (e.g. from a Rally balance or via direct debit), you must ensure you have sufficient funds available to cover the charges on the due date.
• User Payment Obligations: You are responsible for timely payment of all fees and charges associated with your use of the Services. This includes any fees for Rally-issued cards, subscription fees for the spend management platform, and reimbursement of any transactional taxes or costs that Rally is required to collect. You must maintain an active payment method or sufficient account balance to allow us to collect payments when due. If you believe any charge is incorrect, you should contact us promptly to dispute the charge; otherwise, we will assume the amount is correct and due.
• Late Payments: If you fail to pay an invoice or any owed amount by the due date, Rally reserves the right to take appropriate measures. We may suspend your Services (for example, temporarily disable your cards or account access) until payment is made. Additionally, under Dutch law, late payments in commercial transactions incur statutory interest from the day after the payment was due. We may charge you such interest on overdue amounts, at the rate specified by Dutch legislation (which may be updated from time to time), until full payment is received. You may also be responsible for any reasonable costs of collection we incur due to your late payment, including a fixed compensation for recovery costs as permitted by law (at minimum €40 for business-to-business late payments, as per the Dutch Act combating late payments). Rally will provide notice and an opportunity to cure any payment default, when required by law, before suspending or terminating the Services for non-payment (see Termination Policy).
• Refunds and Errors: Rally will rectify any billing errors promptly. If you are incorrectly charged a fee or if a transaction is processed in error, we will correct the mistake and refund any amount that was not due. We do not offer refunds for fees or charges that were properly incurred under these Terms (for example, if you voluntarily cancel the service mid-term, any prepaid fees may only be refunded at our discretion or as required by applicable law). However, if you terminate your account or services and have paid fees for a period you will not use, Rally will review and issue pro-rata refunds for the unused portion if required by law or our own refund policy. Any specific refund terms for certain services (e.g. a money-back guarantee or trial period) will be communicated to you in the relevant service documentation.
• No Unlawful Fees: Rally will not charge any fees that are not allowed by Dutch or EU regulations. For example, we comply with the EU Interchange Fee Regulation and Payment Services Directive rules, ensuring that no excessive surcharges are applied to payment transactions. If any law or regulation caps or limits a fee we intended to charge, we will adhere to the lower permitted amount. Our goal is to maintain fair and transparent pricing in line with all legal requirements.

By using the Services, you agree to pay the fees and charges applicable to your account. Failure to pay may result in suspension or termination of Services as outlined below.

4. Termination Policy

This section explains how and why an account or service agreement may be suspended or terminated by either the user or Rally. “Termination” can include permanent closure of your Rally account and cancellation of access to the Services, while “suspension” may refer to a temporary block on account access or card usage. Rally reserves the right to suspend or terminate accounts in accordance with the conditions below:

• Termination by You (User-Initiated): You have the right to terminate your Rally account or stop using the Services at any time. You may do this by providing notice to Rally (for example, via an account settings page or by contacting customer support to request account closure) and discontinuing use of the Services. Upon termination by you, we will deactivate your account and card(s) after completing any pending transactions or obligations. Any prepaid fees covering periods after the termination date will be handled in accordance with our refund policy (see Fees and Payments above). We will not charge you any penalty or termination fee for closing your account. Note that terminating your account will not immediately delete records we are required to retain for regulatory purposes (such as transaction logs or KYC data), which we will maintain as required by law. Also, you remain responsible for any fees or charges accrued up to the date of termination.
• Suspension or Termination by Rally (For Cause): Rally may immediately suspend or terminate your account access (including disabling your Rally cards) if we determine that there is a justified reason to do so, including but not limited to the following circumstances:
  1. Violation of Terms or Policies: You have seriously or repeatedly violated these Terms or other policies applicable to the Services. For example, if you misuse the Services for unauthorized purposes, provide false information, or otherwise breach your contractual obligations, Rally may terminate your use. This includes any use of the Services that is fraudulent, abusive, causes harm to Rally’s systems, or infringes on the rights of others.
  2. Non-Compliance with Laws or Regulations: Your use of the Services or your account status violates applicable law or regulatory requirements, or you fail to meet ongoing compliance obligations. This covers situations such as failing to pass required KYC re-verification, being identified as a restricted or sanctioned party, or engaging in transactions that Rally (in good faith) believes are unlawful (e.g. money laundering or fraud). Rally must comply with Dutch and EU financial regulations; if you pose an unacceptable risk under those regulations, we may refuse to continue the business relationship and terminate your account to maintain compliance.
  3. Failure to Pay Fees: You are in default of payment obligations, meaning you have overdue fees or charges despite payment reminders. If you do not pay amounts owed for the Services, Rally may suspend your account access and, after continued non-payment, terminate the account for breach of contract. We will usually provide a notice (e.g. an email warning) and a reasonable opportunity to pay overdue amounts before termination. However, if payment is excessively overdue or it’s clear you do not intend to pay, we reserve the right to terminate access. Non-payment is expressly a cause for service termination.
  4. Security or Integrity Threats: We may suspend or terminate immediately if your account use poses a security threat to our platform or systems, or if we reasonably suspect that the account has been compromised, is being used by an unauthorized third party, or is involved in fraudulent or illegal activities. In such cases, termination or suspension is necessary to protect us and other users.
  In any of the above situations, Rally will, where practicable, give you notice of the suspension/termination and the reason for it (unless legal restrictions or security concerns prevent us from doing so). For example, if we terminate due to suspected financial crime, we may be restricted by law from disclosing details. When your account is terminated for cause, you must immediately cease using the Services and you remain liable for any unpaid amounts or damages resulting from your breach.
• Termination for Inactivity: Rally reserves the right to terminate accounts that have been inactive for an extended period. If your account has no activity (such as no logins, transactions, or card use) for a continuous period of time (e.g., 12 months or more), we may designate the account as inactive. Prior to terminating an inactive account, we will provide notice to you (for instance, by email) to inform you that your account is at risk of closure due to inactivity. If you do not respond or reactivate your account by logging in or making a transaction within the time specified in the notice, we may proceed to close your account. After termination for inactivity, any remaining funds in your account will be handled according to applicable law – for example, we may attempt to return funds to you or, if law requires, escheat unclaimed funds to a governmental authority after a certain period. No fees will be charged solely for inactivity-based termination, but monthly maintenance fees (if applicable) may continue to be deducted until the account is closed.
• Termination by Rally for Convenience: In addition to the for-cause terminations above, Rally may terminate the provision of the Services or your account for convenience (i.e. for any reason or no specific reason), but only with advance notice. Except in emergency cases or where a shorter period is required by law or regulator, we will give you reasonable prior written notice of such termination – typically at least 30 days’ notice. For example, if Rally decides to discontinue the Services entirely or cease operations in a certain jurisdiction, we will notify users in advance as required (the notice period may be longer if mandated by law for consumers). During the notice period, your account will generally remain active so you can wrap up affairs (e.g., pay off any outstanding card balance or download your transaction records). After the notice period expires, we will close your account. If we terminate your account for convenience and you have paid for services beyond the termination date, we will refund the unused portion of any prepaid fees. Rally will not be liable for any losses or damages due to a termination for convenience, beyond the obligation to refund applicable prepaid fees and to provide the required notice.

Effects of Termination: Upon termination of your account (whether by you or by Rally), your rights to use the Services will immediately cease. This means you must stop using any Rally cards (which will be deactivated), and you will no longer have access to the Rally platform or any stored data in your account (we recommend you export any needed reports before termination). We may, at our discretion, delete or disable access to your expense data after termination, except to the extent we are obliged to retain it for legal reasons. Any funds remaining in a payment account or card balance will be returned to you as per your instructions (provided compliance checks allow us to return the money) or via the original funding source, subject to legal requirements. However, Rally may offset any funds against amounts you owe us (for example, deducting unpaid fees from a remaining balance) to the extent permitted by law.

Even after termination, certain provisions of these Terms will remain in effect. These include, for example, any obligations to pay outstanding fees, any limitations of liability or disclaimers, and our rights to use and protect data as described in our Privacy Policy. Termination of the account does not absolve you of liability for any breaches of the Terms that occurred prior to termination.

Rally will handle all account terminations in a manner consistent with Dutch law and any applicable EU regulations. We strive to act fairly and provide notice where possible, but we retain the ultimate right to protect our platform and comply with the law by terminating or suspending accounts when necessary.

5. Liability Limitations and Disclaimers

This section outlines the limitations on Rally’s liability to you, as permitted by law, and important disclaimers about the Services. Nothing in these Terms is intended to limit rights or remedies that cannot be limited under law (particularly if you are a consumer, you may have certain non-excludable rights). However, to the fullest extent allowed by applicable law, the following limitations and exclusions apply:

• Service Provided “As Is” (No Warranty): Rally provides its Services on an “as-is” and “as-available” basis without any warranties, except those explicitly required by law. While we endeavor to offer a secure, reliable service, we do not guarantee that the Services will be uninterrupted, error-free, or always available. Technical downtime, maintenance outages, or unforeseen disruptions may occur. We disclaim all implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement to the extent permitted by law. You use the Rally Services at your own risk, and you acknowledge that there may be periods where the Services are inaccessible or slow (for example, during system maintenance or internet outages). Rally will try to notify users of significant planned downtime, but we are not liable for any impact that service availability issues may have on your business, provided that we act in accordance with our legal obligations.
• Limitation of Liability (Direct Damages Cap): To the extent permitted by Dutch law, Rally’s liability to you for any claims arising out of or related to the Services or these Terms is limited to direct damages actually incurred by you. In other words, if Rally is found liable to you, we will only compensate you for proven direct losses and not for any indirect or consequential losses. Excluded categories of damages include, for example, your loss of profit, loss of revenue, loss of business opportunity, loss of data, or any indirect, incidental, or punitive damages. Rally will not be responsible for damages that are not a direct result of our breach or wrongdoing (for example, we are not liable for harm caused by third-party services, or for your own failure to comply with your obligations). Additionally, Rally’s total aggregate liability to a user is capped at an amount equal to the fees you have paid to Rally for the Services in the 12 months preceding the event giving rise to the claim. If you have not paid any fees (for example, if the service was free), Rally’s liability will be capped at a reasonable sum as determined by applicable law. This liability cap and exclusion of certain damages apply regardless of the legal theory of the claim (contract, tort, negligence, etc.), except in cases of willful misconduct or gross negligence as described below.
• No Limitation for Certain Liabilities: Nothing in these Terms shall operate so as to exclude or limit Rally’s liability in cases where such exclusion or limitation would violate the law. In particular, we do not exclude or cap liability for death or personal injury caused by our negligence (though this is unlikely relevant to a financial service), for fraud or intentional misconduct, or for any other liability that cannot be limited under applicable law. Under Dutch law, contractual terms that completely eliminate a party’s liability for damages may be considered unreasonably onerous or void. Accordingly, the limitations in these Terms do not apply to damages resulting from Rally’s gross negligence or intentional breach of duty, nor do they override any mandatory liabilities imposed on financial service providers by law. For example, if we act with gross negligence and that causes you harm, you may have the right to recover losses notwithstanding the limitations stated above. Similarly, any statutory remedies you are entitled to (such as specific consumer protections) are not waived or limited by these Terms.
• User’s Liability for Unauthorized Transactions: Because Rally’s Services involve financial transactions and card use, it is important to clarify liability for unauthorized transactions (such as someone stealing your card or hacking your account). You are required to keep your Rally card, account access, and security credentials safe (see User Responsibilities). If you fail to do so and an unauthorized transaction occurs, the allocation of liability will follow applicable payment services law (e.g., the EU Payment Services Directive (PSD2) as implemented in Dutch law). In general: (a) If your Rally card or account credentials are lost or stolen, and someone else uses them without your permission, you may be responsible for up to €50 of the resulting loss before you report the loss/theft to Rally. This €50 is the statutory maximum for which you can be held liable in such cases of unauthorized payment resulting from a lost or stolen payment instrument, provided you were otherwise complying with your duties. (b) If you have acted fraudulently or with gross negligence in failing to protect your card or account (for example, by sharing your PIN or password, or not reporting a loss promptly), you can be held responsible for all unauthorized transactions that occur before notifying us. In cases of fraud or gross negligence by you, the €50 cap does not apply – you would bear all losses. (c) Once you notify Rally without undue delay that your card or credentials are lost, stolen, or compromised, and provided you have not acted fraudulently, you are no longer liable for subsequent unauthorized transactions on your account. It is therefore critical that you contact us as soon as you suspect any unauthorized use. Rally will provide channels (such as a support line or online portal) for you to make such notifications 24/7, as required by law. If Rally does not offer a means for you to report a lost/stolen card at all times, then you will not be liable for unauthorized transactions that would otherwise be your responsibility, unless you acted fraudulently. We follow all other specific requirements of PSD2 and related regulations regarding unauthorized payments, error resolution, and fraud prevention. In summary, Rally will assume liability for unauthorized transactions in your account to the extent required by law – for example, if an unauthorized charge occurs after you timely notified us of a lost card, or if it was caused by our failure to implement appropriate security. Conversely, you agree that you will be responsible for unauthorized charges as allowed by law, particularly if your own failure to follow security obligations contributed to the breach.
• Rally’s Liability for Executing Transactions: If you use Rally’s Services to initiate payments or card transactions, Rally is responsible for correctly executing those transactions in accordance with our agreement and the law. In the event we make an error (for instance, processing a transaction for the wrong amount, or to the wrong payee due to a fault on our side), we will be liable to correct the mistake and reimburse any funds as required under applicable payment services regulations. However, Rally’s liability is limited in cases where the error was due to your provided information or a third-party’s fault. Any claims for incorrect or unauthorized execution of payments should be raised to us without undue delay, and we will investigate and respond as mandated by law.
• No Liability for Indirect Losses or Force Majeure: In line with the limitation of liability stated above, Rally will not be liable for indirect consequences of problems with the Service. For example, if the Service is temporarily unavailable and this causes you to miss a business opportunity or incur additional expenses, that kind of consequential loss is not recoverable from Rally (since it is not a direct damage arising from our breach). Moreover, Rally is not responsible for failures or delays in performing our obligations that result from events beyond our reasonable control (often referred to as “force majeure” events). These events might include, for instance, natural disasters, power outages, strikes, pandemics, cyber-attacks that are not due to our negligence, or instructions from government authorities. If such an event occurs, we will make reasonable efforts to resume services as soon as possible, but we shall be excused from performance during the event and not liable for any damage or losses it causes, as long as we were not at fault in causing the issue.
• Third-Party Services and Links: Rally’s platform may integrate with or link to third-party services (for example, accounting software, or merchant websites where the Rally card is used). We are not liable for the acts or omissions of any third-party service providers, banks, or merchants. Your use of third-party services is subject to their terms, and Rally does not have control over their operations or security. We disclaim responsibility for any loss or damage arising from third-party services, and such issues should be resolved with the respective third party. However, if required by law (for instance, certain dispute rights under card network rules or payment laws), we will assist you in dealing with unauthorized or erroneous transactions involving third parties, consistent with our obligations.

In summary, Rally’s liability to you is limited to what is expressly required by law. We do not assume liability for broad categories of loss that are not within our direct control or that are considered consequential or indirect. The limitations and exclusions in this section are a fundamental part of our agreement; Rally’s services would not be offered on the same terms without these limitations. If you believe you have a claim against Rally, you agree to notify us promptly and give us the opportunity to resolve the issue. Any legal claim you bring against Rally must be consistent with the contractual limitations of liability as stated here and with applicable law.

6. Governing Law and Jurisdiction

Governing Law: These Terms and any disputes arising out of or relating to the Services or your agreement with Rally shall be governed by the laws of the Netherlands. This choice of law applies without regard to conflict of law principles, meaning that if you are using the Services from another country, Dutch law will still govern the interpretation and enforcement of these Terms (subject to any overriding consumer protection laws as noted below). If you are a consumer residing in another EU country or in the UK, you may also have certain mandatory legal protections under the laws of your country of residence; these Terms do not deprive you of those protections. In the event of a conflict between Dutch law and the law of your country that cannot be contractually chosen away (such as certain consumer rights), the applicable mandatory rules of your country will apply for your benefit.

Jurisdiction: All disputes or claims arising out of or in connection with these Terms or the Services shall be subject to the exclusive jurisdiction of the competent courts in the Netherlands. Specifically, unless another venue is required by mandatory law, any lawsuit or legal proceeding against Rally must be brought before the courts of Amsterdam, the Netherlands, which is where Rally Europe B.V. is domiciled. By agreeing to these Terms, you consent to the personal jurisdiction of those courts for litigating any such disputes. If you are a business user, you and Rally agree to the Netherlands courts as the exclusive venue. If you are a consumer, this jurisdiction clause does not limit your ability to bring a claim in the courts of your home country under any rule that gives consumers the right to sue in their local jurisdiction. The intention is that Amsterdam courts will normally handle disputes, but if an applicable consumer law entitles you to file claims elsewhere (or requires that certain claims be heard elsewhere), that law will override this clause.

Dispute Resolution and Complaints: Before resorting to litigation, we encourage you to contact Rally’s support team to resolve any issue. We will endeavor to handle complaints efficiently and fairly. If an amicable resolution is not reached, and if you are eligible, you may refer your complaint to an alternative dispute resolution body or ombudsman. For example, if applicable, Dutch consumers can submit complaints to the Financial Services Complaints Tribunal (Kifid) or other competent ADR entities – details of such processes can be provided upon request. Using an alternative dispute resolution mechanism is optional and does not waive your right to go to court; however, it might resolve the issue faster and with less cost.

Local Legal Restrictions: Because our Services are limited to the EU and UK, we do not anticipate significant conflicts with foreign laws. However, if you happen to access the Services from outside the EU/UK (contrary to our Scope of Services), be aware that you are responsible for compliance with any local laws. The governing law and jurisdiction will remain as stated above regardless of where you use or access the Services.

Severability: If any provision of the Governing Law and Jurisdiction section (or any other part of these Terms) is found to be illegal or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of these Terms will remain in full effect. For example, if a court finds that the jurisdiction clause unlawfully deprives a consumer of a right, the court may allow the consumer to proceed in their local jurisdiction but will still uphold the rest of these Terms.

By using Rally’s Services, you acknowledge that you have read, understood, and agree to these Terms of Service. These Terms (together with any service-specific agreements) constitute the entire agreement between you and Rally Europe B.V. regarding the Services. If you have questions about these Terms, please contact us at the support information provided on our website.

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