Subscription Card Policy

The MADIBA membership Card program (“Program”) provides eligible MADIBA members with controlled access to commercial payment-card services through a sponsoring financial institution and MADIBA card-network infrastructure.

The Program allows an approved member’s authorized spending account to be funded, controlled, monitored, and reconciled through MADIBA 369 artechture framework through sponsored banking and payment infrastructure.

The Program shall:

1. Provide eligible MADIBA members with commercial payment-card access.
2. Connect approved member obligations to controlled spending accounts.
3. Provide transaction-level authorization and spending controls.
4. Maintain a corporate authorized obligations and transactions.
5. Maintain a reconciliation relationship between MADIBA professional 369 architecture and sponsoring bank.
6. Support corporate purchasing, project expenses, supplier payments, travel, administration, and other approved commercial activities.
7. Provide auditable transaction records.
8. Support MADIBA underwriting and member-risk controls.
9. Prevent unauthorized use of MADIBA treasury resources.
10. Provide a structured bridge between MADIBA’s private corporate ledger and regulated bank settlement rails.

The initial Programs shall be restricted to approved commercial participants.

Eligible users may include MADIBA members:

• corporations, LLCs, partnerships, trusts where commercially appropriate;
• project entities;
• approved contractors;
• approved suppliers;
• authorized officers;
• authorized employees;
• approved agents;
• and other approved business-purpose users.

Consumer-purpose enrollment shall not be permitted under the commercial program.

Each cardholder must be associated with an approved member organization and an authorized MADIBA account.

Administrators may establish controls based on:

• transaction amount;
• daily spending;
• monthly spending;
• merchant category;
• merchant;
• geographic location;
• online/in-person use;
• ATM availability;
• cash withdrawal;
• project;
• work order;
• supplier;
• cardholder;
• time period;
• number of transactions;
• and available account balance.

Controls shall be established before card activation when practicable.

Where a card is associated with a project, Administrators may require a valid Work Order.

The Work Order may identify:

• project;
• member;
• contractor;
• supplier;
• authorized amount;
• authorized period;
• approved goods/services;
• responsible administrator;
• funding source;
• cardholder;
• and supporting documentation.

A card transaction may be automatically compared against the applicable Work Order before authorization.

The authorization layer may evaluate:

• card status;
• available balance;
• approved limit;
• merchant category;
• transaction amount;
• member status;
• project status;
• Work Order status;
• fraud indicators;
• compliance restrictions;
• and other approved controls.

The Program shall distinguish between:

Ledger Balance The amount recorded within the Treasury Bank accounting system.

Available Card Balance The amount currently available for card authorization.

Pending Amount Authorized transactions that have not yet settled.

Settled Amount Transactions confirmed through the bank/processor settlement process.

Reserved Amount Funds temporarily reserved for an approved transaction or obligation.

The Program system shall not represent a pending or internal ledger amount as settled cash.

Before activation, Administrators shall confirm:

• MADIBA approval;
• cardholder identity;
• authorized representative;
• account status;
• funding status;
• spending limit;
• applicable compliance review;
• card controls;
• and required agreements.

The cardholder shall acknowledge the MADIBA Cardholder Agreement before use.

---

Each cardholder shall:

1. Use the card solely for authorized business purposes.
2. Protect card credentials.
3. Immediately report lost or stolen cards.
4. Maintain transaction documentation.
5. Avoid personal purchases.
6. Avoid unauthorized cash transactions.
7. Follow applicable spending limits.
8. Follow applicable Work Orders.
9. Submit receipts and supporting records when required.
10. Cooperate with audits and transaction reviews.

Unless specifically approved under a separate program, prohibited transactions include:

• personal expenses;
• unauthorized cash advances;
• unauthorized person-to-person transfers;
• gambling;
• unlawful goods or services;
• transactions intended to evade AML controls;
• transactions designed to conceal the beneficial owner;
• transactions outside the approved commercial purpose;
• unauthorized related-party transactions;
• transactions exceeding approved limits;
• and transactions that violate applicable law or the sponsoring bank’s program requirements.

The bank, processor, network, or HSC may impose additional prohibited-merchant restrictions.

The Program is designed for commercial-purpose transactions.

MADIBA shall obtain appropriate representations regarding business purpose and shall maintain documentation supporting the commercial nature of the account.

However, classification shall depend on the actual facts and structure of the account and card relationship. The Program shall not rely solely upon contractual language to determine whether a transaction or account is outside consumer-protection laws.

Where a product is offered to consumers or otherwise falls within consumer financial regulations, the applicable requirements shall be incorporated into that product’s separate compliance framework.

The parties shall evaluate:

• whether funds are paid in advance;
• whether the card provides access to prepaid value;
• whether the card is open-loop or closed-loop;
• whether the card can be used at unaffiliated merchants;
• whether the card can be reloaded;
• who controls the program;
• who provides the prepaid access;
• whether funds can be transferred between users;
• whether international transactions are permitted;
• and applicable value thresholds.

The sponsoring bank shall maintain the regulated bank account(s) used for the Program. Administrators does not represent the bank account as a Program deposit account unless Administrators itself becomes legally entitled to make such a representation.

Cards may be:

• physical;
• virtual;
• tokenized;
• single-use;
• reusable;
• or otherwise configured by the approved processor.

Issuance shall occur only after the applicable member and cardholder approvals have been completed.

MADIBA may issue virtual cards for:

• supplier payments;
• online purchases;
• subscriptions;
• project expenses;
• contractor payments;
• controlled procurement;
• and transaction-specific obligations.

Virtual cards may be configured with:

• single-use numbers;
• merchant restrictions;
• dollar limits;
• expiration dates;
• project restrictions;
• and transaction-specific controls.

The Program shall maintain layered fraud controls.

These may include:

• velocity monitoring;
• transaction anomaly detection;
• merchant-category restrictions;
• card freezing;
• geographic controls;
• device monitoring;
• unusual spending alerts;
• duplicate transaction detection;
• compromised-card detection;
• and manual review.

Suspicious activity shall be escalated according to the applicable HSC and bank procedures.

The Program shall maintain a documented process for:

• unauthorized transactions;
• duplicate transactions;
• incorrect amounts;
• merchant disputes;
• processing errors;
• refunds;
• reversals;
• chargebacks;
• and cardholder complaints.

Where the sponsoring bank or processor controls the applicable dispute process, HSC shall coordinate with that party and maintain corresponding records.

---

HSC shall reconcile:

It’s Treasury Bank against Bank Account against Processor Ledger against Card Transaction File at an established frequency.

Reconciliation shall identify:

• outstanding authorizations;
• settled transactions;
• reversals;
• refunds;
• fees;
• discrepancies;
• funding movements;
• and unresolved exceptions.

Material discrepancies shall be escalated to Administrators.

Administrators shall maintain separate accounting classifications for:

• cash;
• restricted cash;
• member allocations;
• internal credit;
• card balances;
• receivables;
• payables;
• card obligations;
• settlement amounts;
• fees;
• and disputed transactions.

Accounting treatment shall follow the applicable legal ownership of the funds and the organization’s accounting policies.

The Program may charge card holder through following subscriptions:

Subscriptions	Monthly Fee
Basic	$35
Business	$100
Enterprise	$500
Institutional	Negotiated

Fees will be disclosed to members and structured consistently with applicable law and the sponsoring bank/processor agreement.

Where the Program generates interchange revenue, the revenue allocation shall be established by contract among the applicable parties.

MADIBA shall not assume that all interchange revenue belongs to Administrators.

Treatment may depend on:

• card type;
• issuing institution;
• network;
• transaction type;
• applicable exemptions;
• program agreements;
• and applicable law.

Administrators shall maintain appropriate Program records concerning:

• member applications;
• underwriting;
• card issuance;
• cardholder authorization;
• transactions;
• funding;
• settlement;
• reconciliation;
• disputes;
• compliance reviews;
• account changes;
• card termination;
• and audit activity.

Records shall be retained according to the Program’s record-retention policy and applicable law.

The Administrators and Program Audit function shall periodically review:

1. Member eligibility.
2. Cardholder authorization.
3. Funding.
4. Transaction activity.
5. Spending limits.
6. Work Orders.
7. Reconciliation.
8. Exceptions.
9. Fraud controls.
10. AML/BSA controls.
11. Bank settlement.
12. Program fees.
13. Card cancellations.
14. Dormant accounts.
15. Outstanding obligations.

Material findings shall be reported to MADIBA and Administrators corporate governance.

Cardholder or Administrators may request suspension of a card when:

• the member becomes inactive;
• the cardholder loses authorization;
• the account becomes underfunded;
• suspicious activity is detected;
• the Work Order expires;
• the project terminates;
• the card is reported lost or stolen;
• compliance documentation expires;
• or a program violation occurs.

The sponsoring bank or processor may independently suspend or terminate a card pursuant to its own rules.

A card shall be terminated when:

• membership terminates;
• the authorized relationship ends;
• the underlying project ends;
• the account is closed;
• the cardholder is removed;
• the card is compromised;
• or the sponsoring bank/processor terminates the card.

All outstanding transactions shall be reconciled before final account closure where practicable.

The Program shall be governed through the MADIBA framework:

Membership – Eligibility and member relationship.

Administration – Cardholder management and operational controls.

Development – Project and commercial-purpose authorization.

Investment – Funding and capital allocation.

Banking – Bank, processor, network, settlement, and treasury integration.

Audit– Records, reconciliation, compliance, and independent review.

The Administrators as corporate trustee, provides overarching governance and fiduciary oversight.

Administrators shall establish limits based upon:

• member financial capacity;
• approved funding;
• underwriting;
• project requirements;
• transaction risk;
• cardholder role;
• bank requirements;
• processor requirements;
• fraud exposure;
• and applicable compliance requirements.

No member shall receive unlimited card access merely because it has a Program subscription.

The Program shall not be used to represent corporate credit entries as guaranteed bank credit.

Where the Program provides a private credit or treasury allocation, the Program documentation must clearly identify:

• source of funds or credit;
• legal obligor;
• repayment obligation;
• collateral, if any;
• available amount;
• conditions precedent;
• bank funding status;
• and settlement status.

Administrators approval is not itself a bank commitment.

Each participating member shall execute an addressing Program:

• eligibility;
• cardholder authorization;
• commercial purpose;
• spending limits;
• fees;
• funding;
• transaction responsibilities;
• prohibited transactions;
• dispute procedures;
• compliance;
• data use;
• termination;
• indemnification;
• and applicable governing law.

Before production launch, Administrators shall obtain a sponsoring bank/program agreement defining the respective responsibilities of:

• issuer;
• program manager;
• prepaid-access provider, if applicable;
• processor;
• sponsor bank;
• settlement bank;
• account ownership;
• funds flow;
• compliance responsibilities;
• KYC/CIP responsibilities;
• AML responsibilities;
• OFAC responsibilities;
• transaction monitoring;
• chargebacks;
• disputes;
• fraud;
• data ownership;
• card issuance;
• and termination rights.

The Program shall be supported by:

1. Card Program Policy.
2. Cardholder Agreement.
3. Member Card Program Agreement.
4. Bank Sponsorship Agreement.
5. Processor Agreement.
6. Card Network Agreement, where applicable.
7. AML/BSA Policy.
8. OFAC/Sanctions Policy.
9. Fraud Management Policy.
10. Privacy and Data Security Policy.
11. Transaction Dispute Policy.
12. Treasury Funding Policy.
13. Bank Integration and Settlement Policy.
14. Member Underwriting Policy.
15. Work Order Policy.
16. Card Issuance and Activation Procedure.
17. Card Cancellation Procedure.
18. Reconciliation Procedure.
19. Audit Procedure.
20. Card Fee Schedule.

All marketing and member documentation shall clearly state:

MADIBA is not a bank and that it provides commercial treasury administration, member underwriting, ledger, authorization, and program-management services. Banking, deposit, card-issuing, settlement, and other regulated financial services are provided by appropriately authorized third-party financial institutions and service providers pursuant to applicable agreements.

Additional disclosures shall be added as required by the sponsoring bank, card network, processor, and applicable law.

MADIBA
Corporate Trustee: Hill Scott Corporation (HSC)

---

1. Purpose

This Cardholder Agreement (“Agreement”) governs the use of a MADIBA Card (“Card”) issued through a sponsoring financial institution and administered through the MADIBA framework.

The Card is intended solely for approved commercial, business, project, administrative, investment, procurement, contractor, or treasury purposes.

---

2. Parties

This Agreement is entered into between:

• Hill Scott Corporation (HSC);
• MADIBA Authority as participating Member Organization (“Member”);
• The Authorized Cardholder (“Cardholder”);
• The Sponsoring Financial Institution and Card Processor, where applicable.

---

3. Commercial Purpose

The Cardholder certifies that:

• The Card will be used solely for business or commercial purposes.
• Personal transactions are prohibited unless expressly approved.
• The Cardholder acts on behalf of an approved Member.

---

4. Cardholder Responsibilities

The Cardholder agrees to:

1. Protect the card and credentials.
2. Maintain passwords and security codes.
3. Submit receipts and documentation.
4. Follow approved spending limits.
5. Use funds only for authorized purposes.
6. Follow Work Orders and project restrictions.
7. Immediately report loss, theft, or unauthorized use.
8. Cooperate with audits and reviews.

---

5. Spending Controls

The Card may be subject to:

• Daily limits;
• Monthly limits;
• Merchant category restrictions;
• Geographic restrictions;
• Project restrictions;
• Work Order limits;
• Supplier controls;
• Virtual card controls.

MADIBA may modify controls at any time.

---

6. Prohibited Transactions

The Card shall not be used for:

• Personal expenses;
• Gambling;
• Illegal activities;
• Unauthorized cash withdrawals;
• Transactions intended to evade compliance controls;
• Unauthorized related-party transactions;
• Expenditures exceeding approved limits.

---

7. Receipts and Documentation

Cardholders shall provide:

• Invoices;
• Receipts;
• Work Orders;
• Purchase Orders;
• Supporting documentation.

Failure to provide documentation may result in suspension.

---

8. Lost or Stolen Cards

The Cardholder must immediately notify MADIBA upon:

• Lost card;
• Stolen card;
• Compromised credentials;
• Suspected fraud.

---

9. Disputes

Cardholders shall notify MADIBA within the required dispute period for:

• Unauthorized transactions;
• Duplicate transactions;
• Incorrect amounts.

---

10. Suspension and Termination

MADIBA may suspend or terminate the Card for:

• Unauthorized activity;
• Compliance concerns;
• Membership termination;
• Fraud risk;
• Project completion.

---

11. Acknowledgment

The Cardholder acknowledges:

MADIBA is not a bank. Banking and settlement services are provided by authorized financial institutions.

---

Cardholder Name: ____________________

Member Organization: __________________

Signature: ___________________________

Date: _______________________________

• Team Member Card: You can add unlimited team members to MADIBA Escrow account and issue physical cards and virtual cards to each authorized member. 
• Company Cards: You can issue shared virtual or physical cards in the name of your business or program rather than an individual. You can assign a single company card to up to 5 card contacts (employees/officers) and reassign or remove them at any time. 
• Titan Corporate Card: MADIBA offers the Titan Corporate Card, a Visa-powered corporate card tailored for  businesses or program that includes integrated expense controls, travel perks, lounge access, and rewards. 
• Role-Based Access & Spend Controls: On plans you can assign role-based permissions (such as Admin or Card Manager) and set custom spending limits, category restrictions, and merchant controls per card.
• Multi-Currency Support: Cards draw directly from MADIBA multi-currency account supporting spend across 150+ currencies.

MADIBA allows you to create separate card groupings tailored to different company programs, giving member company central control over their branding, access, and spending.

While MADIBA operates as a unified platform rather than a custom “white-label” card engine, you can structurally separate and visually distinguish your different internal initiatives using the following features:

1. Customized Program Branding

• Add Unique Text or Logos: You can use the MADIBA Development to customize the physical appearance of plastic or Metal cards. You can upload your corporate logo or add custom text to the front of the card.
• Distinguish by Card Tiers: You can visually segment your programs by using different physical card materials (e.g., standard plastic for one program tier, premium Metal cards for another, or the ultra-premium Titan Corporate Card for executive programs). 

2. Isolation of “Company Cards” by Project or Program

• Cards Issued to the Program, Not Individuals: Instead of issuing cards bound to a single employee’s name, you can issue Company or Program Cards that are minted in the name of your specific business program or project.
• Shared Multi-Officer Access: For any given program card, your company can assign up to 5 card contacts (officers or managers) who share access to the card details and can authorize transactions. You can seamlessly add, remove, or reassign these contacts through the central dashboard as officers change.

3. Program-Specific Expense Controls & Budgets

• Linked Virtual Cards: You can instantly spin up to 50 virtual cards per team member to dedicate specifically to individual program budgets, vendors, or marketing campaigns.
• Granular Rule Enforcement: You can isolate a program’s risk by applying custom spend controls. For example, cards assigned to an “Employment Program” can be restricted to only work at hotels and airlines, while cards for an “IT Procurement Program” can be locked exclusively to software subscription merchants.
• Central Oversight: Your company’s primary account administrators retain complete control to instantly freeze, terminate, or adjust the balance and spending limits of any program’s card in real-time

Member can issue program-specific cards and fully control them through your MADIBA Subscription Account’s single central dashboard. By leveraging MADIBA Subscription Cards, you have the tools to completely isolate, budget, and customize cards based on the requirements of your internal initiatives.

Here is exactly how this setup handles all of your requirements:

1. Separate Branding for Your Programs

• Custom Text & Formatting: You can add the specific program or project name as custom text directly onto the physical physical cards via the MADIBA Development.
• Corporate or Program Logos: If you are on the Guadute or Honorary subscription, you can upload your custom program or company logo to print on the front of the cards.
• Visual Tiering: You can differentiate your programs by material. For instance, assign standard plastic cards for one program tier, premium Metal cards for another, or the premium Titan Corporate Card for executive-level initiatives. 

2. Absolute Company Control & Oversight

• Unified Management Dashboard: MADIBA administrators retain ultimate root control over all programs. Cards cannot be modified by the end-user outside of Administration predefined rules.
• Instant Freezing & Spending Rules: From the central app, you can instantly freeze cards, change spending caps, or delete cards entirely if a specific program closes or an officer steps down. 

3. Managing Internal vs. External Users

• Internal Program Spend: You can issue Company or Program Cards printed with the program’s name on the front. These are ideal for multi-officer access; up to 5 designated officers can share and manage a single card’s details for program expenses (like an internal “Marketing Program” or “IT Procurement Program”).
• External Program Distribution: If the program involves giving cards to non-employees (external partners/agents), you must add them to MADIBA ecosystem as team members with highly restricted, custom permissions. This ensures they can only view and spend from their specific assigned program balance without seeing MADIBA core escrow funds. 

4. Dedicated Budgeting & Expense Rules

• Isolated Budgets: You can link cards to specific multi-currency pocket accounts, meaning a program card will only draw funds allocated to that specific project’s budget.
• Merchant Restrictions: Prevent misuse by locking cards to specific categories. For example, cards for a “Community Investment Program” can be locked exclusively to corporate office and merchant, automatically declining if used anywhere else