Last updated: October 7, 2024

Thank you for using Nium!

These End Customer Terms and Conditions (“Terms”) govern your use of Nium’s Services and describe how you and the Platform Provider may use the Services via the Platform. The Platform Provider will determine which Services may be offered to you by Nium via the Platform. These Terms are a legal agreement between you and the applicable Nium entity shown in Appendix B (“Nium”, “we”, “our” or “us”), as further described below.

These Terms apply to the use of some or all of the Services by your Organization or sole proprietorship (“you” and the “Customer”). You hereby accept these Terms by applying for the Services via the Platform. In these Terms, the Customer and its Representatives are collectively referred to as “you” or “yours”.

These Terms consist of the following components:

1. This Introduction;
2. The General Terms;
3. The Definitions set forth in in Appendix A;
4. The International Jurisdiction Additional Terms and Conditions set forth in Appendix B;
5. The Small Charities and Micro-Enterprise Terms and Conditions –United Kingdom set forth in Appendix C;
6. The Pay In and Pay Out Service Terms and Conditions;
7. The Corporate Card Terms and Conditions;
8. The Payroll Card Terms and Conditions; and
9. Any other agreements or documents expressly referenced in these Terms.

General Terms

1. General.

1. Definitions. Capitalized terms in these Terms not defined inline are defined in Appendix A.
2. Interpretation. In the interpretation of these Terms, the following provisions apply unless the context requires otherwise:
   1. headings are inserted for convenience only and do not affect the interpretation of these Terms.
   2. a reference in these Terms to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
   3. a reference to a section, part, schedule or attachment is a reference to a section, part, schedule or attachment of or to these Terms.
   4. a word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.
   5. unless the context indicates otherwise, a reference in these Terms to “person” is deemed to include a natural person, corporation, company, firm, partnership, limited partnership, limited liability company or limited liability partnership or other similar organization.
   6. references to the word ‘include' or ‘including' are to be construed without limitation.
   7. in the event of any inconsistency between these terms and conditions and any Schedule or Appendix, the provisions of such Schedule or Appendix will prevail to the extent of such inconsistency.
3. Precedence of Terms. If any terms in any components of these Terms conflict, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (1) International Jurisdiction Additional Terms and Conditions (Appendix B); (2) the Payout Service Terms and Conditions, Pay In Service Terms and Conditions, Corporate Card Terms and Conditions and Payroll Card Terms and Conditions, (3) these General Terms; and (4) any other agreements or documents expressly referenced in these Terms.
4. Please read these Terms carefully. These Terms set out the terms and conditions on which Nium provides the Services to you, your obligations in respect of the Services, how you should use the Services and other important information. They also inform you what to do if there is a problem, what Nium’s responsibilities are and how these Terms may be terminated. Nium recommends that you save a copy of these Terms.
5. Updates to these Terms. Nium may modify these Terms from time to time by publishing a revised version of these Terms on our website (www.nium.com) or by notifying the Customer (including providing notice via the Platform Provider).  The modified Terms are effective upon publication or, if Nium notifies the Customer, as stated in such notice. Where applicable laws require a minimum notice period for such changes, we will provide the Customer with a notice period at least as long as such prescribed minimum period. If the Customer does not agree to the new Terms, it can notify the Platform Provider or Nium directly that it rejects the proposed new Terms. The Customer’s rejection will mean that it wishes to terminate these Terms and its use of the Services.
6. These Terms are binding on the Customer and each of its Representatives. If the Customer grants a Representative access and use of the Services, the Customer must ensure that each of its Representatives complies with these Terms. The Customer shall be responsible for use of the Services by each of its Representatives (subject to Section 1(g)).
7. Authority of the Representative to act on behalf of the Customer. If you apply for or use the Services as a Representative, you confirm that you have the appropriate authority to use the Services and enter into an agreement with us on behalf of the Customer on these Terms. We may require you to provide additional information or documentation demonstrating your authority to enter into these Terms on behalf of the Customer.
8. Service Provider. The Services are made available by the relevant Nium entity from its Licensed Jurisdiction. We do not intend to solicit, target or market the Services to you or any third party outside of our Licensed Jurisdiction.
9. Platform Provider. Your use of the Services is facilitated by an online platform or mobile software application (“Platform”) developed and operated solely by a third party whose system is integrated with us (“Platform Provider”). Your access to and use of the Platform is subject to any separate terms and conditions governing the Platform Services.
10. Restrictions on Authority of Platform Provider. Unless we notify you otherwise in writing, the Platform Provider is neither (i) licensed to provide payment services nor authorized to act or perform any instruction on our behalf with respect to the Services, nor (ii) authorized to collect or receive funds on our behalf. The Platform Provider solely facilitates the transmission of information, communication and instructions to us on your behalf in connection with the Services.
11. Funds provided through Platform Provider. If you choose to provide us funds through the Platform Provider for the purpose of any Service, you confirm that you have provided your consent and authorization to the Platform Provider to receive and provide funds to us on your behalf. We have no responsibility or liability to you in connection with any funds provided to us through the Platform Provider unless and until we receive Cleared Funds from the Platform Provider.
12. The Services are for business use only. You may use the Services for business purposes only and only as authorized by the Customer. You must not use the Services for personal, family or household purposes.
13. Privacy Notice. We will collect some personal data about you as the user of the Services. For information regarding how we process personal data, please see our Global Privacy Notice at www.nium.com/privacy/privacy-policy.  

2. The Platform; Our Services.

1. The Platform Provider Is your primary point of contact. If you have any questions or issues related to the Services, you should initially direct your queries to the Platform Provider, by such means as the Platform Provider makes available to you (for example email, in-Platform chat or telephone).
2. Authorization granted to Platform Provider. By applying for the Services, you confirm that you have provided your authorization and consent to the Platform Provider to do any of the following:
   1. collect and pass on to us all information, communications and instructions submitted by you, and any payments or other transaction instructions in connection with the Services. This includes information, communications and instructions submitted by any means accepted by the Platform Provider, for example in-Platform chat, telephone or email. We will rely on and will be entitled to act on any such information, communications and instructions received by us from the Platform Provider, as if the information, communications and instructions were given to us directly by you. Please note that we are not required to check the accuracy of any such information, communications and/or instructions;
   2. receive all information, communications, and instructions provided by us in connection with the Services. We are entitled to rely on the Platform Provider to transmit such information, communications and instructions. We are not required to confirm that such information, communications or instructions have been transmitted to you. We will not be liable to you for any Losses caused to you if the Platform Provider subsequently fails to communicate or delays communicating such information, communications or instructions to you; and
   3. access, manage or deal with any account you maintain with us or use any information (whether received from us or not) in relation to such account, in such manner as mutually agreed between you and the Platform Provider. We are not responsible to you for any Losses suffered by you as a result of the Platform Provider performing such activities on your behalf.
   4. The authorization and consent in this Section 2(b) remain valid and binding on you for as long as you continue to use the Services.
3. We may screen instructions eeceived from you. We have the right to screen any instructions received in respect of the Services. We may refuse to act on any instructions or requests received from you which we believe (i) may violate these Terms or any other agreement you may have with us; (ii) is unauthorized, fraudulent or illegal; or (iii) exposes, or is likely to expose, Nium, you or others to unacceptable risk. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons why we are unable to act on your instructions or requests.
4. Monitor your use of the Services and keep your own records. The Platform Provider will provide you with records of transactions processed by us pursuant to the Services, via the Platform or by other means. You should monitor and keep a record of all of your transactions. This will allow you to verify whether the transaction reports are accurate and enable you to inform the Platform Provider if you notice any errors. You are responsible for checking the completeness and accuracy of all information, communications and instructions. Failure to provide complete information may cause delays, for example, we may be unable to process your instructions. If you notice any error in any information, communication or instruction provided to us via the Platform Provider, you must correct it as soon as possible via the Platform or by contacting the Platform Provider. We will not be responsible, and will not compensate you, if you suffer any Losses as a result of incomplete or inaccurate information provided to us (whether directly by you or via the Platform Provider), or as a result of any delays caused by any errors, inaccuracies or late submissions of any instructions or requests. Where you have been notified by the Platform Provider to do so, you should also enable the Platform to send you notifications of all transactions involving the Services. We are not responsible for the accuracy of any records displayed or communicated to you by the Platform.

3. Eligibility.

1. We will carry out customer identification and verification checks. We are required by law to carry out certain checks on all customers before we agree to provide Services. We may ask you to provide us with certain information and documentation to enable us to carry out our checks, for example to verify your identity, details of the Customer you represent and its financial standing, and we may need to ask third party service providers (for example credit reference agencies) to verify certain information about you. All information provided by you must be accurate in all respects and you shall not omit or withhold any information which would make such information inaccurate in any respect. Failure to comply with our requests for information or documentation may result in the denial of your application for the Services or suspension or termination of the Services.
2. We will have the right to refuse any application. We have the right to refuse any application for any Services at any time for any reason and without providing any reason for our refusal.

4. Using the Services.

1. Only a Representative of the Customer is allowed to use the Services. The Customer will ensure that only its Representatives are allowed to access and use any Services. If the Customer grants its Representative access and use of the Services, the Customer must, upon our request, provide satisfactory proof to establish that such person is a Representative of the Customer and is authorized to act on behalf of the Customer.
2. You must keep your security credentials safe. You must ensure that: (i) any payment instrument (including any account or payment card) issued by us in connection with the Services is kept safe from loss or theft; (ii) any security credentials used to authenticate any transactions in connection with the Services are known only to you; and (iii) the Platform can only be accessed by you and all devices used by you to access the Platform are appropriately protected from access by any unauthorized persons. We recommend not writing down or storing any security credentials, or any login details to the Platform. However, if you have to store such details somewhere, you should use secure and safe storage solutions. Revealing any security credentials to anyone, or behaving carelessly with regards to the security of any payment instrument (including any account or payment card) issued by us in connection with any Services may result in unauthorized transactions being processed. In these circumstances we will not refund any amounts lost by you as a result of such unauthorized transactions and you will be solely responsible for them.
3. The Customer is solely responsible for all acts and omissions of its Representatives. The Customer is solely responsible for all acts and omissions of its Representatives, whether or not authorized by the Customer. We are under no obligation to check the authenticity or accuracy of any instructions or data received, or purportedly received, from a Representative. We will not be liable for any Losses incurred or suffered by the Customer or any person as a result of acting on an instruction, information or communication, received, or purportedly received, from a Representative.
4. Keeping us updated. It is very important to keep us updated about any changes to the information provided as part of your application for the Services and any information and documentation submitted to us. This includes information about any sanctions applicable to you, or any other circumstances which would make your use of the Services illegal. You must inform us promptly about any changes to your circumstances affecting your eligibility for the Services and/or your ability to comply with these Terms.
5. Customer’s responsibility to inform pPlatform Provider or us of any change in its Representatives. You are solely responsible for notifying the Platform Provider or, if you are unable to notify the Platform Provider, us, of any change in your Representatives or any information relating to a Representative. We are entitled to rely upon the instructions, information or communications provided by a Representative until such time that we have been notified of a change in writing, and we have had a reasonable time to act upon the notification.

5. Fees.

1. Fees that apply to your use of the Services. Our fees that apply to your use of the Services will be displayed on the Platform or otherwise communicated to you by the Platform Provider and are incorporated in and form part of these Terms. If you have not received details of our fees from the Platform Provider, you must promptly notify us and we will provide them to you directly. You acknowledge and agree that our fees with respect to the Services are subject to change, from time to time. Any such changes to our fees will be notified to you (including via the Platform Provider) prior to them taking effect.
2. Payment of fees. You agree that all fees that apply to the Services and any other amounts due to us from you under these Terms will be deducted by us from (i) your Nium Account; or (ii) funds provided to us as financial assurance for your obligations under these Terms. If there are insufficient funds to cover any sums due by you to us, we will issue a payment request and you must make the payment immediately.
3. You may pay fees through the Platform Provider. If you pay our fees through the Platform Provider, you hereby consent and instruct us to invoice all fees that apply to the Services and any other amount due to us under these Terms to the Platform Provider, and to receive all fees and any other amount due to us under these Terms from the Platform Provider. If the Platform Provider fails to make payment to us within the due date stated in the invoice, we will deduct all outstanding fees in accordance with Section 5(b) above.
4. Platform Service and Third Party Fees. If you pay fees through us in connection with the Platform Service and any other third party services provided on the Platform, you represent and agree that you have provided your authorization and consent to the Platform Provider to instruct us to deduct any Third Party Fees from (i) your Nium Account, or (ii) funds provided to us as credit support for your obligations under these Terms. Any dispute or Losses suffered by you that arise in connection with any Third Party Fees are solely between you and the Platform Provider.

6. Nium Account.

1. Setting up the Nium Account. We may issue you one or more primary account(s) once you have satisfied all eligibility criteria to be onboarded as our customer. Each primary account facilitates the use of Services, such as holding your Available Balance in a Supported Currency. You may also create any number of sub-accounts linked to the primary account. Each sub-account may be denominated in a Supported Currency and has the same functions as the applicable related primary account. Each primary account and its sub-accounts are collectively referred to as the “Nium Account”.
2. Our right to refuse to issue the Nium Account. We may refuse to issue any Nium Account to you at our sole discretion. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons why we are unable to issue the Nium Account.

Direct Debit Services. If you have been notified by the Platform Provider that Direct Debit functionality has been made available to you by us, you may enable and use such function via the Platform in accordance with this Section 7 and the Direct Debit Terms. 

Third Party Services Offered by the Platform. Other than the Services, we are not responsible for any other products or services offered by the Platform Provider as part of their Platform Services. The Platform Services and any other services or products, including any links to third party apps or websites, are provided solely by the Platform Provider without our involvement, endorsement or recommendation and we have no liability to you arising out of your use of such third-party services.

7. Unauthorized Transactions.

1. You must notify the Platform Provider of unauthorized transactions or inaccurate records. Unless stated otherwise in these Terms, you must notify the Platform Provider no later than 60 days from the date of transaction or any longer minimum period prescribed by applicable laws (“Notification Deadline”) of any transaction that has not been authorized by you or any unauthorized transaction that has been applied to your Nium Account. If notification is not provided by the Notification Deadline, you will be deemed to have agreed to the applicable transaction.
2. When you must suspend your Services and notify the Platform Provider or us. You must suspend your use of the Services within the Platform and notify the Platform Provider immediately if: (i) you believe the security of any payment instrument (including any account or payment card) issued by us in connection with any Service has been compromised (for example, if an unauthorized person has gained access to any security credentials and/or the Platform); (ii) any payment instrument (including any account or payment card) issued by us in connection with any Service is not working properly; and/or (iii) you have identified an unauthorized transaction made using any payment instrument (including any account or card) issued by us in connection with any Service. You may be asked to provide details of the issues reported by you, and any supporting documentation, such as a copy of a police report, to confirm the theft of your Nium Account. If you have not suspended your Nium Account through the Platform, we will suspend it after receipt of notification from the Platform Provider and successful verification of your identity.
3. We may investigate unauthorized and incorrectly executed transactions. We will treat any payment instruction given via the Platform or Platform Provider as evidence of authorization of the payment by you and in this case, you will need to provide us with evidence to show that the transaction was not authorized in accordance with these Terms. We will have the right to investigate any transaction reported by you as unauthorized or incorrectly executed. We may ask you to provide us with supporting information and documentation to help us with our investigation and you agree to cooperate with us and provide us with all information and documentation we reasonably require for this purpose. You also agree to cooperate with any authorities involved in our investigation.
4. Liability for unauthorized transactions.
   1. We will not be liable for any unauthorized transaction that has resulted from (A) your Nium Account or any payment card being misappropriated or the security of your Nium Account or any payment card otherwise being compromised, except to the extent that such misappropriation or compromise is caused by a security breach of the Services or our technology platform not caused by your acts or omissions, (B) your failure to use the Services in accordance with these Terms or (C) your fraudulent acts or omissions;
   2. We will not be liable for any unauthorized transaction that has been notified to Nium after the applicable Notification Deadline;
   3. We will not be liable for any unauthorized transaction (other than a transaction that was incorrectly executed by us in accordance with a valid instruction provided by you) that occurred prior to us being notified by you that one or more unauthorized transactions have been recorded to your Nium Account. Once the underlying issue (for example a compromise of your security credentials) causing the unauthorized transactions has been resolved and we have advised you that you may resume using the Services, we will not be liable for any future unauthorized transactions unless and until you have notified Nium of the occurrence of additional unauthorized transactions in accordance with this Section 9(d).
   4. Reversal of refunds. If we refund you for a transaction that you reported as an unauthorized transaction and we subsequently determine that such transaction was authorized by you or we were not otherwise liable to refund you for such transaction in accordance with Section 9(d) above, we will deduct the amount refunded to you from (i) your Nium Account, or (ii) funds provided to us as financial assurance for your obligations under these Terms. If  sufficient funds are not available in your Nium Account or otherwise available to us to reverse the applicable refund, you shall immediately transfer such amount to us upon our request.

Confidentiality. We shall only use your confidential information or data as permitted by these Terms, or as otherwise directed or authorized by you. You agree to protect all Nium confidential information you receive through the Services, and you may not disclose or distribute any such confidential information except as permitted by these Terms.

Your Rights to Terminate the Services. You may terminate the Services, in whole or in part, at any time by notifying the Platform Provider. You may also suspend or terminate any Representative’s ability to access or use the Services, in whole or in part, by notifying the Platform Provider.

8. Our Rights to Suspend or Terminate the Services.

1. We can suspend or terminate the Services. We can suspend or terminate the Services immediately, in whole or in part, at any time, for any reason, including (but not limited to) the following circumstances:
   1. if we have reason to suspect that you are behaving fraudulently, you are involved in any unlawful or illegal activity (for example money laundering or terrorist financing), or you are using the Services for any other unlawful purpose;
   2. if you materially breach any of these Terms and you have not corrected your breach within the timeframe we requested;
   3. our agreement with the Platform Provider has been suspended or terminated or your access to the Platform is suspended or terminated by the Platform Provider;
   4. if we have asked you to pay us money you owe us under these Terms and you have failed to do so;
   5. you are subject to a petition for bankruptcy (or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors), you suspend your business, or we reasonably believe you will be unable to meet your obligations under these Terms;
   6. if any information provided by you (or someone on your behalf) is false, or if you fail to provide us with information that we reasonably request from you;
   7. if we have good reason to believe this is necessary for security reasons (for example any security issues affecting the Platform Provider);
   8. the results of any “know your customer” or other similar checks or screenings under applicable laws or regulations conducted on you are unsatisfactory or if we determine that continuing any Services could cause reputational, regulatory, financial or operational harm to us; or
   9. if we believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.
   10. We will notify the Platform Provider of the reasons for the suspension or termination. Except to the extent restricted by applicable law or contract, if we suspend or terminate any Services, we will notify the Platform Provider of the reason. We will only re-activate the Services if we are satisfied that the reason for suspension is no longer applicable.

9. Liability.

1. DAMAGES WAIVER.
   1. In no event will we have any liability arising out of or related to these Terms or the Services for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if you or we have been advised of the possibility of such damages or if your remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by applicable laws.
   2. In no event will we have any liability for any losses caused by the Platform, the Platform Provider or the Platform Services.
   3. In no event will we have any liability for any losses caused by any goods or services purchased or sold using any Services.
2. Our liability for deductions made by us in error. If we make any deductions from (i) your Nium Account, or (ii) funds provided to us as financial assurance for your obligations under these Terms in error, our liability to you will be limited to an obligation to refund to you the incorrectly deducted amount.
3. Your indemnity to us. You will, to the fullest extent permitted by applicable laws, indemnify, defend and hold harmless each Nium Party from and against all Losses incurred in connection with any Claim brought against it by a third party arising out of, related to, or in connection with:
   1. your use of or access to the Services;
   2. your material breach of these Terms;
   3. your noncompliance with applicable laws;
   4. your gross negligence or intentional misconduct; or
   5. any request, instruction or information you give us.
   6. You will remain liable even after these Terms are terminated.
4. Time limit to bring claims. You must notify us of your intention to make a Claim against us within 12 months from the date of the event giving rise to your Claim (or such longer minimum period prescribed by applicable laws). If you fail to notify us within this time period, we will have no liability to you in respect of such event.
5. Liability which we do not exclude or limit. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our gross negligence, liability for fraud or fraudulent misrepresentation, or any other liability that applicable law does not allow us to exclude or limit.
6. DISCLAIMER OF WARRANTIES FOR SERVICES. The Services are provided “AS IS”. Except as otherwise expressly provided under these Terms, we make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Services, including any warranty that the Services will be uninterrupted, error free or free of harmful components, or that any data or information, including your confidential information or data, will be secure or not otherwise lost or damaged. You acknowledge that we do not control or monitor the transfer of data over the internet, and that internet accessibility carries with it the risk that your privacy, confidential information and property may be lost or compromised. Except to the extent prohibited by applicable laws, we disclaim all warranties, including any implied warranties of merchantability, title, fitness for a particular purpose, non-infringement and any warranties arising from a course of dealing, usage or trade practice.
7. LIABILITY CAP.  In no event shall the aggregate liability of Nium, its affiliates, and its or their representatives, arising out of or related to these Terms and the Services, exceed the lesser of (i) the total fees paid by you for the Services for the preceding twelve (12) months from the date giving rise to such Claim (or, if such event occurs within the first twelve (12) months after the effective date, the average monthly fees you paid for the Services during the term multiplied by twelve (12)), or (ii) USD 100,000; provided, however, that this limitation of liability shall not apply to (i) the obligations of Nium to repay your Net Available Balance in accordance with these Terms or (ii) any act of willful misconduct or fraud by Nium. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.
8. Acknowledgment. Each of you and us acknowledge and agree that the damages waiver and liability cap in this Section 12 is reasonable having regard to all relevant factors, including the nature and cost of the Services provided and the allocation of risk and liability between the parties.

How to Submit Complaints. If you are unhappy with the Services, you should submit your complaints to the Platform Provider. The Platform Provider will communicate your complaint to us. If the complaint is not resolved to your satisfaction, you can contact us and we will do our best to respond to your complaint as soon as possible, or we will inform you if we need more time or more information from you to help us investigate your complaint. Please refer to Appendix B for our contact details.

10. Multiple Nium Entities Providing Services.

1. Multiple entities of Nium and Services. Where there is more than one Nium entity providing Services under these Terms, each Nium entity:
   1. makes available its own Services as an independent contractor and not as a partner or jointly with another Nium entity, and shall not be liable for the Services provided by any other Nium entity, whether jointly or severally; and
   2. shall not require the consent, agreement or participation of any other Nium entity to (A) vary the terms or its rights or obligations under these Terms or its own Services; or (B) exercise or enforce its rights under these Terms or the relevant Services.
2. Any Nium entity may suspend or terminate any Services, in whole or in part, in accordance with these Terms. Any suspension or termination shall affect only such portion of these Terms related to the Services under suspension or termination, and shall not suspend, terminate, affect, impair, invalidate or render unenforceable any other provisions in these Terms in connection with any other Services.

11. Miscellaneous.

1. Transfer of rights and obligations under these Terms. You are not allowed to transfer your rights or obligations under these Terms to anyone without our prior written consent. We may transfer our rights and obligations under these Terms to another business without your consent, but we will notify the Platform Provider of such transfer. We may subcontract our obligations under these Terms to third parties.
2. Force Majeure. We will not be liable for any delay or failure to perform under these Terms due to circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, pandemics, epidemics, quarantines, acts of terror, strikes or other labor problems, regional shortage of adequate power or telecommunications or transportation, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control, and denial of service or other cyber attacks.
3. Invalid provisions. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.
4. Entire agreement. These Terms set out the entire agreement between us and supersede all prior agreements and understandings, whether written or oral.  Failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
5. Nobody else has any rights under these Terms. Except for the Nium Party, these Terms are between you and us and nobody else has any rights to rely on or enforce any of these Terms.
6. Notices and communications. All notices and communications between you and us will be in English. If we need to notify you of anything, we will normally communicate with you through the Platform Provider. We may also use your email address or business address to send you any notifications or communications. You should send all notices or communications via Platform or contact the Platform Provider in the first instance. If you need to send a notice or communication to us directly, you can do so by email at customer.success@nium or via our website at https://www.nium.com/contact-us. 
7. Laws that apply to these Terms; choice of venue. These Terms and any dispute or claim arising out of these Terms will be governed by, and interpreted in accordance with, the laws of the applicable country or state specified in Appendix B without reference to the conflicts of laws principles thereof. You agree that any dispute between you and us will be exclusively brought in the courts of the applicable country or state specified in Appendix B.
8. Specific Jurisdictions. Please refer to Appendix B for certain jurisdiction-specific terms and conditions.

APPENDIX A

DEFINITIONS

The following capitalized terms in the Terms shall have the following definitions:

APPENDIX B

INTERNATIONAL JURISDICTIONS ADDITIONAL TERMS AND CONDITIONS

The table below specifies for each applicable jurisdiction where the Services are provided: the Nium entity that provides the Services; the governing law for these Terms; the venue where any disputes may be brought; any specific methods for making complaints; and the Error Notification Deadline.

Appendices B-1 to B-4 contain additional terms and conditions that apply to the extent that the Services are being provided in the jurisdiction specified in the appendix.

APPENDIX B

1 - AUSTRALIA

The additional terms and conditions in this Appendix B-1 apply to Services provided by Nium AU in Australia.

1. Platform Provider as Authorized Representative or Agent. Your use of the Services is supported by the Platform Provider, acting as Nium AU’s authorized representative (“Authorized Representative”) or agent (“Agent”) under the Corporations Act 2001 (Cth), as the case may be. The Platform Provider is authorized to provide the following financial services on Nium AU’s behalf with respect to the AU Services only:
   1. provide general financial product advice for non-cash payment products to retail and wholesale clients;
   2. deal in non-cash payment products by issuing, applying for, acquiring, varying or disposing of non-cash payment products to retail and wholesale clients; and
   3. deal in non-cash payment products by applying for, acquiring, varying or disposing of non-cash payment products on behalf of another person to retail and wholesale clients.

The Platform Provider is authorized to provide the AU Services on Nium AU’s behalf in accordance with Nium AU’s authorization, or the Agent’s AFS License, as the case may be. In the latter case, any financial product advice provided by the Agent in respect of the AU Services is solely provided by the Agent in its own capacity and not on behalf of Nium AU.

Please refer to the product disclosure statement in respect of the AU Services for further details of the Platform Provider.

2. Nature of the Available Balance; Bank Guarantee.

1. Nature of Available Balance. When we receive funds that are credited to the Available Balance you acquire an interest in (or an increased interest in) a non-cash payment product (being the Nium Account). Those funds are therefore not moneys which are subject to the client money protections in the Corporations Act 2001 (Cth).
2. Bank Guarantee. The Available Balance is supported by a bank guarantee (the “Bank Guarantee”). The Bank Guarantee is issued by an Australian authorized deposit-taking institution (the “Issuer”) in favor of Global Loan Agency Services Australia Nominees Pty Ltd (the “Trustee” or “GLAS”) who holds the benefit of the Bank Guarantee on trust for our customers, including all customers with Available Balances. We are required to ensure that, at any point in time, the amount of the Bank Guarantee is greater than the aggregate Available Balances of all customers of the Services. If an insolvency event occurs with respect to Nium AU or Nium AU is found by any court or tribunal in Australia or the Australian Financial Complaints Authority (“AFCA”) to be in breach of any obligation owed to you in connection with the Nium Account or Available Balance which breach is not remedied within 10 business days following receipt by us of the final non-appealable judgement or determination of the court, tribunal or AFCA, the Trustee must make a demand on the Bank Guarantee. You acknowledge that if a demand is made on the Bank Guarantee, the Trustee will apply the proceeds of the Bank Guarantee to satisfy Available Balances of affected customers held (i) in Australian Dollars, in Australian Dollars and (ii) in any other currency, in Australian Dollars using an exchange rate determined by the Trustee (acting reasonably).  In these circumstances you can contact the Trustee at: GLAS, Level 26, 1 Bligh Street, Sydney NSW 2000 Australia (Re: NIUM); Phone: +61 2 82268728; Website: https://glas.agency/aus/ and Email: [email protected] (Re: NIUM). The Bank Guarantee referenced in this Section 2(b) has been issued with the intention of satisfying an exemption published by the Reserve Bank of Australia under section 25 of the Payment System (Regulations) Act 1998 (Cth) on 4 March 2004 (the Exemption). You acknowledge and agree that (i) if Nium AU no longer relies on the Exemption in respect of your funds, such as where Nium AU is granted an authorized deposit taking institution license, neither Nium AU nor the Trustee will be obligated to maintain the Bank Guarantee; and (ii)  for the purposes of establishing the Bank Guarantee arrangements, Nium AU is authorized to transfer free and clear title to all relevant balances held in the Settlement Account (or otherwise received to be credited to the Available Balance) to the Issuer, as collateral for performance of the Bank Guarantee.

APPENDIX B

2 – HONG KONG

The additional terms and conditions in this Appendix B-2 apply to Services provided by Nium HK in Hong Kong.

1. No stored value facility. The Pay Out Service and/or the Pay In Service do not constitute a stored value facility. All funds received by us pursuant to the Pay In Service are held by us at your instruction pending your Pay Out instruction.
2. Customer Bank Account. You shall open a bank account denominated in USD or HKD with a licensed financial institution in Hong Kong (“Customer Bank Account”) and shall maintain such bank account for (i) as long as you are receiving the Services from us, and (ii) such period as may be required after cessation of the Services for the purposes.
3. Customer Bank Account Details. You must ensure that details of the Customer Bank Account are correct and complete and shall notify the Platform Provider, or if unable to notify the Platform Provider, us, in advance of any change to the Customer Bank Account. Until we have been notified of such change and have had a reasonable opportunity to act on it, we shall be entitled to process any Pay Out instruction to the existing Customer Bank Account. We are not liable for any Losses arising from any Pay Out instruction due to incorrect or incomplete details provided by you or the Platform Provider or if you or the Platform Provider fail to inform us in advance of any change to the Customer Bank Account.
4. Automatic transfer of funds received by us. If you have not submitted any Pay Out instruction to us for processing for a period of thirty (30) consecutive days or more, all funds received by us on your behalf for the purpose of the Pay Out Service for the past thirty (30) days (net of applicable fees, bank charges and taxes) will automatically be paid out by us to the Customer Bank Account on the day that falls on the 30th day from the date that the last instruction for a Pay Out was submitted by you to us through the Platform Provider (“Automatic Sweep”). We are not liable to you or any third party for any Losses suffered by you or any third party arising from or in connection with the Automatic Sweep. Please note that any funds sweeping is subject to due diligence checks and we are not required to sweep any funds to you if (i) the result of a due diligence check is unsatisfactory, (ii) we are prohibited by an order or directive of an applicable regulator, or (iii) doing so might otherwise put us in violation of applicable laws.
5. Failed Automatic Sweep. If we are unable to perform the Automatic Sweep for reasons other than those stated in Section 4 above, you authorize and instruct us to maintain the funds on your behalf pending further instruction from you.

APPENDIX B

4 – SINGAPORE

The additional terms and conditions in this Appendix B-3 apply to Services provided by Nium SG in Singapore.

1. Safeguarding of customer funds. The Available Balance will be safeguarded by Nium SG in Settlement Account(s) in accordance with the Payment Services Act 2019, which ensures that such funds are segregated from our operating funds and held safely. You acknowledge and agree that the Settlement Account(s) may contain funds which Nium SG receives from Nium SG’s other customers.
2. Cash Withdrawal. You may not use the Corporate Card to withdraw SGD in Singapore.

APPENDIX B

4 – UNITED STATES

The additional terms and conditions in this Appendix B-4 apply to Services provided by Nium US in the United States.

1. Definitions.

1. “Payment Service Bank” means Column or CFSB (each defined below); each a “Payment Service Bank”.
2. “US Payment Services” means any Services provided by the Payment Service Bank in connection with its provision of the Settlement Accounts, Nium Accounts, Pay In Service and Pay Out Service.

2. Payment Service Banks.

Nium US works with the Payment Service Banks listed below to provide the US Payment Services. We or the Platform Provider will notify you regarding which Payment Service Bank is providing the US Payment Services to you.

1. Column National Association, a federally chartered depository financial institution chartered in the United States (“Column”).
2. Community Federal Savings Bank, a federal savings bank chartered in the United States (“CFSB”).

3. Binding Arbitration; Waiver of Jury Trial.

1. Binding Arbitration. Solely with respect to any dispute between the Client and Nium US, the following arbitration provisions shall apply:
   1. Any disputes or claims (except for a dispute principally related to either party’s intellectual property rights, which will be resolved in litigation before state or federal courts located in San Francisco, California) shall be resolved by arbitration conducted in accordance with the rules of the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, currently available at https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf, as such rules may be revised by the AAA, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. The arbitral tribunal shall consist of a single arbitrator. The party initiating the arbitration proceeding shall, in the notice of arbitration, nominate an arbitrator duly qualified to preside, and if the other party does not object to the nominated arbitrator, such arbitrator shall preside. If the other party objects by giving written notice to the other party, and if the parties do not agree on an arbitrator within ten (10) calendar days of such notice of objection, then a qualified arbitrator shall be appointed by the AAA. “Qualified” for purposes of this Section 3(a)(i) means a person licensed to practice law in a U.S. jurisdiction, with experience advising Financial Institutions or arbitrating disputes involving Financial Institutions, and with expertise in financial services laws and regulations. The place of arbitration shall be in San Francisco, California, unless the parties agree to another location, and all proceedings and written submissions shall be in English. The arbitration award shall be final and binding. The parties waive any right to appeal the arbitration award, to the extent a right to appeal may be lawfully waived.  
   2. Each party retains the right to seek judicial assistance: (A) to compel arbitration, (B) to seek temporary injunctive relief in any court with jurisdiction over the party against which the relief is sought (with such relief to extend only until the propriety of permanent relief can be decided by the arbitrator), (C) to obtain other interim measures of protection prior to or pending arbitration, and (D) to enforce any decision of the arbitrator, including the final award. Judicial assistance pursuant to this Section 3(a)(ii) may be sought in and of the state or federal courts located in San Francisco, California (and for purposes of subsections (B) and (C), exclusively in such courts), and the Parties submit to the jurisdiction thereof. Injunctive relief shall be granted without the requirement of posting a bond.
   3. The parties acknowledge and agree that these Terms evidence a transaction involving interstate commerce and will be governed by the Federal Arbitration Act (9 U.S.C.1-16).
   4. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation.
   5. Subject to the exclusions, disclaimers and limitations of liability set forth in these Terms (including those set forth in Section 13 of the General Terms), the arbitrator may award damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of these Terms. The arbitrator shall issue to the parties a reasoned and written decision with respect to the dispute. Judgment upon the arbitrator's award may be entered in any court having jurisdiction.
   6. The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (A) as necessary to prepare for and conduct the arbitration hearing on the merits, (B) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement, (C) as disclosed in confidence to their respective attorneys, accountants and other professional advisors that are subject to a duty of confidentiality, or (D) as otherwise required by applicable laws or court order.
2. Waiver of Jury Trial. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party hereby waives trial by jury in any court action or proceeding to which they may be parties, arising out of, in connection with or in any way pertaining to, these Terms.

4. Services Offered by Nium US.

1. Payment Service Bank. You understand and agree to the following with respect to Settlement Accounts that are located in the United States and any Nium Accounts, Pay In Services and Pay Out Services that are offered by Nium US to you:
   1. Nium US does not offer Nium Accounts, Pay In Services or Pay Out Services in the United States as a licensed money transmitter. Instead, Nium US provides you access to the US Payment Services under a program sponsored by the Payment Services Bank, to which Nium US is a service provider.
   2. Nium US operates a software and services platform that permits you to utilize Nium Accounts, Pay In Services and Pay Out Services provided by the Payment Service Bank.
   3. The Payment Service Bank will have sole custody over the funds in the Settlement Account, and will perform all US Payment Services. The Payment Service Bank, with respect to its performance of US Payment Services, will have the same rights of Nium that are set forth in these Terms, with respect to (A) funds held in the Settlement Account and (B) the provision of the Nium Accounts, Pay In Services or Pay Out Services.
   4. Your use of the US Payment Services is subject to the additional terms and conditions of the Payment Service Bank, as provided by us or the Platform Provider to you in writing from time to time (the “US Payment Services Terms”). The US Payment Services Terms may be amended by the Payment Service Bank at any time and in its sole discretion.
      1. If the US Payments Services are provided by Column, the Column Payment Services Terms located at https://www.nium.com/legal/column-wallet-account-agreement govern the US Payment Services. 
      2. If the US Payment Services are provided by CFSB, the CFSB Payment Services Terms located at https://www.nium.com/legal/cfsb-terms govern the US Payment Services. 
2. UCC Article 4A Disclosure. If Nium permits you to credit a Nium Account (“credit entry”), the credit entry may be transmitted through the ACH network.  Your rights or obligations, as an originator, concerning the credit entry are governed by and construed in accordance with the laws of the State of New York, unless you and the originating depository institution have agreed that the laws of another jurisdiction govern your respective rights and obligations.  Credit given by the receiving depository financial institution (“RDFI”) to the receiver for the entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or through a funds transfer system in accordance with Section 4A-403(a) of UCC Article 4A.  If the RDFI does not receive such payment for the entry, the RDFI is entitled to a refund from the receiver in the amount of the credit to the receiver’s account, and the originator will not be considered to have paid the amount of the credit entry to the receiver.
3. Additional Termination Right of Nium US. In addition to the rights of termination set forth in Section 12 of the General Terms, we may immediately terminate the Services, at any time, in the event that the Payment Service Bank has, in its sole discretion, terminated your use of any of the US Payment Services.

APPENDIX C 

SMALL CHARITIES AND MICRO-ENTERPRISE TERMS AND CONDITIONS UNITED KINGDOM

These additional terms and conditions apply to Customers that are Small Charities or Micro-Enterprises (as defined below) that are receiving Services in the United Kingdom (“UK”).

1. Definitions.

1. A “Small Charity” is a charity in the UK with an annual income of less than GBP 1 million.

A “Micro-Enterprise” is an enterprise (in whatever legal form, including self-employed individuals, family businesses, partnerships or associations engaged in an economic activity) that (1) has an has a turnover or annual balance sheet that is  less than EUR 2 million; and (2) employs fewer than 10 people.

2. Unauthorized or incorrectly executed transactions.

1. You must promptly notify us in writing as soon as you become aware of any unauthorized or incorrectly executed transactions, any in any event, before the end of the Error Notification Deadline.

3. Liability for unauthorized transactions.

1. You will be liable for the first GBP 35 of any unauthorized transactions arising from the use of a lost or stolen payment instrument, or from the misappropriation of a payment instrument.
2. Provided that (i) you have notified us of the unauthorized transaction prior to the Error Notification Deadline; (ii) you have not acted fraudulently; (iii) you have not deliberately or with gross negligence compromised the security of your Nium Account or payment card or you fail to notify us of any security issues with your Nium Account or payment card or you fail to use any of the Services in accordance with these Terms , we will refund you for the amount of any such unauthorized transaction to the extent that it exceeds GBP 35. However, we will refund you the full amount of any such unauthorized transaction if: (1) it was not possible for you to detect the misappropriation, loss or theft of your payment instrument before the payment was made (unless you acted fraudulently); (2) the loss was caused by our employee or any entity that processed the payment on our behalf; or (3) the unauthorized transaction occurred after you notified us that your payment instrument had been misappropriated or lost or stolen; (4) we have not provided you with a means to notify us of the loss or theft of your security credentials or that your Nium Account or payment card have been compromised; and (5) we have not applied authentication requirements to the transaction when we are legally obliged to do so.
3. For any portion of any unauthorized transaction that we are required to refund you under Section 2(a) above, we will normally refund to you by the end of the next business day following the date of your notification. We will also refund any transaction fees or charges deducted by us in connection with such unauthorized transaction, so that your Available Balance is to the extent possible returned to the same state that it would have been had the unauthorized transaction not occurred (less any portion of the unauthorized transaction that you are liable for). Any refund received by you is your only remedy and we will not be liable to you for any other losses you suffer as a result of such unauthorized transaction.

4. Refunds Due to Incorrectly Executed Transactions.

1. Subject to Section 2(a) of this Appendix C, if we process your payment incorrectly (for example, because it wasn’t sent to the account you told us to or because it was processed late due to our error) we shall refund the payment amount including all fees deducted by us, using the same method through which you funded the payment transaction without undue delay. If you made a mistake and gave us the incorrect information to process the payment transaction, we will use reasonable efforts to help fix the problem (which might mean getting your money back) but we may charge you for our costs of doing so.

5. Reversal of refunds.

1. If we refund you for a transaction that you reported as an unauthorized transaction or incorrectly executed transaction and we subsequently determine that such transaction was authorized by you, was correctly executed by us or we were not otherwise liable to refund you for such transaction in accordance with this Section 2, we will deduct the amount refunded to you from (i) your Nium Account, or (ii) funds provided to us as financial assurance for your obligations under these Terms. If there are not sufficient funds in your Nium Account or otherwise available to us to reverse the applicable refund, you shall immediately transfer such amount to us upon our request. We will comply with applicable laws and regulations, including providing you with any applicable evidence, in exercising our rights under this Section 5(a).