1. Provision of the Pay Out Service

1. Services. In consideration of the Client paying Fees, Nium shall provide the Pay Out Service to the Client in accordance with these Pay Out Service Terms and Conditions, and the Client agrees to use the Pay Out Service for its own purpose or to facilitate the provision of End Customer Services to End Customers in accordance with these Terms.
2. Conditions. Nium shall process a Pay Out to the Beneficiary named in an Instruction only if (i) the Available Balance sufficiently covers the relevant Instruction, any Fees and any other monies owing to Nium, (ii) satisfactory background and other checks on the End Customer and Beneficiary have been performed, and (iii) the Pay Out does not exceed the limit notified by Nium to the Client from time to time.
3. Pay Out Shortfall. Notwithstanding Section 1(b) above, if a Pay Out has been processed despite there being insufficient Available Balance, the Client shall be liable to Nium to make up for the shortfall (“Pay Out Shortfall”) plus any applicable fees, along with any costs incurred by Nium and any other third Party on recovering or attempting to recover such Pay Out Shortfall from the Client and shall immediately transfer such amount which equals the Pay Out Shortfall to the Settlement Account upon demand.

2. Description of the Pay Out Service

1. Provision of Services. Nium shall provide the Pay Out Service to the Client in accordance with the following process:
   1. Client shall ensure that Nium receives the Available Balance (which sufficiently covers the Pay Out and any Fees and other monies owing to Nium) prior to the intended pay out time specified in the Instruction. Where the Client has to prefund the Settlement Account, it shall do so in accordance with such guidelines and instructions issued by Nium from time to time. Funds deposited by the Client (A) may not be made via over the counter checks or cash deposit, and (B) must originate from the Client Bank Account;
   2. Client sends Instruction on a Business Day to Nium (including all necessary details of the Pay Out and relevant Beneficiary) through the Nium Platform and Nium shall process such Instruction in the following manner:
      
      1. (where an Instruction is transmitted to Nium before the cut-off time applicable to the relevant Pay Out location) make the Pay Out on the same Business Day;
      2. (where an Instruction is transmitted to Nium after the cut-off time applicable to the relevant Pay Out location) make the Pay Out on the following Business Day;
      3. all Instructions shall be processed according to the sequence in which the Instructions were received (first in, first out); provided, in each case, that if such day is not also a day when banks are open for the transaction of business in the Beneficiary’s country (“Beneficiary Country Business Day”), then the Pay Out shall be made on the following Beneficiary Country Business Day;

1. if the Client is a Financial Institution, prior to sending any Instruction to Nium, it shall perform anti-money laundering, Sanctions, and politically-exposed persons checks on each Beneficiary in accordance with Applicable Laws and shall supply Nium with satisfactory documentary evidence or such other assistance as may be required to comply with such checks;
2. Nium shall process a Pay Out in the full amount as stipulated in the Instruction through the relevant Financial Partner. The relevant Financial Partner shall process the Pay Out directly to the relevant Beneficiary via its local bank and report the status of such Pay Out to Nium. Nium shall provide transaction status to Client via the Nium Platform on a daily basis;
3. a Pay Out may be Cancelled by the Client only if such Pay Out has not been processed by Nium. A Pay Out may be Recalled only after the Pay Out has a “PAID BY BANK” status as specified in the Nium Platform. The Client agrees that Nium cannot guarantee a successful Cancellation or Recall and any request for Cancellation or Recall shall be processed by Nium on a commercially reasonable effort basis. Client shall bear all bank charges and administrative costs relating to such Cancelled or Recalled Pay Outs;
4. in the event of a Pay Out that is subject to a Return, the Client acknowledges and agrees that (i) Client shall bear all Pay Out Return Fees relating to such Return and (ii) Nium will credit the Pay Out Return Amount to the Available Balance; and
5. for all Payment Trace Requests, the Client shall send such requests to Nium by email.

2. Payments to the United States. Transactions transmitted through an automated clearing house (“ACH”) (“ACH Transaction”) shall be subject to the applicable laws of the United States (“Applicable US Law”) and ACH Operating Rules (the “ACH Rules”) of the National Automated Clearing House Association (“NACHA”). The Client acknowledges that it has access to a current version of the ACH Rules. Unless otherwise defined in these Terms, all capitalized terms in this subsection have the meanings assigned in the ACH Rules. The Client agrees to comply with and be bound by the ACH Rules.

   When the Client submits an ACH Transaction to Nium, the Client assumes the responsibilities of an Originator under the ACH Rules and authorize Nium and its ODFI Bank Partner (“ODFI”) to process the Client’s ACH Transactions on its behalf in accordance with the iInstructions that it provides to Nium. The Client may not originate ACH Transactions on behalf of, or for the benefit of, any entity other than the Client, unless it has received prior written authorization from Nium or the ODFI to do so. The Client agrees to obtain proper authorizations and maintain proper confidential records of such authorizations from the Receiver for ACH Transactions and to provide Nium with timely, accurate, and complete information as required by the ACH Rules. The Client agrees that such records are confidential information, it will safeguard such information, and that it will be jointly and severally liable with Nium to the ODFI for the failure to comply with such obligations.

   Nium may limit the Client’s ACH Transactions and it may establish exposure transaction limits related to the amount of ACH Transactions transmitted by the Client and Nium may review and adjust these periodically. Nium or the ODFI may block or reject any ACH Transaction that exceeds established limits and can reject an ACH Transaction if it does not comply with these Terms, the ACH Rules, or Applicable Law. The Client agrees to provide information that Nium or the ODFI may request from it to confirm its compliance with these Terms and the Agreement, the ACH Rules, and Applicable US Law.

3. Taxes; Shortfalls. The Client acknowledges and agrees that the tax authorities of certain countries and/or jurisdictions may deduct certain taxes, fees, and/or tariffs (“Remittance Taxes”) from the Pay Outs. If any Pay Out is subject to Remittance Tax, the amount the Beneficiary actually receives may be different from the amount stated in the Instruction (“Shortfall”). Nium shall not be required to make up for such Shortfall under any circumstances. The Client acknowledges and agrees that Remittances Taxes are subject to changes from time to time and Nium is under no obligation to notify the Client of any such changes.

4. Termination. Nium may terminate, suspend, reject, cancel, or refuse to process any Instruction or Pay Out at any time without notice. To the extent permissible by Applicable Laws and to the extent practicable for Nium, Nium shall notify the Client of the reason and provide details why such Instruction or Pay Out could not be processed.

3. Obligations of Nium

Except as otherwise provided in the International Jurisdiction Additional Terms and Conditions, Nium undertakes that the Client’s Available Balance will not be used for Nium’s internal business requirements or operations. Nium shall repay to Client its Net Available Balance in accordance with these Terms and the Agreement.

4. Obligations of The Client

The Client agrees and undertakes that: (a) it shall comply with all guidelines and directions issued by Nium from time to time to ensure that the Available Balance (including any amount payable to Nium) is deposited in the Settlement Account in the agreed currency in advance and with sufficient time to enable Nium to execute any Instruction, and (b) it shall not submit any Pay Out to Nium for processing unless the funding currency and payout currency are set out in the Fee Schedule. If the Client submits any Pay Out to Nium for processing where the funding currency and payout currency are not set out in the Fee Schedule, Nium may apply any applicable transaction fees and foreign exchange rates at its sole discretion. The Client agrees that it shall not submit any Pay Out to Nium for processing, if this would cause the Client to breach any condition or transaction limit imposed on the Client by Applicable Laws or by any Regulatory Body.

5. Additional Obligations of Financial Institution Clients Where End Customer Services are Provided

1. Additional Representations. Where the Client is a Financial Institution and provides End Customer Services, the Client represents and warrants for the duration of the term of these Terms that:
   1. it is solely responsible for providing End Customer Services to the End Customers;
   2. the provision of End Customer Services to the End Customers does not contravene any Applicable Laws and it has obtained and shall maintain all governmental, regulatory and other third party licenses, authorizations, approvals, consents or permits (“Client License”) required to provide the End Customer Services to the End Customers, and the provision of End Customer Services to the End Customers does not contravene any Applicable Laws;
   3. it shall maintain a valid Client License for the term of these Terms and shall notify Nium of (A) any change in its Client License that may affect its ability to perform the End Customer Services or the obligations under these Terms, and (B) revocation of its Client License; and
   4. it has implemented and maintains applicable policies (including anti-money laundering and counter-terrorism financing compliance program (“AML Policy”) in accordance with Applicable Laws, and its Representatives involved in the performance of the due diligence checks are knowledgeable and have been appropriately trained in compliance with the prevention of money laundering, terrorist financing, fraud or any other financial crimes.
2. Suspension or Termination. Without prejudice to any termination rights of Nium under these Terms and any applicable Services Agreemen, Nium may at any time immediately suspend or terminate these Terms and the Agreement or the Client’s access to the Client Services, in whole or in part, by written notice to the Client if there is a withdrawal or termination, in whole or in part, of Client, the Client’s License or the Client’s ability to provide the End Customer Services.
3. End Customer Support Services. The Client shall be responsible for and shall be the first point of contact for any End Customer in respect of any complaints, issues or disputes arising in respect of any Services associated with any End Customer Services (“End Customer Support Services”) at its own cost and expense. The Client will perform the End Customer Support Services in accordance with Applicable Laws. In the event Nium receives any request to provide End Customer Support Services (either directly from any End Customer or such other channels), Nium shall be entitled to refer such request to the Client.
4. Services Complaints. Unless agreed to otherwise between Nium and the Client, upon the Client becoming aware of any complaint in relation to any Services or Nium by an End Customer or a Regulatory Body (“Services Complaint”), it will notify Nium immediately and will forward Nium copies of any Services Complaint within three (3) days of the Client’s receipt of such Services Complaint, and unless otherwise instructed or permitted by Nium, the Client may not respond to any Regulatory Body or any third party (including any End Customer) on Nium’s behalf with respect to such Services Complaint. Any Services Complaint will be managed, recorded and reported by the Client in accordance with the procedure prescribed by Nium to the Client. All Services Complaints are Confidential Information of Nium and the Client may not disclose, discuss or publicize any Services Complaint except as permitted under these Terms and the Agreement.
5. Anti-Money Laundering Due Diligence. The Client shall be responsible for:
   1. conducting due diligence checks on each End Customer in accordance with Applicable Laws including verifying the identity of each End Customer and screening such End Customer for Sanctions and shall develop and implement appropriate customer due diligence policies, procedures and processes;
   2. having adequate resources to monitor compliance with this these Terms and the Agreement and Applicable Laws;
   3. developing and implementing appropriate anti-fraud measures designed to detect, prevent, and mitigate identity theft, fraud and fraudulent activities in connection with any End Customer Services in accordance with Applicable Laws, in respect of identity theft, and Client fraud including transaction fraud, cloning and phishing. Upon request by Nium, the Client shall submit details of the fraud measures and any other information related thereto to Nium and shall implement Nium’s recommendations in this regard;
   4. ensuring that its Representatives involved in the performance of these Terms and the Agreement are knowledgeable and have been appropriately trained in customer due diligence, compliance with Applicable Laws and the prevention of money laundering, terrorist financing, fraud or any other financial crime; and
   5. performing Sanctions screening on each End Customer against published lists of persons and geographies subject to Sanctions (“Sanctions Lists”). If the screening indicates that an End Customer and/or its owner(s) are on any of the Sanctions Lists, the Client will investigate such End Customer and/or its owner(s) and provide additional information, as may be requested by Nium, and will provide the results of such investigation to Nium within three (3) days of receipt of such request from Nium. The Client shall ensure that an End Customer listed on any of the Sanctions Lists shall not be allowed to access any services provided by Nium in connection with the Services or submit any transaction to Nium. In addition, if an existing End Customer is found on a Sanctions List, the Client shall notify Nium, and Nium reserves the right, in its sole discretion, to terminate such existing End Customer’s ability to access any services provided by Nium in connection with the Services immediately.