Modalités d'émission des cartes

1. General.

1. The Cards Program.
   1. At the request of the Client, Nium agrees to make available the Cards Program subject to the terms and conditions of the Platform Services Agreement.
   2. Cards Program Subject to Network Rules. Each Cards Program is subject to the approval of the Network and must be operated at all times in accordance with the Network Rules.
   3. Card Design Subject to the Network's Approval. Any Card issued under a Cards Program shall bear both the Network Marks and the logo or design of the Client and/or any third party as approved by Nium and the Network. The design of each Card is subject to the approval of the Network.
   4. Card Remains Property of Nium. Any Card issued to an End Customer or Card User remains the property of Nium. Nium may recall or replace any Card issued to any End Customer or Card User at any time in its sole discretion.
   5. Permitted Card Usage. A Card may only be used by an End Customer or its Card User for purposes approved in the End Customer Terms & Conditions or as otherwise approved by Nium in writing from time to time.
   6. Screening of Card Transactions. Nium may screen all Card Transactions submitted to Nium for processing and Nium may, in its sole discretion, without assigning any reason and without any liability to the Client or the End Customer, refuse to authorize any Card Transaction.
   7. Foreign Currency Card Transactions. If Nium receives a Card Transaction for processing in a currency other than an applicable Supported Currency, Nium may convert such foreign currency into the relevant Supported Currency at the applicable exchange rates as determined by Nium on the date such Card Transaction is processed by Nium.
   8. Client's Obligations. The Client shall ensure that:
      1. Nium is always referred to as issuer of each Card in any communication, whether private or public, made to any third party (including to any End Customer); and
      2. each End Customer and Card User is located, or resides, in the Card Territory. The Client understands and agrees that Nium does not issue Cards to End Customers or Card Users that are located, or reside, outside of the Card Territory except with the prior written consent of the Network.
   9. Breach of Client’s Obligations. Breach of Section 1(a)(viii) above constitutes a material breach entitling Nium to terminate the Platform Services Agreement in accordance with Section 16(d) of the General Terms.
   10. Nium's Right of Refusal. Nium may, in its sole discretion (A) refuse to issue a Card to an End Customer or a Card User, or (B) suspend or terminate an End Customer’s or a Card User's ability to use any Card at any time in accordance with the terms of the End Customer Terms & Conditions without any liability to the Client. Nium shall notify the Client of any such refusal, suspension or termination.
   11. Client's Recordkeeping Obligations. The Client shall keep complete and accurate records relating to the Cards issued to each End Customer and each Card User including all End Customer Fees that are charged to each Card and such other information as may be required by Applicable Laws or the Network (“Required Records”). The Client shall retain all Required Records for the minimum time period required by Applicable Law, and in any event, for no less than eight (8) years after the termination of the Platform Services Agreement, whichever is later.
   12. Promotion and Marketing. Any advertising, promotion or marketing in relation to any Card, and any use of the Network Marks, must be in accordance with the terms of the Platform Services Agreement, any Applicable Laws and the Network Rules.
2. Card Rebate.
   9. Monthly Card Rebate. Nium shall pay the Client a rebate for Settled Transactions processed by Nium in any given month in such percentage as indicated in Part 4 of the Fee Schedule (“Card Rebate”), subject to the restrictions of this Section 1(b) and if:
      1. the amount of Positive Interchange received by Nium from the Network exceeds the amount of Negative Interchange payable by Nium to the Network; and
      2. where applicable, the total number of Settled Transactions meets the Monthly Minimum Commitment as set out in the Fee Schedule.
   2. Clawback of Card Rebate. Where a Settled Transaction is subsequently refunded to a Card for any reason:
      1. any Card Rebate paid to the Client shall be subject to recovery or clawback by Nium (“Rebate Clawback”). Any Rebate Clawback represents a debt immediately due and payable by the Client to Nium on demand and the Client agrees that Nium may deduct such Rebate Clawback from any amounts held by (i) Nium on behalf of the Client or owed by Nium to the Client, or (ii) an Affiliate of Nium on behalf of an Affiliate of the Client or owed by an Affiliate of Nium to an Affiliate of the Client under the Platform Services Agreement or any other agreement; and
      2. any Card Rebate payable to the Customer in respect of such refunded Settled Transaction shall be extinguished and the Client agrees that Nium is no longer under an obligation to pay such Card Rebate.
   3. Card Rebate Not Payable for Cash Withdrawal. No Card Rebate shall be payable to the Client for any Cash Withdrawal using any Card.
3. PCI DSS.
   1. Mutual Obligations on PCI DSS Compliance. Nium and the Client each undertakes to comply with all of the Payment Card Industry Data Security Standard (“PCI DSS”) rules, regulations and/or standards as required of them respectively, directly or indirectly by the Network.
   2. Prohibition Against Storing Card Details. The Client shall not “store” (as such term is used in the PCI DSS) at any time: (A) a Card's verification value in such Card's magnetic stripe, on the Card, in or next to its signature panel, or in the Card's magnetic stripe image in a chip application; (B) a PIN verification value in a Card's magnetic stripe; (C) the full contents of any tracks from a Card's magnetic stripe (on the Card, or in a chip or elsewhere); or (D) any other data (including any data used for authorisation such as magnetic stripe data (PAVE, CVV, CVC, CID) PINs, PIN blocks and three or four digit number security code found on the Card) that the Network mandates from time to time as data that cannot be stored.
   3. Client Obligation to Furnish Certificate. To the extent that the Client does receive, store or transmit full, unmasked Card numbers, the Client will furnish Nium annually, and at any time upon Nium's request, validation, satisfactory to Nium in its sole discretion, of the Client’s compliance with the PCI DSS rules.
   4. Client's Obligation to Keep Records. Subject to the requirements of the PCI DSS, the Client will retain legible copies of all data related to Transactions, Refunds or Chargebacks for a minimum period of eighteen (18) months from the date of the relevant Transaction, Refund or Chargeback and shall provide Nium with copies of such data in such format as specified by Nium within ten (10) days of such request.
4. Refunds and Chargebacks.
   1. The Client shall act as the first point of contact for any Complaint arising in respect of the Cards Program and shall deal with such Complaint in accordance with Clause 3 of the Platform Services Agreement. Nium shall be entitled to refer any Complaints received directly from any End Customer or Card User to the Client in the first instance.
   2. Any Complaint in relation to a Chargeback must be raised to Nium within 120 days from the date of the Card Transaction (or such longer period as prescribed by Applicable Laws). Any claims with respect to such Complaint not raised within such timeframe shall be deemed waived.
   3. The Client undertakes to inform the affected End Customer that the Network’s decision in relation to the validity and value of any Chargebacks is final and binding. Nium shall not be obliged to (a) make up for any Losses incurred by the Client or any Customer in connection with any Chargebacks or (b) investigate or defend the validity or value of any such Chargebacks further.
   4. Where Nium receives any payments associated with any Refunds or Chargebacks (“Refunded Amount”) from the Network, Nium shall return such Refunded Amount to the relevant Card.

2. Remote Host Authorization.

1. Processing of Card Transactions. Where Remote Host Authorization has been approved by Nium, the Client shall ensure that:
   1. Nium receives a response to an Authorization Request within two (2) seconds from the Client's receipt of such Authorization Request (“Time Limit”); failing which, Nium shall decline the Card Transaction without any liability to the Client, any End Customer or Card User;
   2. the Client meets the Time Limit for 99.5% of the Card Transactions Nium sends to the Client for authorisation;
   3. the authorisation rate of all Authorization Requests shall meet the minimum rate as prescribed by the Network Rules and Applicable Laws; and
   4. Nium remains entitled to decline, override or otherwise process a Card Transaction where required by Applicable Law, the Card Scheme Rules, Nium’s risk controls.
2. Client Representations and Warranties. The Client represents and warrants that:
   1. The Client has obtained the irrevocable consent and authority of the relevant End Customer to respond to an Authorization Request and such response is based solely on the scope of authorisation as defined by the relevant End Customer (“End Customer Authorization”); and
   2. such End Customer Authorization remains valid and binding at the time the relevant Card Transaction was processed by Nium.
3. Material Breach. Breach of this Section 2 constitutes a material breach incapable of being remedied entitling Nium to terminate the Platform Services Agreement immediately and the Client shall indemnify Nium for any Losses, pursuant to the terms of Section 14(a) of the Platform Services Agreement, including any fines or penalties imposed on Nium by the Network.

3. Debit Card / Prepaid Card – Additional Terms

1. Card Balance.
   1. Client's Obligations. The Available Balance in an End Customer’s Nium Account represents the funds available for spending on the Card by the End Customer’s Card Users. The Client and each End Customer is solely responsible for ensuring that sufficient Available Balance has been received by Nium to process any applicable Instructions.
   2. Limitation of Liability of Nium for Shortfall. Nium shall not be liable to make up for any shortfall in the Available Balance unless such shortfall is due to the gross negligence or wilful default of Nium.
   3. Prohibition Against Collection or Receipt of Available Balance for Nium. The Client may not collect or receive any Available Balance on behalf of Nium.
   4. Prohibition against Collection or Funding of Available Balance for End Customer. The Client may not collect or fund any Available Balance on behalf of an End Customer unless:
      1. the Client has obtained irrevocable consent and authorisation of such End Customer to collect and fund the Available Balance on behalf of such End Customer;
      2. any collection or funding of the Available Balance does not violate any Applicable Laws or the terms of the Platform Services Agreement, and will not cause Nium to violate any Applicable Laws or the terms of the Platform Services Agreement; and
      3. the Client makes up for any deficit in Available Balance to the extent it is due to shortfall in funds collected or funded by the Client on behalf of such End Customer.
   5. Request for Return of Available Balance. The Client may request for the return of any remaining Available Balance on behalf of any End Customer, in accordance with the End Customer Terms & Conditions, and Nium shall return any remaining Available Balance to such End Customer in accordance with the End Customer Terms & Conditions. Where Nium exercises its right of termination under the Platform Services Agreement, the Client may not request for the return of any remaining Available Balance on behalf of any End Customer. In such case, Nium shall retain and deal with any remaining Available Balance for the benefit of End Customers in accordance with the End Customer Terms & Conditions.
2. Card Transactions.
   1. Single Transaction Limit. Each Card is subject to a single transaction limit as notified by Nium to the Client from time to time (“Single Transaction Limit”). Nium may vary the Single Transaction Limit from time to time upon notice to the Client.
   2. Card Transaction Authorization. Nium shall authorize a Card Transaction only if (A) there is a sufficient Card Balance to cover such Card Transaction, and (B) the Single Transaction Limit has not been exceeded.
   3. Over Limit Processing. Notwithstanding Section 2(b)(ii) above, if a Card Transaction has been processed despite there being insufficient Available Balance or the Single Transaction Limit having been exceeded, the Client shall be liable to Nium to make up for the shortfall plus any applicable cost.
3. Cash Withdrawal.
   1. Cash Withdrawal by ATM or Service Provider. Where approved by Nium and the Client, an End User or Card User may use the Card to withdrawal the Available Balance in cash (“Cash Withdrawal”) from (A) any ATM that accepts the Network branded debit cards. or (B) any Cash Withdrawal Service Provider, as permitted by Nium, from time to time, in jurisdictions where such Cash Withdrawal would not contravene Applicable Laws.
   2. ATM and Other Fee Deductions. The Client acknowledges that in respect of a Cash Withdrawal the amount deducted from the Available Balance may include (A) the principal amount requested by the End User or Card User to be withdrawn and (B) any other associated fees, including fees imposed by the applicable ATM operator or Cash Withdrawal Service Provider. If the Cash Withdrawal is not made in a Supported Currency, the Available Balance will be debited with an equivalent amount of the relevant Supported Currency calculated at an exchange rate determined by Nium at the time of the Cash Withdrawal together with any foreign currency exchange administrative costs on the day of the Card Transaction.
4. ATM Operator and Cash Withdrawal Service Provider not Acting as Agent of Nium. No ATM operator or Cash Withdrawal Service Provider acts as an agent of Nium and Nium is not responsible for Losses suffered by Client, any End Customer or Card User caused by an ATM operator or a Cash Withdrawal Service Provider.

4. Charge Card - Additional Terms.

1. Charge Cards. This Section 4 applies to any Card that is a Charge Card issued by Nium and any Card Transactions where the applicable Card is a Charge Card.
2. Availability Limited to Hong Kong. Charge Card issuing is currently only available to Clients that are located in Hong Kong. Nium may notify the Client that Charge Card issuing is available in other countries from time to time.
3. Collateral Arrangement. Where the Card is a Charge Card, Nium will extend credit to the applicable End Customer to fund any such Card Transaction and then apply Charge Card Collateral held by Nium in respect of such End User to reimburse Nium for the amount of credit extended to the End User. For purposes of the Platform Services Agreement, in respect of any Charge Card, “Available Balance” shall be deemed to be a reference to “Charge Card Collateral” instead. For the avoidance of doubt, the Charge Card Collateral does not represent a debt owed by Nium to any End Customer, nor is it an amount held on trust by Nium for any End Customer. The provision of the Charge Card Collateral does not create any mortgage, charge, lien, pledge, encumbrance or other security interest in favor of any person.
4. Cash Withdrawal. Cash Withdrawals cannot be made using any Charge Card.

5. Stablecoin-backed Card – Additional Terms.

1. General.
   1. This Section 5 applies to any Card that is a Stablecoin-backed Card issued by Nium and any Card Transactions where the applicable Card is a Stablecoin-backed Card.
   2. Cards may be issued to End Customers that are either (A) individual consumers; or (B) corporate entities.
   3. Card Type. The Stablecoin-backed Card is a prepaid payment instrument and is not a credit card, charge card, or debit card that is linked to a bank account. Nium does not extend credit or overdraft facilities. Nium is not involved in any processing or transacting of your End Customers’ stablecoin assets and the Stablecoin-backed Card issued to the End Customer is enabled for fiat spend only.
   4. No guarantee or insurance. A Digital Asset is not legal tender, is not issued or guaranteed by any government, central bank or Nium, and is not a deposit with, or insured by, Nium, a Digital Asset Partner, or any deposit insurance or government compensation scheme. Nium does not guarantee the value, stability, convertibility or redeemability of any Digital Asset. Neither Nium (nor the Digital Asset Partner, where applicable) is obliged to compensate the Client for any loss, theft or reduction in value of a Digital Asset arising before it is converted and credited to the Available SBC Balance, including any loss arising from the insolvency, default, security breach or operational failure of Nium or the Digital Asset Partner.
2. Client onboarding obligations. The Client is responsible for performing onboarding checks on each Card User in accordance with applicable AML/CFT laws and Nium's requirements. The Client shall maintain AML/CFT transaction monitoring calibrated to the applicable Card User profile and shall notify Nium immediately of any sanctions match or AML/CFT concern.
3. Stablecoin-backed Card Collateral.
   1. The Client shall maintain Stablecoin-backed Card Collateral with Nium sufficient to cover anticipated Card spend of all End Customers.
   2. Stablecoin-backed Card Collateral may be in fiat or, where agreed in writing, in USDC or other approved stablecoins.
   3. If Stablecoin-backed Card Collateral falls below a minimum threshold notified by Nium, Nium may suspend card activations and, if not remedied within 2 business days, suspend all Card Transactions.
   4. Stablecoin-backed Card Collateral is not held by Nium as bailee, trustee, or custodian for the Client or any End Customer.
4. Card balance.
   1. Client's Obligations. The Available SBC Balance is determined by the Client via RHA based on the Client's own ledger. The Client is solely responsible for:
      1. maintaining an accurate real-time balance ledger for each Card User;
      2. communicating Available SBC Balance decisions to Nium via RHA within the Time Limit; and
      3. ensuring that the Stablecoin-backed Card Collateral is at all times sufficient to cover anticipated Card spend. Nium shall act on RHA responses without independent verification.
   2. Limitation of Liability of Nium for Shortfall. Nium is not liable for shortfalls arising from the Client's inaccurate balance ledger, late RHA response, or RHA system failure.
   3. Collection or Funding of Available SBC Balance for End Customer. For this Stablecoin-backed Card, the Client:
      1. holds End Customer funds in its own capacity as ledger holder and is not acting as Nium's agent;
      2. has obtained End Customer’s consent to maintain a balance ledger and communicate Available SBC Balance decisions to Nium on their behalf; and
      3. has deposited Stablecoin-backed Card Collateral from its own funds, not End Customer’s funds. Any obligation to return End Customer’s funds rests solely with the Client.
5. Card Transactions.
   1. Single Transaction Limit. Each Card is subject to a single transaction limit as notified by Nium to the Client from time to time (“Single Transaction Limit”). Nium may vary the Single Transaction Limit from time to time upon notice to the Client.
   2. Card Transaction Authorization. Nium shall authorise a Card Transaction only if: (A) the Client's RHA response approves the transaction; and (B) the Single Transaction Limit has not been exceeded. Nium shall not authorise a Card Transaction if the Client's RHA response declines it or if no RHA response is received within the Time Limit, regardless of any Stablecoin-backed Card Collateral held by Nium.
   3. Over Limit Processing. Notwithstanding section 4(e)(ii) above, if a Card Transaction has been processed:
      1. erroneous Client RHA approvals where Stablecoin-backed Card Collateral is insufficient;
      2. without a valid Client RHA approval due to technical failure; and
      3. that exceeds the Single Transaction Limit,
   1. then in each case, the Client shall reimburse Nium for the full shortfall plus applicable costs and network penalties.
6. Remote Host Authorization.
   1. In addition to section 2 above, the Client's represents and warrants the Client’s RHA response:
      1. constitutes its determination of the Available SCB Balance; and
      2. accurately reflects each End Customers Available SBC Balance at the time of the request.
7. Client Regulatory Compliance
   1. Notwithstanding Clause 7(b)(i) of the Platform Services Agreement, where the Client accepts fiat or digital payment tokens from End Customers, the Client warrants it holds all licenses or permissions required for such activities under Applicable Laws.
   2. The Client represents and warrants that it is not relying on Nium's licenses for its own regulated activities.
   3. The Client shall notify Nium immediately if regulatory action is taken or threatened in connection with its activities.
   4. The Client shall indemnify Nium for all losses arising from the Client's failure to hold required licenses or to comply with Applicable Laws.
   5. Nium makes no representation that the Client’s licenses cover the activities carried out by the Client for the End Customer.
8. Data sharing.
   1. Nium will share Card User personal data with the Client for the purposes of operating the card product, processing transactions and complying with AML/CFT obligations.
   2. The Client shall use such data solely for permitted purposes in accordance with PDPA and applicable data protection laws.
   3. Where the Client provides the personal data of any third parties (including any Card Users) to Nium, the Client warrants it has obtained all necessary consents from such third parties (including Card Users), for the processing of their personal data by Nium as described above or for the purposes set out in the terms of the Data Protection Policy.
   4. Each of Nium and the Client is an independent data controller.
   5. The Client shall notify Nium promptly of any data breach affecting Card User data.
9. Complaints Escalation.
   1. The Client shall escalate to Nium any complaint: (i) unresolvable within 15 business days (individual consumers) or 20 business days (corporate entities); (ii) involving a potential regulatory breach by Nium; (iii) involving claims against Nium; or (iv) relating to a security incident or AML/CFT concern.
   2. Where any Card User is an individual consumer, the Client shall operate a complaint handling process in accordance with Applicable Law.
   3. The Client shall maintain complaint records and make them available to Nium and any regulator on request.