FX Forward Service Terms

If this FX Forward Services is made available to you as part of the Services provided by Nium (“Customer”) and by using the FX Forward Service, the Customer agrees to these FX Forward Service Terms.

1. General.

1. Supplemental Terms. These FX Forward Service Terms supplement the applicable Direct Service Agreement or End Customer Terms (the 'Underlying Agreement'). It governs the FX Forward Service only. Except as expressly amended by these FX Forward Service Terms, the Underlying Agreement continues in full force and effect.
2. Application of the Terms. These FX Forward Service Terms apply whenever the Customer requests and Nium Fintech Limited (“NFL”) agrees to provide the FX Forward Service.
3. Order of Precedence. In relation to the FX Forward Service, these FX Forward Service Terms prevail over any inconsistent provision of the Underlying Agreement.

2. Definitions.

Capitalized terms not otherwise defined below or in line in these FX Forward Service Terms shall have the meanings given in the Nium Direct Services Agreement or the End Customer Terms and Conditions, as applicable.

3. Service Provider.

1. Provider. NFL provides the FX Forward Service, regardless of which Nium Affiliate provides the Customer’s payment account or payment services. NFL may subcontract parts of this FX Forward Service to an Affiliate.
2. Relationship with NFL. The Customer acknowledges and agrees that:
   1. these FX Forward Service Terms constitute a direct agreement between you and NFL with respect to the FX Forward Service and each FX Forward Transaction is provided by NFL to the Customer directly;  
   2. NFL provides the FX Forward Service, while the relevant Nium Affiliate provides the Customer’s payment account and payment services;
   3. NFL may enforce these FX Forward Service Terms and each FX Forward Transaction directly against the Customer;
   4. the Customer must complete any onboarding, identification and verification checks required by NFL before it may use the FX Forward Service, and NFL may refuse to provide the FX Forward Service to the Customer until it has done so; and
   5. payment accounts, wallets, safeguarding arrangements and payment execution remain governed by the Underlying Agreement with the relevant Nium payment service provider.
3. No agency. NFL and the Customer each act as principal and not as agent for the other. The Customer acknowledges that each party enters into each FX Forward Transaction for its own account.

4. Description of the Service.

1. Service description. This FX Forward Service provides the Customer the ability to lock an exchange rate for an Underlying Payment on the agreed Settlement Date in accordance with these FX Forward Service Terms.
2. FX Forward Transactions. Each booking confirmed by NFL constitutes a separate binding FX Forward Transaction. NFL may reject a request, including where it cannot place the corresponding hedge.
3. NFL does not provide advice. NFL does not offer any investment, legal, financial or tax advice in respect of the suitability of the FX Forward Service nor any FX Forward Transaction and to the extent permitted by applicable laws, does not owe the Customer any fiduciary or similar obligations.
4. Regulatory status. The FX Forward Service is not an FCA-regulated investment service and is not covered by the Financial Services Compensation Scheme. The Customer’s payment account and the safeguarding of funds remain governed by the Underlying Agreement.

5. Commercial Purpose.

1. Commercial purpose acknowledgement. The Customer acknowledges and agrees that:
   1. the FX Forward Service is available solely to facilitate payment for identifiable goods, services or direct investment;
   2. the FX Forward Service must not be used for speculation, investment or standalone foreign exchange trading;
   3. no FX Forward Transaction is traded on a trading venue;
   4. each FX Forward Transaction must relate to a genuine Underlying Payment;
   5. NFL enters into each FX Forward Transaction in reliance on the Customer's representations regarding the commercial purpose of the FX Forward Transaction; and
   6. the Customer will promptly notify NFL if the Underlying Payment is cancelled, materially amended or will not proceed.

6. FX Forward Transactions.

1. Requesting an FX Forward Transaction. The Customer may request an FX Forward Transaction through the Nium Platform or, where applicable, a Platform Provider. Nium may provide a quote stating the proposed Settlement Date, Locked Rate, required FX Forward Transaction Margin, applicable Fees, expiry time and whether the quote is executable. Nium may decline any request.
2. Booking and funding an FX Forward Transaction. In order to book an FX Forward Transaction, the Customer must:
   1. submit the booking request before the quote expires. The FX Forward Transaction becomes binding only when NFL confirms acceptance after the required FX Forward Transaction Margin has been reserved and the corresponding hedge has been placed. If the hedge cannot be placed, NFL will reject the request and release the reserved FX Forward Transaction Margin; and
   2. have an Available Balance sufficient to pay for the FX Forward Transaction Margin into the FX Transaction Margin Account.

   NFL (or its Affiliate) will provide confirmation upon the FX Forward Transaction being successfully booked and binding on the parties (“Transaction Confirmation”).

3. FX Forward Service Hours. The FX Forward Service is available between 05:00 UTC and 20:00 UTC on any day that NFL makes the relevant currency pair available for trading. NFL, at its discretion, may reject or defer any request submitted outside those hours or where the relevant currency pair is unavailable.
4. FX Forward Transaction Margin. The Customer must provide the required FX Forward Transaction Margin before an FX Forward Transaction can be booked.
   1. NFL (or its Affiliates) will disclose the required FX Forward Transaction Margin before booking an FX Forward Transaction. The FX Forward Transaction Margin is calculated in accordance with NFL’s applicable margin methodology and may vary by reference to the currency pair, amount, tenor, customer risk profile and market conditions and any other risk factors NFL reasonably determines.
   2. NFL may, acting reasonably, require the Customer to provide additional FX Forward Transaction Margin at any time before the Settlement Date where NFL determines that the FX Forward Transaction Margin held is no longer sufficient to secure the Customer’s obligations under the relevant FX Forward Transaction. NFL will notify the Customer of the additional amount required and the time by which is must be received.
   3. The Customer acknowledges that:
      1. NFL may refuse to enter into an FX Forward Transaction at its discretion if the FX Forward Transaction Margin is not paid;
      2. the FX Forward Transaction Margin requirement may differ between FX Forward Transactions based on currency pair, tenor and market volatility;
      3. the FX Forward Transaction Margin is intended to provide NFL with protection against losses and other amounts which may become payable by the Customer in connection with an FX Forward Transaction;
      4. the FX Forward Transaction Margin is a separate obligation to the funding of the FX Forward Transaction and does not limit the Customer's liability under an FX Forward Transaction; and
      5. losses arising from an FX Forward Transaction may exceed the FX Forward Transaction Margin, and the Customer remains liable for any shortfall.
   4. If an FX Forward Transaction settles in full and no amount remains due, NFL will instruct the relevant Nium Affiliate to release the remaining FX Forward Transaction Margin promptly to the funding Nium Account.
5. FX Transaction Margin Account. The Customer:
   1. authorizes the Nium Affiliate that provides the Nium Account, to:
      1. open the FX Transaction Margin Account;
      2. deduct the FX Forward Transaction Margin from the Available Balance on the Booking Date and move such amounts to the FX Transaction Margin Account; and
      3. deduct and pay to NFL any amounts described in these FX Service Terms, including sections 6.j and 8.c, from the FX Forward Transaction Margin and/or the Nium Account (as applicable); and
      4. return any remaining FX Forward Transaction Margin promptly after settlement or close-out (where applicable); and
   2. acknowledges and agrees:
      1. the FX Transaction Margin Account is provided in accordance with and governed by the terms of the Underlying Agreement;
      2. the FX Transaction Margin Account is opened solely for the purpose of facilitating this FX Forward Service;
      3. funds held in this FX Transaction Margin Account will not be available to the Customer for any other purpose until such time as they are returned to the Nium Account in accordance with these FX Forward Service Terms; and
      4. the authorization in this section 6.c applies to each FX Forward Transaction and will continue until this FX Forward Service is terminated or expires.
6. Required information. NFL may request supporting documentation, including but not limited to invoices, contracts, purchase orders, payroll records, investment documentation or other documentation (collectively, “Supporting Documentation”) supporting the Underlying Payment before or any time after acceptance of an FX Forward Transaction. NFL may, at its sole discretion, reject, suspend, amend or cancel an FX Forward Transaction where satisfactory Supporting Documentation is not provided. The Customer agrees to promptly provide any information requested by Nium and that this information will be accurate and complete.
7. Settlement. By 17:00 (on a business day based on the location of Nium payment service provider) on the Settlement Date, the Customer must have an Available Balance sufficient to fund the full source-currency amount, separately from the FX Forward Transaction Margin. If the balance is insufficient, NFL will close out the FX Forward Transaction, apply the FX Forward Transaction Margin towards the Close-out Amount under section 8, recover any shortfall and return any remainder (if applicable). An FX Forward Transaction cannot be rolled over, extended, assigned or partially drawn down.
8. Customer cancellation. The Customer may request cancellation at least two (2) business days before the end of the service hours set out in section 6.c (based on the location of Nium payment service provider) before the Settlement Date, but cancellation takes effect only when NFL consents and confirms that the corresponding hedge unwind has completed. The Customer is not entitled to any market gain arising from cancellation:
   1. the request must identify the affected Underlying Payment and the reason for cancellation; and
   2. on cancellation, NFL will determine the Close-out Amount under section 8. The Customer must pay any Market Loss and applicable cancellation fee, while any market gain is not credited to the Customer.
9. NFL cancellation of an FX Forward Transaction. NFL may, at its discretion, refuse, suspend or cancel any FX Forward Transaction:
   1. following an Event of Default;
   2. if the Customer does not pay the applicable FX Forward Transaction Margin;
   3. where reasonably necessary to comply with law, sanctions, fraud-prevention or regulatory obligations, or the requirements of an FX Partner; and
   4. where NFL suspects the Customer is not in compliance with these FX Forward Service Terms.

   NFL will not be liable for any Loss arising from any actions described in this section 6.h, except to the extent that liability cannot be excluded under applicable law.

10. Service Fees. The Customer must pay the fees and charges set out in the applicable Fee Schedule or otherwise disclosed before booking and such fees and charges will be deducted from the Close-out Amount or Nium Account (as and where applicable).

7. Customer representations.

1. Customer representations. The Customer represents and warrants, whenever it uses the FX Forward Service and for each FX Forward Transaction, that:
   1. the Customer is not using the FX Forward Service to breach applicable laws, including international sanctions and anti-bribery laws;
   2. the Customer understands and accepts the risks of entering into an FX Forward Transaction;
   3. the Customer is only using the FX Forward Service to perform an Underlying Payment;
   4. the amount, currencies and Settlement Date reasonably correspond to the Underlying Payment;
   5. the purchased currency will be used solely for the Underlying Payment and is for a commercial purpose as described in section 5;
   6. the FX Forward Transaction is not entered into for speculation, trading, investment or unrelated balance-sheet hedging; and
   7. all information and supporting documentation provided to NFL is true, complete and not misleading;

8. Event of Default and Close-out

1. Termination events. NFL may suspend, terminate or close out an FX Forward Transaction or the FX Forward Service where reasonably necessary to:
   1. comply with applicable law or a Regulatory Authority;
   2. comply with sanctions or financial crime obligations;
   3. comply with the requirements of an FX Partner involved in the booking, hedging, funding or settlement of the FX Forward Transaction;
   4. respond to a market disruption, systems failure or other event outside NFL's reasonable control; or
   5. protect NFL or another Nium Affiliate from legal, regulatory, operational or reputational risk.

   NFL will not be liable for any Loss arising from exercising its rights under this clause, except to the extent such liability cannot be excluded under applicable law.

2. Event of Default. Upon an Event of Default, NFL (or the Platform Provider on NFL’s behalf if applicable) may give written notice to the Customer or, where immediate action is reasonably required, take any of the following actions without prior notice:
   1. suspend or terminate one or more FX Forward Transactions;
   2. determine the Close-out Amount;
   3. terminate, replace, unwind or otherwise offset any hedge relating to the relevant FX Forward Transaction;
   4. apply or instruct the relevant Nium Affiliate to apply the FX Forward Transaction Margin in accordance with these FX Forward Service Terms;
   5. recover any shortfall under section 8.c;
   6. exercise any right of set-off available under the Underlying Agreement; and
   7. recover any other amount payable under these FX Forward Service Terms.
3. Payment of Close-out Amount.
   1. Following cancellation or non-settlement of an FX Forward Transaction or an Event of Default, NFL may determine the Close-out Amount and apply, or instruct the relevant Nium Affiliate to apply, the FX Forward Transaction Margin or Available Balance (where applicable) towards it. Any market gain arising on close-out is retained by NFL and is not credited to the Customer.
   2. If the FX Forward Transaction Margin is deducted from the FX Transaction Margin Account and if the FX Forward Transaction Margin exceeds the Close-out Amount, the relevant Nium Affiliate will return the remaining balance promptly to the funding Nium Account.
   3. Where the:
      1. full FX Forward Transaction Margin is returned to the Nium Account and the Close-out Amount remains unpaid; and/or
      2. the Close-out Amount exceeds the FX Forward Transaction Margin,

      the Customer must immediately pay the shortfall.

   4. NFL or the relevant Nium Affiliate may debit the Nium Account where there is a sufficient Available Balance to pay the Close-out Amount; otherwise NFL may invoice the Customer, payable by the due date stated in the invoice.
   5. NFL will provide the Customer with a breakdown of the Close-out Amount and how the FX Forward Transaction Margin has been applied.