Pay In Service and Pay Out Service Terms and Conditions

1. General.

1. The Pay In Service. Subject to payment of fees and these Terms, if permitted by the Platform Provider via the Platform, we agree to enable you to use our payment service (“Pay In Service”) to (i) provide funds for the use of Pay Out Service; (ii) receive funds in a Supported Currency from a third party approved by us (“Payer”) (services described in (i) and (ii) are collectively referred to as "Pay In”); (iii) exchange funds from one Supported Currency to another Supported Currency; and (iv) maintain funds in a Supported Currency.
2. The Pay Out Service. Subject to payment of fees and these Terms, if permitted by the Platform Provider via the Platform, we agree to enable you to use our payment service (“Pay Out Service”) to transfer funds to yourself or a third party beneficiary located in a jurisdiction approved by us (“Pay Out”).
3. We may decline to provide the Pay In Service and Pay Out Service. We may, in our sole discretion and for any reason, refuse to provide Pay In Service or Pay Out Service to you. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such refusal.
4. Restrictions to Pay In Service and Pay Out Service. You may not use the Pay In Service or Pay Out Service, and we are not required to provide the applicable Services, if:
   1. you have an insufficient Available Balance to cover a Pay Out transaction (plus any applicable fees);
   2. the Pay In or Pay Out is not in a Supported Currency and the Payer or beneficiary, as applicable, is not located in a jurisdiction approved by us;
   3. the Pay In or Pay Out is connected with an activity (A) set out in the prohibited list published on www.nium.com/legal/prohibited-business-categories (as amended from time to time), or (B) inconsistent with applicable laws or our internal compliance policies;
   4. the result of any due diligence checks or screening in relation to the Pay In or Pay Out is unsatisfactory;
   5. the Pay In or Pay Out is not within the transaction limit set by the Platform Provider from to time;
   6. the Pay In (A) is made via over-the-counter checks or cash deposits, or (B) does not originate from your bank account or the bank account of a Payer; or
   7. where notified by us as a requirement for the Pay In, we have received an instruction to receive a Pay In (“Pay In Instruction”) and the result of any checks performed on such Pay In Instruction and the Payer are unsatisfactory.

2. VBAN.

1. Generation of Virtual Account Numbers. We may generate one or more VBAN on your behalf. The VBAN enables you to provide funds to us for the use of the Pay Out Service or receive funds from a Payer pursuant to the Pay In Service.
2. About the VBAN. You acknowledge and agree that, and shall also ensure that any Payer is aware and understands that:
   1. a VBAN (A) is a notional representation of the associated Settlement Account created for record keeping, reporting and administrative purposes, (B) it does not hold funds or generate any actual credits and debits independently from the associated Settlement Account, and (c) is not a separate payment account or bank account owned or operated by you. It is associated with a Settlement Account. Funds transferred by you or a Payer would be credited into the Settlement Account; and
   2. the financial partner that maintains the Settlement Account has no contractual duty or obligation to, or relationship with the Client under any circumstances.
3. Inactive VBAN. If a VBAN remains inactive for a period of twelve (12) months, meaning no transaction has taken place via the Nium Account or VBAN or zero balance has been associated with the VBAN, we may designate the VBAN as “Inactive”. Once the VBAN has been designated as Inactive, we may close the Nium Account or VBAN by giving you seven (7) days’ notice.

3. Available Balance.

1. Generally. The Available Balance represents the funds available to you for use in connection with the Services.  Only Cleared Funds received by us from you or a Payer are credited to the Available Balance.
2. You instruct and authorize us to receive any funds. You instruct and authorize us to receive any funds from you or a Payer and credit the same to the Available Balance in one or more Supported Currencies.
3. Supported Currencies. The Available Balance can only be maintained in one or more Supported Currencies.  If any funds received by us from you or a Payer are not in a Supported Currency, we will credit the Available Balance with the equivalent amount of a Supported Currency at the applicable exchange rate plus any applicable mark-up.
4. Maintenance of Available Balance. The Available Balance will be maintained by us in accordance with applicable laws. Unless Appendix B states otherwise for a jurisdiction, you acknowledge and agree that (i) the Available Balance is not protected by any depositor or insurance scheme, and (ii) you do not have any right or control or other interest in any funds we have received from you or a Payer other than a right to use the Available Balance as described in these Terms. For the avoidance of doubt, this Section 3(d) does not prevent you from requesting for the return of Available Balance in accordance with Section 3(i) below.
5. Funding of Available Balance. You may fund the Available Balance via a Pay In. We reserve the right to decline any funds provided by you if you are in breach of these Terms or if doing so may cause us to violate applicable laws.
6. Representations and Warranties. You represent, warrant and agree that:
   1. you own all title, rights and interest to the funds received by us for crediting to the Available Balance. No person or entity other than you has any rights in relation to the Available Balance and funds received pursuant to the Pay In Service;
   2. you will not assign, charge, declare trust over or transfer the benefit of all or any part of any rights in relation to the Available Balance; and
   3. you are solely responsible for reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of the Available Balance. You are also responsible for complying with any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls.
7. When we may cancel, reverse, demand a refund or debit Available Balance. We may cancel, reverse, demand a refund, or, cause any amount of the Available Balance to be unavailable for Pay Out and make corresponding adjustments to any entry if:
   1. we need to correct any error or omission;
   2. we are required to return the funds to the Payer;
   3. we have not received cleared and unconditional funds; or
   4. we have reasonable grounds to do so for any other legitimate reasons.
8. Acknowledgement of Risks. You acknowledge and agree that:
   1. maintaining an Available Balance in multiple currencies carries foreign exchange risks; for example it is possible that exchange rates between currency pairs may change over time and you may suffer a loss as a result of such changes. You agree to assume such foreign exchange risks and waive all claims against Nium with respect to such risks; and
   2. you do not own or operate any Settlement Account or have any other interest in any Settlement Account and any interest earned on monies held in any Settlement Account is not payable to you.
9. We will return any net Available Balance upon termination of these Terms.
   1. Subject to subpart (ii) below, when these Terms are terminated for any reason, we will return to you an amount equivalent to any remaining Available Balance, net of (A) any amounts owed to us under these Terms or otherwise, (B) applicable bank charges, and (C) taxes (such amount the “Net Available Balance”) to a bank account in your name within 60 business days of receipt of a request from you.
   2. All fund transfers are subject to due diligence checks and we are not required to return the Net Available Balance to you if (A) the result of due diligence checks is unsatisfactory, (B) we are prohibited by an order or directive of an applicable regulator, or (C) doing so might otherwise put us in breach of any applicable laws.

4. Pay Out Service.

1. No Standing Arrangement. Each Pay Out instruction received by us through the Platform constitutes a separate, binding and independent instruction to us to perform a Pay Out. We do not accept any instruction to make a Pay Out based on a recurring or standing arrangement.
2. You are liable to us for shortfall. In the event that a Pay Out has been processed despite there being insufficient Available Balance, you shall reimburse us the shortfall plus any applicable fees. You shall immediately transfer an amount equal to the shortfall to a bank account nominated by us.
3. Currency of Pay Out. If we receive a Pay Out for processing:
   1. if you do not have sufficient Available Balance in the applicable Pay Out currency, we will debit your Available Balance held in another currency in an amount equal to the Pay Out converted into the applicable Available Balance currency at the applicable exchange rate plus any applicable mark-up; and
   2. if there is no currency exchange fee or transaction fee for the Pay Out currency published on the Platform or otherwise previously communicated to you by the Platform Provider, we may apply our then prevailing standard currency exchange fee, transactions fee and foreign exchange rate to such transaction.
4. You must provide us correct and complete bank account details. You must ensure that the details of your bank account and the bank account of any beneficiary are correct and complete and shall notify the Platform Provider of any change to your bank account or the bank account of any third party beneficiary. Until we have been notified of such change and have had a reasonable opportunity to act on it, we shall be entitled to process the Pay Out to the bank account details previously provided to us. We are not liable for any Losses arising from any Pay Out due to incorrect or incomplete details provided by you or the Platform Provider or any failure to inform us in advance of any change to your existing bank account or the existing bank account of the beneficiary.
5. Remittance taxes may be applicable to a Pay Out. You acknowledge and agree that the tax authorities of certain countries and/or jurisdictions may deduct certain tax, fee and/or tariff (“Remittance Taxes”) from a Pay Out. If any Pay Out is subject to Remittance Tax, the amount you or the beneficiary actually receives may be different from the amount stated in the instruction to process Pay Out. We are not liable for any Losses resulting from the beneficiary receiving such reduced amount under any circumstances.
6. No guarantee of successful cancellation or recall. Please notify the Platform Provider if you wish to cancel a Pay Out instruction (before we process such Pay Out) or recall a Pay Out instruction (after we have processed the Pay Out). We do not guarantee a successful cancellation or recall. All bank charges and administrative cost relating to such cancellation or recall are borne by you.
7. Refunds to your Available Balance made in error. If any refund, or any other amount has been credited to the Available Balance in error (e.g., if a refund is issued more than once for the same transaction), we will be entitled to deduct such amount from the Available Balance. You agree to any such deductions being made by us.
8. 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”). You acknowledge that you have 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. You agree to comply with and be bound by the ACH Rules.

When you submit an ACH Transaction to us, you assume the responsibilities of an Originator under the ACH Rules and authorize us and our ODFI Bank Partner (“ODFI”) to process your ACH Transactions on your behalf in accordance with the instructions you provide.  You may not originate ACH Transactions on behalf of, or for the benefit of, any entity other than yourself, unless you have received prior written authorization from us or the ODFI to do so. You agree to obtain proper authorizations and maintain proper confidential records of such authorizations from the Receiver for ACH Transactions and to provide us with timely, accurate, and complete information as required by the ACH Rules. You agree that such records are confidential information, you will safeguard such information, and you will be jointly and severally liable with us to the ODFI for the failure to comply with such obligations.

We may limit your ACH Transaction and we may establish exposure transaction limits related to the amount of ACH Transactions transmitted by you and we may review and adjust periodically. We or the ODFI may block or reject any ACH Transaction that exceeds a limit we have established and can reject an ACH Transaction if it does not comply with these Terms, the ACH Rules, or Applicable Law. You agree to provide information we or the ODFI may request from you to confirm your compliance with these Terms, the ACH Rules, and Applicable US Law.

5. Pay In Service.

1. We do not make any representations and warranties with respect to any underlying transaction. Where a Pay In arises from an underlying transaction between you and a Payer, we do not have any control of, nor any liability for, such underlying transaction or any goods, products or services provided to the Payer by you.
2. Reserves. You agree that we may from time to time, establish and withhold from any funds received pursuant to the Pay In Service such reserve amounts (“Reserves”) to cover amounts owed to us under these Terms (including but not limited to fees, refunds or reversals). Additionally, you agree the Reserves may be funded through: (i) funds provided by you at our request, or (ii) debiting your bank account. Our rights with respect to the Reserves shall survive termination of these Terms. We will notify the Platform Provider in case we establish any Reserves.
3. Nium may specify transaction limits. We may specify single transaction and aggregate transaction limits for Pay In Service. We will notify you of any such limits (including via the Platform Provider).
4. Additional requirements with respect to Pay In received in Japan. Where a Pay In is received in Japan, you:
   1. authorize and consent to us receiving the Pay In via Nium Japan Kabushiki Kaisha (“Nium Japan”) as part of the collection agency services (Shūnō Daikō);
   2. agree and accept that upon Nium Japan’s receipt of such Pay In from a Payer, such Payer’s obligation to pay you shall be satisfied in full and any claim you have against such Payer will be extinguished;
   3. will make it clear in the agreement between you and the Payer that (A) Nium Japan acts as a collection agent, and (B) a Payer’s obligation to pay you shall be satisfied in full and any claim you have against such Payer will be extinguished upon Nium Japan’s receipt of the relevant Pay In from such Payer;
   4. shall deliver the applicable goods and/or services to such Payer and shall not use the Pay In service to receive funds unrelated to goods and/or services provided by you;
   5. shall, upon our request, provide us with relevant documents which establish the commercial relationship between you and the Payer, and the Pay In relates to goods or services supplied by you; and
   6. acknowledge and agree that:
      1. Nium Japan shall not be deemed to be providing Pay In Service to you by virtue of it receiving a Pay In and it has no obligations or liabilities to you under these Terms. You do not have any right to enforce the terms of these Terms against Nium Japan. In the event that Nium Japan suffers any Losses due to your acts or omissions or any Payer, such Losses shall be treated as if suffered by us and we shall be entitled to seek remedy directly from you; and
      2. neither we nor Nium Japan engages in any service that is considered to be “funds transfer transaction” (kawase torihiki) as defined in the Banking Act of Japan (Law No. 59 of 1981, as amended) and the Payment Services Act of Japan (Law No. 59 of 2009, as amended).
5. Additional requirements with respect to Pay In received in India. Where a Pay In is received in India, you:
   1. represent and warrant that you are a merchant offering digital content or services or online travel services, as applicable;
   2. appoint Nium India Pvt Ltd (“Nium India”) as your collection agent to receive funds from the relevant Payer located in India and remit such funds received by Nium India to us (minus all amounts which Nium India is entitled to deduct including: (A) any amount owed to Nium India by you (whether such amount are present, future, actual or contingent or potential, liquidated or unliquidated and regardless of the currency of their denomination); (B) reversed Pay In; (C) amounts equal to the Reserves, and (D) taxes;
   3. undertake to pay such service fee to Nium India as consideration for Nium India acting as your collection agent; and
   4. understand and agree that these Terms constitute a direct agreement between you and Nium India with respect to services provided pursuant to any Pay In received in India. Nium India shall be a third-party beneficiary to these Terms and shall have the right to enforce these Terms directly against you or any third party to the extent it may deem such enforcement necessary or advisable to protect its rights.

6. Pay In – Stablecoin. 

1. The Stablecoin Pay In. Subject to payment of fees and these Terms, if permitted by the Platform Provider via the Platform, we agree to enable you to fund your Available Balance by transferring USDC or such other stablecoin or digital asset as we may support from time to time (each, a “Digital Asset”) from your own external wallet (a “Stablecoin Pay In”). A Stablecoin Pay In is a form of Pay In and, except as modified by this Section 6, these Terms apply to a Stablecoin Pay In in the same way as they apply to any other Pay In.
2. Digital Asset Partner. The Digital Asset you send is received, custodied, screened (including sanctions and anti-money laundering screening) and converted into fiat currency by a digital asset partner, a third-party service provider engaged by the relevant Nium entity (the “Digital Asset Partner”). Nium does not, at any point, take custody of the Digital Asset.
3. Deposit address. We (or the Platform, on our behalf) will provide you with a blockchain deposit address for the applicable Digital Asset and network. You must send the Digital Asset only to the deposit address provided to you, using the network specified to you. We are not responsible for, and will not compensate you for, any Digital Asset sent to an incorrect address or over an unsupported network.
4. No visibility of, or interest in, the Digital Asset. You will not have visibility of, or any right, title or interest in, the Digital Asset once you have sent it. Your Available Balance will only reflect the fiat currency value credited to it following conversion by the Digital Asset Partner (subject to the Digital Asset Partners applicable cut-off times which may impact the Client’s receipt of the fiat currency); the Digital Asset itself does not, at any point, form part of your Available Balance.
5. 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, the Platform Provider, the Digital Asset Partner, or any deposit insurance or government compensation scheme (including the Canada Deposit Insurance Corporation or any foreign equivalent). Nium does not guarantee the value, stability, convertibility or redeemability of any Digital Asset. Neither Nium, the Platform Provider, nor the Digital Asset Partner is obliged to compensate you for any loss, theft or reduction in value of a Digital Asset arising before it is converted and credited to the Available Balance, including any loss arising from the insolvency, default, security breach or operational failure of Nium, the Platform Provider or the Digital Asset Partner.
6. Funding is one-directional. A Stablecoin Pay In is where there is a Digital Asset paid in and a fiat currency pay out. You may not use a Stablecoin Pay In, or any other Service, to withdraw or receive a Digital Asset from your Available Balance.
7. Digital Asset transfers are irreversible. A transfer of a Digital Asset made on a blockchain network cannot be recalled, reversed or cancelled by Nium and/or the Digital Asset Partner once it is confirmed on that network, including where you send it to an incorrect address, over an unsupported network, or in the wrong amount. Section 3(g) (when we may cancel, reverse or demand a refund of the Available Balance) does not apply once a Digital Asset has been received and confirmed on the applicable blockchain network.
8. Screening and rejection. If screening of a Digital Asset, or the wallet from which it is sent, identifies a sanctions, anti-money laundering or other compliance concern, Nium and/or the Digital Asset Partner may reject, delay, freeze or return the Digital Asset. We will have no liability to you for any resulting delay or Loss.
9. Fees and conversion. The Fees and conversion mechanic that apply to a Stablecoin Pay In will be notified to the Client by the Platform. Nium is not liable for any change in the value of a Digital Asset, or for any network or gas fee charged by the relevant blockchain network or the sending digital asset provider.
10. Which Nium entity provides the Stablecoin Pay In. In accordance with Section 15 of the General Terms (Multiple Nium Entities Providing Services), the Stablecoin Pay In Services may be provided by a different Nium entity to the one that provides your other Pay In Service and Pay Out Service.
11. Direct agreement with Nium Canada. You understand and agree that:
    1. these Terms constitute a direct agreement between you and Nium Canada Corporation (“Nium Canada”) with respect to the Stablecoin Pay In;
    2. Nium Canada, and not any other Nium entity, including the Nium entity identified in Appendix B for your other Pay In Service and Pay Out Service, provides the Stablecoin Pay In Services to you;
    3. Nium Canada shall be a third-party beneficiary to these Terms and shall have the right to enforce these Terms directly against you or any third party to the extent it may deem such enforcement necessary or advisable to protect its rights; and
    4. you must complete any onboarding, identification and verification checks required by Nium Canada before you may use the Stablecoin Pay In, and Nium Canada may refuse to provide the Stablecoin Pay In to you until you have done so.