Corporate Card Terms and Conditions

1. General.

1. The Corporate Card. Subject to payment of fees and these Terms, if permitted by the Platform Provider via the Platform, upon your request we agree to issue you the following types of Corporate Card:
   1. Corporate Expense Card;
   2. Corporate Purchasing Card (the Corporate Expense Card and the Corporate Purchasing Card each being a “Corporate Prepaid/Debit Card”); and
   3. Corporate Charge Card.

2. Corporate Card User.

1. The Corporate Card is our property. We may recall or replace any Corporate Card issued to you or a Representative at any time in our sole discretion. We will notify the Platform Provider if we must recall or replace any Corporate Card. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such recall or replacement.
2. Our right to refuse to issue a Corporate Card. You may request for the issuance of any number of Corporate Cards to your Representatives. We may refuse to issue a Corporate Card to you or a Representative at our sole discretion. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such refusal.
3. Replacement Card. If your Corporate Card has been lost, stolen, compromised, misappropriated or damaged, you can request a replacement through the Platform Provider. We may charge a fee for any replacement Corporate Card.
4. Inactive Corporate Card. If a Corporate Card remains inactive for a period of twelve (12) months, meaning no transaction has taken place via the Corporate Card, we may designate the Corporate Card as “Inactive”. Once the Corporate Card has been designated as Inactive, we may terminate the Corporate Card by giving you seven (7) days’ notice.

3. Using the Corporate Card.

1. Using the Corporate Card. You undertake to use the Corporate Card to make business payments for goods and/or services to any third party that accepts payment card network branded corporate cards as a mode of payment. You may not use the Corporate Card for personal, family or household purposes.
2. The validity period of the Corporate Card. The Corporate Card will be valid for the period stated on the Corporate Card. Before expiry of such Corporate Card, you may be asked to renew the Corporate Card. If you do not wish to renew the Corporate Card or fail to renew it prior to the expiry date, the Corporate Card shall expire on the date stated on the Corporate Card and you will not be able to use it.
3. We do not guarantee acceptance of the Corporate Card. We do not guarantee or undertake that any third party will accept the Corporate Card as a mode of payment for goods or services provided to you. We are also not liable to you for any Losses or damage caused by any goods or services purchased using the Corporate Card or if any third party refuses to accept the Corporate Card as a mode of payment or if any ATM or other cash withdrawal service provider refuses to accept the Corporate Card for cash withdrawal purpose.
4. Processing of payments made with the Corporate Card. When a payment is made using the Corporate Card, we will be entitled to assume that you have authorized such transaction.
5. Restrictions on the use of the Corporate Card. We will only process a payment utilizing the Corporate Card if:
   1. you have a sufficient Available Balance to cover the payment transaction (plus any applicable fees);
   2. it is not in connection with: (A) any MCC listed in Schedule 1; or (B) any activities or transactions prohibited by any laws (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the United Kingdom government, the European Union or the United Nations);
   3. it has not exceeded the relevant transaction limit set by the Platform Provider;
   4. we are satisfied that the security of the Corporate Card has not been compromised and the Corporate Card has not been used in a fraudulent or unauthorized manner;
   5. you do not owe us any outstanding fees; and
   6. you have complied with all your obligations under these Terms.
6. Currency of transactions. If we receive a payment or cash withdrawal transaction for processing in a currency which is not a Supported Currency, we will debit your Available Balance by an amount equal to the transaction amount converted into the applicable Supported Currency at the applicable exchange rate plus any applicable mark-up. You can request details of the exchange rates by contacting the Platform Provider.

4. Security of the Corporate Card.

1. Activating your Corporate Card. As part of the activation process, you may be asked to create security credentials to enable the use of your Corporate Card.
2. When you must freeze your Corporate Card and notify the Platform Provider. You must freeze your Corporate Card within the Platform or notify the Platform Provider immediately if: (i) your Corporate Card is lost or stolen; (ii) you believe the security of your Corporate Card has been compromised; (iii) your Corporate Card is damaged or not working properly; (iv) your Corporate Card has been retained by an ATM; and/or (v) you have identified an unauthorized transaction made using your Corporate Card. 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 Corporate Card. If you have not frozen your Corporate Card, we will suspend it after receipt of your notification and successful verification of your identity.

5. Refunds and Chargebacks.

1. Refunds from merchants. If you have made a payment with the Corporate Card and wish to request a refund for the payment, you should contact the merchant who accepted your payment and request a refund from them. If they agree to issue you with a refund, we will credit the refund amount to the Corporate Card as soon as we receive the refunded amount in full from the merchant.
2. Chargebacks in respect of disputed transactions using the Corporate Card. If you wish to dispute a transaction made using the Corporate Card (“Chargeback”), we may submit a request for a Chargeback to the payment card network on your behalf. If the Chargeback is resolved in your favor, we will credit the amount of the Chargeback to the Corporate Card as soon as we receive the refunded amount. All Chargeback claims must be raised within 90 days of the date of the transaction. Unless otherwise stated in these Terms or required by applicable laws, you will lose your right to request a Chargeback if you raise your dispute more than 90 days after the date of the transaction. Unless we are required to process a Chargeback request under any applicable laws or regulations, we will be entitled to refuse to process a Chargeback request at our sole discretion (including if we believe that the transaction was properly authorized and the merchant properly delivered the applicable goods or services).
3. Refunds, Chargebacks credited to your Corporate Card made in error. If any refund, Chargeback or any other amount has been credited to the Corporate Card in error (for example if a refund is issued more than once for the same transaction) or as a result of our investigation, we discover that the disputed transaction was authorized appropriately, we will be entitled to deduct such amount from the Corporate Card. You agree to any such deductions being made by us.
4. You must assist us in relation to any refunds and Chargebacks. If you make a request for a refund or Chargeback in respect of a disputed transaction, you will need to cooperate with us fully and provide all information and documentation that may be necessary to support the refund and Chargeback process.

6. Additional Terms and Conditions Applicable to Corporate Prepaid/Debit Card.

1. Card Balance.
   1. The Corporate Prepaid/Debit Card is a prepaid or debit card. It is not a credit card and you can only use the Corporate Prepaid/Debit Card if there is sufficient Available Balance. It is your sole responsibility to ensure that sufficient Available Balance has been received by Nium.
2. Allocation of Funds to Corporate Card. Where you submit an instruction through the Platform to issue a Corporate Prepaid/Debit Card as a virtual card, you are deemed to have granted us an instruction to:
   1. issue and activate such Corporate Prepaid/Debit Card as a virtual card; and
   2. to allocate such amount of funds to the relevant Corporate Prepaid/Debit Card in accordance with your instruction.
3. Cash Withdrawal.
   1. If you have been notified by the Platform Provider that cash withdrawal capabilities have been made available to you, you may also use the Corporate Prepaid/Debit Card to make a cash withdrawal from ATMs or selected cash withdrawal service provider in a supported jurisdiction.
   2. You understand and agree that the amount deducted from your Available Balance shall include the amount withdrawn from the applicable ATM or cash withdrawal service provider and any other associated fees including but not limited to fees imposed by the ATM operator or the cash withdrawal service provider. If the cash withdrawal is not made in a Supported Currency, the Available Balance will be debited by an equivalent amount calculated at the applicable exchange rate plus any applicable mark-up at the time of processing such cash withdrawal.
   3. No ATM operator or cash withdrawal service provider acts as our agent. We are not responsible for any Losses caused by any ATM operator or cash withdrawal service provider.
   4. We may revoke your ability to use the Corporate Prepaid/Debit Card to make a cash withdrawal from ATMs or selected cash withdrawal service provider at our sole discretion.
4. Card Transactions. If a payment results in you exceeding your Available Balance, this will be deemed as you making a request to exceed your Available Balance. If we decide, in our sole discretion, to process such payment notwithstanding Section 6(a), all amounts exceeding the Available Balance are repayable to us immediately and you shall transfer an amount which equals the shortfall to a bank account nominated by us on demand. We may choose to restrict or suspend the use of any Corporate Prepaid/Debit Cards until such time as you have repaid the shortfall.

7. Additional Terms and Conditions Applicable to Corporate Charge Card.

1. Charges.
   1. You can only use the Corporate Charge Card if you have provided us with the Collateral and up to the spending limits indicated to you by the Platform Provider.
   2. The Corporate Charge Card is subject to (A) an aggregate spending limit, applicable to you as the Customer, and (B) if requested by you, a single card spending limit applicable to each Corporate Charge Card. We will notify the Platform Provider of the aggregate spending limit applicable to you as the Customer and, where requested by you, the single card spending limit applicable to each Corporate Charge Card.
   3. You may request to vary the aggregate spending limit of the Customer and/or the single spending limit of any Corporate Charge Card through the Platform Provider. We may agree to such request for variation if you have provided sufficient funds as Collateral for the Customer.
   4. If a payment results in you exceeding the spending limits or transaction limits, you will be construed as having made a request for overlimit processing. If we decide, in our sole discretion, to process such payment notwithstanding Section 7(a)(i), all amounts exceeding the spending limits or transaction limits are repayable immediately and you shall transfer an amount which equals the shortfall to a bank account nominated by us on demand. We may choose to restrict or suspend the use of any Corporate Charge Cards until such time as you repay the shortfall.
2. Collateral.
   1. As a condition for the use of any Corporate Charge Card, you agree and undertake to ensure that we have received an amount of funds as financial assurance that you will pay all amounts owed by you to us under these Terms from time to time, including but not limited to (A) all amounts authorized under all Corporate Charge Cards issued to you or on your behalf; (B) all outstanding fees; and (C) any other amounts owed to us under these Terms (“Collateral”). The total amount of Collateral provided to us at any time as financial assurance shall not be less than the aggregate spending limit assigned to the Customer at that time. We will notify the Platform Provider of (Y) the Collateral amount to be provided by you to us, and (Z) any variation to the Collateral amount, as may be required from time to time.
   2. You may provide us the Collateral in a Supported Currency by (A) transferring us funds via your bank account; (B) transferring us funds via the Pay Out Service; or (C) any other method as notified by us from time to time.
   3. Upon receipt of the Collateral in our bank account in Cleared Funds, you authorize and agree that all rights, title and interest in and to any Collateral shall be irrevocably transferred to, and vest in, us free and clear of any liens, claims, charges or encumbrances or any other interest that you or any third party may have in the Collateral. We may deduct the Collateral and utilize the deducted amount towards repayment of any amount owed by you to us under these Terms (whether such amount is present, future, actual, contingent or potential, liquidated or unliquidated and irrespective of the currency of its denomination).
   4. The Collateral does not represent a debt owed by us to you, nor is it an amount held on trust by us for you. The provision of the Collateral does not create any mortgage, charge, lien, pledge, encumbrance or other security interest in favor of any person.
3. Monthly transaction statement. At the beginning of each month, we will make available to you a transaction statement which sets out the total amount authorized by us under the Corporate Charge Card for the preceding month (“Monthly Transaction Statement”).  You may access such Monthly Transaction Statement through the Platform.
4. Transactions on the Corporate Charge Card constitute debt owed to us. All transactions on the Corporate Charge Card constitute a debt owed to us which is repayable to us in full within thirty (30) days from the date of the Monthly Transaction Statement, or as otherwise notified by us to you. You agree that we may deduct the amount of any transactions on the Corporate Charge Card from the Collateral immediately upon our processing of the transaction.
5. Outstanding amount exceeds the Collateral. If the outstanding amount exceeds the Collateral, such shortfall represents a debt immediately due and payable and you shall transfer an amount equivalent to the shortfall to a bank account nominated by us on demand.

8. Return of Funds.

1. We will return any remaining funds provided to us for the purposes of the Corporate Prepaid/Debit Card or Corporate Charge Card (net of any amount or fees due to us and applicable bank charges or taxes) (“Card Net Available Balance”) to a bank account in your name within 60 business days of receipt of a request from you, but we are entitled to charge a fee for complying with such request. For the avoidance of doubt, no fee will be charged if such a request is made following our termination of these Terms for any reason.
2. Any return of funds is subject to satisfactory due diligence checks. We are not required to return the Card Net Available Balance to you if (A) the result of the due diligence checks is unsatisfactory, (B) we are prohibited by an order or directive of a regulatory body, or (C) doing so might otherwise put us in breach of applicable laws.
3. In the event such return of funds results in an insufficient Available Balance or insufficient Collateral, we may suspend your ability to use the Corporate Prepaid/Debit Card or Corporate Charge Card, as applicable.

SCHEDULE 1

PROHIBITED TRANSACTIONS FOR CORPORATE CARD