Nium for SMB Customer Terms and Conditions

Thank you for using Nium!

These Nium for Small Medium Business (“SMB”) Customer Terms and Conditions ("Terms") govern your use of Nium's Services and describe how you may use the Services. These Terms are a legal agreement between you and the applicable Nium entity shown in Appendix B ("Nium", "we", "our" or "us"), as further described below.

These Terms apply to the use of some or all of the Services by you, whether you are an individual consumer, an organization or sole proprietorship ("you" and the "Customer"). You hereby accept these Terms by applying for or using the Services. In these Terms, the Customer and its Representatives are collectively referred to as "you" or "yours".

These Terms consist of the following components:

1. This Introduction;
2. The General Terms;
3. The Definitions set forth in Appendix A;
4. The International Jurisdiction Additional Terms and Conditions set forth in Appendix B;
5. The Pay In and Pay Out Service Terms and Conditions; and
6. Any other agreements or documents expressly referenced in these Terms.

General Terms

1. General.

1. Definitions. Capitalized terms in these Terms not defined inline are defined in Appendix A.
2. Interpretation. In the interpretation of these Terms, the following provisions apply unless the context requires otherwise:
   1. headings are inserted for convenience only and do not affect the interpretation of these Terms.
   2. a reference in these Terms to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
   3. a reference to a section, part, schedule or attachment is a reference to a section, part, schedule or attachment of or to these Terms.
   4. a word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.
   5. unless the context indicates otherwise, a reference in these Terms to "person" is deemed to include a natural person, corporation, company, firm, partnership, limited partnership, limited liability company or limited liability partnership or other similar organization.
   6. references to the word 'include' or 'including' are to be construed without limitation.
3. Precedence of Terms. If any terms in any components of these Terms conflict, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (1) International Jurisdiction Additional Terms and Conditions (Appendix B); (2) the Pay In and Pay Out Service Terms and Conditions; and (3) these General Terms.
4. Term. These Terms come into force on the Effective Date and shall continue unless terminated in accordance with Section 12.
5. Acceptance of these Terms. By selecting the tick box indicating acceptance of these Terms during the onboarding process and submitting your application for the Services, you acknowledge that you have read, understood and agree to be legally bound by these Terms. Where you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the requisite authority to bind that entity to these Terms, in which case references to "you" and "Customer" shall refer to that entity. Your electronic acceptance of these Terms shall constitute your agreement to be bound by them and shall have the same legal effect as a handwritten signature, to the extent permitted by applicable law.
6. Please read these Terms carefully. These Terms set out the terms and conditions on which Nium provides the Services to you, your obligations in respect of the Services, how you should use the Services and other important information. They also inform you what to do if there is a problem, what Nium's responsibilities are and how these Terms may be terminated. Nium recommends that you save a copy of these Terms.
7. Updates to these Terms. Nium may modify these Terms from time to time by notifying you. Nium will provide such prior notice of any modification as may be required by applicable law. The modified Terms will become effective on the date specified in the notice. If the Customer does not agree to the modified Terms, it may notify Nium that it rejects the proposed modifications before they take effect. Your rejection will constitute notice of your intention to terminate these Terms and cease your use of the Services.
8. These Terms are binding on you and each of your Representatives. If you grant a Representative access to and use of the Services, you must ensure that each of your Representatives complies with these Terms. You shall be responsible for use of the Services by each of your Representatives.
9. Service Provider. The Services are made available by the relevant Nium entity from its Licensed Jurisdiction. We do not intend to solicit, target or market the Services to you or any third party outside of our Licensed Jurisdiction.
10. Data Sharing and Privacy Notice. Nium will collect some personal data about you as the user of the Services. For information regarding how Nium processes personal data, please see Nium's Global Privacy Notice at https://www.nium.com/legal/privacy-policy.

2. Eligibility.

1. Nium will carry out Customer identification and verification checks. Nium is required by law to carry out certain checks on all Customers before Nium agrees to provide Services. Nium may ask you to provide Nium with certain information and documentation to enable Nium to carry out its checks, for example to verify your identity or financial standing, and Nium may need to ask third party service providers (for example credit reference agencies) to verify certain information about you. All information provided by you must be accurate in all respects and you shall not omit or withhold any information which would make such information inaccurate in any respect. Failure to comply with Nium's requests for information or documentation may result in the denial of your application for the Services or suspension or termination of the Services. You warrant that all onboarding information is accurate and up to date and must notify Nium promptly of any material change.
2. Nium will have the right to refuse any application. Nium has the right to refuse any application for any Services at any time for any reason and without providing any reason for our refusal.

3. Instructions to Nium.

1. Authorization granted to Nium. By applying for or using the Services, you confirm that you have provided your authorization and consent to Nium to do any of the following:
   1. collect and store all information, communications and instructions submitted by you, and any payments or other transaction instructions in connection with the Services. This includes information, communications and instructions submitted by any means accepted by Nium, for example online dashboard, telephone or email. Nium will rely on and will be entitled to act on any such information, communications and instructions received directly from you. Please note that Nium is not required to check the accuracy of any such information, communications and/or Instructions; and
   2. provide to you all information, communications, and Instructions in connection with the Services.

      The authorization and consent in this Section remain valid and binding on you for as long as you continue to use the Services.

2. We may screen instructions received from you. Nium has the right to screen any instructions received in respect of the Services. Nium may refuse to act on any instructions or requests received from you which Nium believes (i) may violate these Terms or any other agreement you may have with Nium; (ii) unauthorized, fraudulent or illegal; or (iii) exposes, or is likely to expose, Nium, you or others to unacceptable risk. Except to the extent restricted by applicable law or contract, Nium will inform you of the reasons why Nium is unable to act on your instructions or requests.
3. Monitor your use of the Services and keep your own records. Nium will provide you with records of transactions processed by Nium pursuant to the Services, via Nium's online dashboard or by other means. You should monitor and keep a record of all of your transactions. This will allow you to verify whether the transaction reports are accurate and enable you to inform Nium if you notice any errors. You are responsible for checking the completeness and accuracy of all information, communications and instructions. Failure to provide complete information may cause delays. If you notice any error in any information, communication or instruction provided to Nium, you must correct it as soon as possible via Nium's systems or by contacting Nium directly. Nium will not be responsible, and will not compensate you, if you suffer any Losses as a result of incomplete or inaccurate information provided by you, or as a result of any delays caused by any errors, inaccuracies or late submissions of any instructions or requests. Nium will maintain accurate records and provide reasonable assistance in error resolution, and will be responsible only to the extent such errors or inaccuracies are due to Nium's failure to maintain accurate records or provide reasonable assistance.

4. Using the Services.

1. Only a Representative of the Customer is allowed to use the Services. The Customer will ensure that only its Representatives are allowed to access and use any Services. If the Customer grants its Representative access and use of the Services, the Customer must, upon our request, provide satisfactory proof to establish that such person is a Representative of the Customer and is authorized to act on behalf of the Customer.
2. You must keep your security credentials safe. You must ensure that: (i) any account issued by Nium in connection with the Services is kept safe from Loss or theft; (ii) any security credentials used to authenticate any transactions in connection with the Services are known only to you; and (iii) Nium's systems can only be accessed by you and all devices used by you to access them are appropriately protected from access by any unauthorized persons. Nium recommends not writing down or storing any security credentials, or any login details. However, if you have to store such details somewhere, you should use secure and safe storage solutions. Revealing any security credentials to anyone, or behaving carelessly with regards to the security of any account or payment card issued by Nium in connection with any Services may result in unauthorized transactions being processed. In circumstances of fraud, acting intentionally or with gross negligence Nium will not refund any amounts lost by you as a result of such unauthorized transactions and you will be solely responsible for them.
3. Unauthorized Use. The Customer will notify Nium immediately in the event of any suspected or actual unauthorized use of the security credentials or unauthorized access to the Nium Platform. Notwithstanding such notification, the Client is solely responsible for all acts or omissions of any person that accesses the Nium Platform through the security credentials and agrees to be bound by the terms of all transactions or Instructions submitted through the Nium Platform using the security credentials.
4. The Customer is solely responsible for all acts and omissions of its Representatives. The Customer is solely responsible for all acts and omissions of its Representatives, whether or not authorized by the Customer. Nium is under no obligation to check the authenticity or accuracy of any instructions or data received, or purportedly received, from a Representative. Nium will not be liable for any Losses incurred or suffered by the Customer or any person as a result of acting on an instruction, information or communication, received, or purportedly received, from a Representative.
5. Keeping Nium updated. It is very important to keep Nium updated about any changes to the information provided as part of your application for the Services and any information and documentation submitted to Nium. This includes information about any sanctions applicable to you, or any other circumstances which would make your use of the Services illegal. You must inform Nium promptly about any changes to your circumstances affecting your eligibility for the Services and/or your ability to comply with these Terms.
6. Customer's responsibility to inform Nium of any change in its Representatives. You are solely responsible for notifying Nium of any change in your Representatives or any information relating to a Representative. Nium is entitled to rely upon the instructions, information or communications provided by a Representative until such time that Nium has been notified of a change in writing, and Nium has had a reasonable time to act upon the notification.

5. Fees and Other Amounts Payable to Nium. 

1. Nium’s Fees. Nium charges you a fee to use the Services (“Fees”). Our Fees Page shows our fees, which may include a transaction fee (“Transaction Fee”), administration fee (“Administration Fees”), currency exchange, intermediary bank fees, and regulatory fees. The Fees associated with a transaction will be displayed in the Nium Platform before you initiate the transaction.
2. Transaction Fees. Nium charges a fee on every transaction. The Transaction Fee is presented to you at the time you initiate the transaction and deducted from your transaction amount or in accordance with Section 5(d) below. Transaction Fees do not include any fees that your bank or the recipient’s bank may charge. Those fees may be deducted from your deposit (in the case of your bank) or the delivered amount (in the case of recipient’s bank).
3. Administration Fee. An Administration Fee may be incurred when your transaction is refused due to incorrect payment details, regulatory requirements or any other reason. This Administrative Fee is in addition to any amount your bank or the beneficiary’s bank may assess. Any Administration Fee will be deducted from your transaction amount or in accordance with Section 5(d) below.
4. Payment of Fees. The Customer will pay the Fees as set out in this Section 5 and any other amounts due and payable to Nium under these Terms. Amounts payable to Nium will be debited from the Customer’s Nium Account in full seven (7) days following the date of each invoice issued by Nium to the Customer (“Payment Date”). If the Customer’s Nium Account does not hold sufficient funds to satisfy its payment obligations to Nium in full on the Payment Date, the Customer will immediately fund its Nium Account with an amount equivalent to such shortfall. If any amount due to Nium pursuant to these Terms is not paid by the Customer in full on or before the Payment Date for whatever reason, the Customer shall pay Nium a finance charge equal to two per cent (2%) per month (or the highest rate permitted by applicable laws, whichever is lower) on any unpaid amount from the date such payment was due until the date paid. The Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Nium in collecting past due amounts. 
5. Currency conversion rates. Where foreign currency conversion is required, Nium shall apply the prevailing exchange rate, plus a percentage (recognized as the mark-up) as disclosed to you at the time you initiate the transaction. The exchange rate may fluctuate depending on market conditions, so different exchanges rates may apply to different transactions. The exchange rate to be used to convert your currency into the beneficiary’s currency will be displayed before you confirm the transaction. By confirming that you wish to initiate the transaction, you agree that the exchange rate as displayed to you shall be applied to your transaction. You shall bear any risks associated with fluctuations in the relevant exchange rates when using the Services, such as where the transaction is unsuccessful or not completed.
6. Setoff. Nium may from time to time, without notice, set-off or deduct by whatever means, the whole or any part of the liabilities of the Customer under these Terms or any other agreement between Nium and/or its affiliates and the Customer (whether such liabilities are present, future, actual or contingent or potential, liquidated or unliquidated and irrespective of the currency of their denomination) against any amounts (i) held by Nium or an affiliate of Nium on behalf of the Customer, or (ii) owed by Nium to the Customer under these Terms.
7. Taxes. You acknowledge and agree that the tax authorities of certain countries or jurisdictions may deduct certain taxes from a Pay In or Pay Out transaction (“Taxes”). By instructing Nium to process a transaction, you agree to pay any Taxes applicable to that transaction. You further acknowledge and agree that Taxes may change from time to time. Except as required by applicable law, Nium is under no obligation to notify you of any such changes.
8. Changes In Third Party Fees. In the event that any third-party fees that apply to the Services are imposed or changed after the Effective Date, Nium may charge the Customer for such third-party fees on a pass-through basis by giving written notice to the Customer of such fees. 

6. Nium Account.

1. Setting up the Nium Account. Nium may issue you one or more primary account(s) once you have satisfied all eligibility criteria to be onboarded as Nium's Customer. Each primary account facilitates the use of Services, such as holding your Available Balance in a Supported Currency. You may also create any number of sub-accounts linked to the primary account. Each sub-account may be denominated in a Supported Currency and has the same functions as the applicable related primary account. Each primary account and its sub-accounts are collectively referred to as the "Nium Account".
2. Nium's right to refuse to issue the Nium Account. Nium may refuse to issue any Nium Account to you at its sole discretion. Except to the extent restricted by applicable law or contract, Nium will inform you of the reasons why Nium is unable to issue the Nium Account.
3. Funding.  The Customer or, if approved by Nium, an authorized third party, may fund the Available Balance in any Supported Currency into a Settlement Account.  In order to facilitate the provision of the Services, except to the extent prohibited by applicable laws, the Customer instructs and authorizes Nium to hold funds on behalf of the Customer in one or more Settlement Accounts maintained by Nium and its affiliates that are located outside of the Licensed Jurisdiction for the purpose of acting on the Customer's Instructions provided to Nium pursuant to the Pay Out Service. 
4. Acknowledgement of Risks.  The Customer acknowledges and agrees that: 
   1. maintaining an Available Balance in multiple currencies carries foreign exchange risks, for example it is possible that the exchange rate improves over time and the Customer will not receive the benefit of such fluctuations. The Customer agrees to assume the aforementioned foreign exchange risks and waive all claims against Nium with respect to such risks; and 
   2. it does 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 the Customer. 
5. Shortfall.  Nium shall not be liable to make up for any shortfall in any Available Balance received by Nium (including due to bank or payment network charges) unless such shortfall is due to the gross negligence or wilful default of Nium. 
6. Termination.  Upon the termination of these Terms, the Customer may request the return of any Net Available Balance by way of a written notice to Nium. Within sixty (60) days of receipt of such written notice and subject to satisfactory due diligence checks and applicable laws, Nium will initiate a refund of the Net Available Balance to the Customer (“Available Balance Refund”). Where foreign currency conversion is required, Nium shall apply the prevailing exchange rate at the time such Available Balance Refund is made. In the event Nium is not able to return the funds to the Customer, Nium shall, to the extent permissible by applicable laws and to the extent practicable for Nium, notify the Customer of the reason(s) it is unable to return the funds. 

7. Unauthorized Transactions.

1. You must notify Nium of unauthorized transactions or inaccurate records. Unless stated otherwise in these Terms, you must notify Nium no later than 60 days from the date of transaction or any longer minimum period prescribed by applicable laws (“Notification Deadline”) of any transaction that has not been authorized by you or any unauthorized transaction that has been applied to your Nium Account. If notification is not provided by the Notification Deadline, you will be deemed to have agreed to the applicable transaction.
2. When you must suspend your Services and notify Nium. You must suspend your use of the Services and notify Nium immediately if: (i) you believe the security of any account or payment card issued by Nium in connection with any Service has been compromised (for example, if an unauthorized person has gained access to any security credentials and/or the Nium systems); (ii) any account or payment card issued by Nium in connection with any Service is not working properly; and/or (iii) you have identified an unauthorized transaction made using any account or card issued by Nium in connection with any Service. 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 Nium Account. If you have not suspended your Nium Account through Nium's systems, Nium will suspend it after receipt of notification from you and successful verification of your identity.
3. Nium may investigate unauthorized and incorrectly executed transactions. Nium will treat any payment instruction given via Nium's systems as evidence of authorization of the payment by you and in this case, you will need to provide Nium with evidence to show that the transaction was not authorized in accordance with these Terms. Nium will have the right to investigate any transaction reported by you as unauthorized or incorrectly executed. Nium may ask you to provide supporting information and documentation to help Nium with its investigation and you agree to cooperate with Nium and provide all information and documentation Nium reasonably requires for this purpose. You also agree to cooperate with any authorities involved in Nium's investigation.
4. Liability for unauthorized transactions:
   1. Nium will not be liable for any unauthorized transaction that has resulted from (A) your Nium Account or any payment card being misappropriated or the security of your Nium Account or any payment card otherwise being compromised, except to the extent that such misappropriation or compromise is caused by a security breach of the Services or Nium's technology platform not caused by your acts or omissions, (B) your failure to use the Services in accordance with these Terms or (C) your fraudulent acts or omissions;
   2. Nium will not be liable for any unauthorized transaction that has been notified to Nium after the applicable Notification Deadline;
   3. Nium will not be liable for any unauthorized transaction (other than a transaction that was incorrectly executed by Nium in accordance with a valid instruction provided by you) that occurred prior to Nium being notified by you that one or more unauthorized transactions have been recorded to your Nium Account. Once the underlying issue (for example a compromise of your security credentials) causing the unauthorized transaction(s) has been resolved and Nium has advised you that you may resume using the Services, Nium will not be liable for any future unauthorized transactions unless and until you have notified Nium of the occurrence of additional unauthorized transaction(s) in accordance with this Section 7(d).
5. Reversal of refunds. If Nium refunds you for a transaction that you reported as an unauthorized transaction and Nium subsequently determines that such transaction was authorized by you or Nium was not otherwise liable to refund you for such transaction, Nium will deduct the amount refunded to you from (i) your Nium Account, or (ii) funds provided to Nium as financial assurance for your obligations under these Terms. If sufficient funds are not available in your Nium Account or otherwise available to Nium to reverse the applicable refund, you shall immediately transfer such amount to Nium upon Nium's request.

8. Direct Debit Services.

1. Direct Debit Services. If you have been notified by Nium that Direct Debit functionality has been made available to you by us, you may enable and use such function in accordance with this Section 8 and the Direct Debit Terms. 

9. Right of Audit.  

1. Audits.  
   1. If Nium reasonably suspects that there has been a breach of these Terms by the Customer, the Customer will provide Nium (or its third-party auditor) with access to the Customer’s systems and/ or records related to the Customer’s use of the Services and its compliance with these Terms and applicable laws. 
   2. If requested by a regulatory body in connection with its regulatory oversight of Nium, the Customer will provide Nium or that regulatory body (or their third-party auditors) with (A) access to the Customer’s systems and/or records related to the Customer’s use of the Services and (B) access to the Customer’s locations where it accesses the Services. 
2. Audit Costs. Where an audit is undertaken pursuant to a request by any regulatory body related to the Customer or pursuant to an event giving rise to a breach of these Terms by the Customer (including security breach), the Customer shall pay any cost and expense incurred by Nium or its Representatives with respect to such audit. 

10. Confidentiality.

1. Confidentiality Obligations. Each party will, and will cause its Representatives to, keep confidential and not use or disclose the other party’s Confidential Information except as permitted by these Terms. Each party agrees to limit access to the other party’s Confidential Information to such of its personnel, agents, subcontractors, suppliers and/or consultants, if any, who have a need to access such information in accordance with the terms of these Terms. Both parties agree that all Confidential Information is proprietary to the disclosing party and shall remain the sole property of the disclosing party. The receiving party will be liable to the disclosing party for any unauthorized disclosure by its Representatives, or by the Representatives of its affiliates.
2. Exceptions. This Section is not breached by uses or disclosures of Confidential Information that are (i) authorized in writing by the disclosing party prior to the receiving party’s use or disclosure; or (ii) required by applicable laws, or by a regulatory body (“Compelled Disclosure”) provided that, such party will use reasonable efforts to provide the other party with prior notice (to the extent legally permitted) in order to afford the other Party an opportunity to seek a protective order or otherwise challenge the Compelled Disclosure. The non-disclosing party is solely responsible for any expenses incurred in seeking to prevent a Compelled Disclosure. After provision of such legally permissible prior notice, the disclosing party will not be liable if such party complies with the disclosure after giving the other party a reasonable amount of time to respond.
3. Expiration or Termination of these Terms. Unless expressly permitted under these Terms, on expiry or termination of these Terms, at the written request of the disclosing party, all Confidential Information must either be returned to the disclosing party or destroyed by the receiving party and its Representatives no later than fifteen (15) days after the written request; provided, however, that (i) the receiving party and its Representatives, subject to the obligations of these Terms, shall not be required to destroy electronic copies of any computer records or files containing the Confidential Information which have been created pursuant to automatic archiving or back-up procedures on secured central storage servers and which cannot reasonably be deleted, and (ii) the receiving party may retain one (1) electronic copy of the Confidential Information (the “Retained Copy”), but the Retained Copy shall be accessed and used by the receiving party solely for the purposes of (A) ensuring compliance with applicable laws and record retention policies, and (B) defending or maintaining any litigation with respect to the terms of these Terms. At the request of the disclosing party, the receiving party will furnish a certificate, signed by the receiving party, certifying that any Confidential Information not returned to the disclosing party has been returned or destroyed by the receiving party in accordance with this Section 10.
4. Survival. The obligations set forth under this Section 10 will survive termination of these Terms.

11. Intellectual Property.

1. Nium's Ownership. Nium reserves all right, title and interest in and to the Services, Nium's technology and systems used to provide the Services ("Nium Technology"), and all other Intellectual Property Rights of Nium, including all improvements thereto. Other than the limited licence granted under Section 11(b), you do not acquire any rights, title or interest, express or implied, in or to the Services, the Nium Technology, or any other Intellectual Property Rights of Nium.
2. Your Licence to Use the Services. Subject to your compliance with these Terms, Nium grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services via Nium's systems solely for your internal business purposes during the term of these Terms. Except as expressly permitted by applicable laws, you must not: (i) work around any technical limitations of the Services or enable any functionality that is disabled or prohibited; (ii) reverse engineer or attempt to reverse engineer the Services or the Nium Technology; or (iii) perform or attempt to perform any actions that interfere with the normal operation of the Services or that affect the use of the Services by Nium's other Customers.
3. Nium Marks. You must not use Nium's name, logos, trademarks, service marks, trade names or other Intellectual Property Rights ("Nium Marks") in any advertising, promotional materials, public-facing communications or other materials without Nium's prior written consent. Any use of the Nium Marks permitted by Nium must be in accordance with any guidelines Nium provides from time to time. You must promptly withdraw and cease use of any Nium Marks when requested to do so by Nium. Upon termination of these Terms in accordance with Section 12, you must promptly destroy or return to Nium all materials in your possession that include any reference to Nium, the Nium Marks or the Services.

12. Suspension and Termination.

1. Your right to terminate the Services. You may terminate the Services, in whole or in part, at any time by notifying Nium.
2. Nium can suspend or terminate the Services. Nium can suspend or terminate the Services immediately, in whole or in part, at any time, for any reason, including (but not limited to) the following circumstances:
   1. if Nium has reason to suspect that you are behaving fraudulently, you are involved in any unlawful or illegal activity (for example money laundering or terrorist financing), or you are using the Services for any other unlawful purpose;
   2. if you materially breach any of these Terms and you have not corrected your breach within the timeframe Nium requested;
   3. if Nium has asked you to pay Nium money you owe and you have failed to do so;
   4. if you are subject to a petition for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, you suspend your business, or Nium reasonably believes you will be unable to meet your obligations under these Terms;
   5. if any information provided by you is false, or if you fail to provide Nium with information that Nium reasonably requests from you;
   6. if Nium has good reason to believe this is necessary for security reasons (for example any security issues affecting Nium's systems or services);
   7. if the results of any 'know your customer' or other similar checks or screenings under applicable laws or regulations conducted on you are unsatisfactory or if Nium determines that continuing any Services could cause reputational, regulatory, financial or operational harm to Nium; or
   8. if Nium believes it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.
3. Notification of reasons. Nium will notify you of the reasons for the suspension or termination, except to the extent restricted by applicable law or contract. Nium will only re-activate the Services if Nium is satisfied that the reason for suspension is no longer applicable.

13. Liability.

1. DAMAGES WAIVER. In no event will Nium have any liability:
   1. arising out of or related to these Terms or Services for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if you have been advised of the possibility of such damages or if your remedy otherwise fails of its essential purpose; and
   2. for any losses caused by any goods or services purchased or sold using any Services.
2. Nium's liability for deductions made by Nium in error. If Nium makes any deductions from (i) your Nium Account, or (ii) funds provided to Nium as financial assurance for your obligations under these Terms in error, Nium's liability to you will be limited to an obligation to refund to you the incorrectly deducted amount.
3. Your indemnity to Nium. You will, to the fullest extent permitted by applicable laws, indemnify, defend and hold harmless Nium from and against all Losses incurred in connection with any Claim brought against Nium by a third party arising out of, related to, or in connection with:
   1. your use of or access to the Services;
   2. your material breach of these Terms;
   3. your noncompliance with applicable laws;
   4. your gross negligence or intentional misconduct; or
   5. any request, instruction or information you give Nium.

      You will remain liable even after these Terms are terminated.

4. Time limit to bring claims. You must notify Nium of your intention to make a Claim against Nium within 12 months from the date of the event giving rise to your Claim (or such longer minimum period prescribed by applicable laws). If you fail to notify Nium within this time period, Nium will have no liability to you in respect of such event.
5. Liability which Nium does not exclude or limit. Nothing in these Terms excludes or limits Nium's liability for any death or personal injury caused by Nium's gross negligence, liability for fraud or fraudulent misrepresentation, or any other liability that applicable law does not allow Nium to exclude or limit.
6. DISCLAIMER OF WARRANTIES FOR SERVICES. The Services are provided "AS IS". Except as otherwise expressly provided under these Terms, Nium makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Services, including any warranty that the Services will be uninterrupted, error free or free of harmful components, or that any data or information, including your Confidential Information or data, will be secure or not otherwise lost or damaged. You acknowledge that Nium does not control or monitor the transfer of data over the internet, and that internet accessibility carries with it the risk that your privacy, Confidential Information and property may be lost or compromised. Except to the extent prohibited by applicable laws, Nium disclaims all warranties, including any implied warranties of merchantability, title, fitness for a particular purpose, non-infringement and any warranties arising from a course of dealing, usage or trade practice.
7. LIABILITY CAP. In no event shall the aggregate liability of Nium, its affiliates, and its or their representatives, arising out of or related to these Terms and the Services, exceed the lesser of (i) the total fees paid by you for the Services for the preceding twelve (12) months from the date giving rise to such Claim (or, if such event occurs within the first twelve (12) months after the Effective Date, the average monthly fees you paid for the Services during the term multiplied by twelve (12)), or (ii) USD 100,000; provided, however, that this limitation of liability shall not apply to (i) the obligations of Nium to repay your Net Available Balance in accordance with these Terms or (ii) any act of willful misconduct or fraud by Nium. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.
8. Acknowledgment. You and Nium acknowledge and agree that the damages waiver and liability cap in this Section 13 are reasonable having regard to all relevant factors, including the nature and cost of the Services provided and the allocation of risk and liability between the parties.

14. Multiple Nium Entities Providing Services.

1. Multiple entities of Nium and Services. Where there is more than one Nium entity providing Services under these Terms, each Nium entity:
   1. makes available its own Services as an independent contractor and not as a partner or jointly with another Nium entity, and shall not be liable for the Services provided by any other Nium entity, whether jointly or severally; and
   2. shall not require the consent, agreement or participation of any other Nium entity to (A) vary the terms or its rights or obligations under these Terms or its own Services; or (B) exercise or enforce its rights under these Terms or the relevant Services.
2. Any Nium entity may suspend or terminate any Services, in whole or in part, in accordance with these Terms. Any suspension or termination shall affect only such portion of these Terms related to the Services under suspension or termination, and shall not suspend, terminate, affect, impair, invalidate or render unenforceable any other provisions in these Terms in connection with any other Services.

15. Miscellaneous.

1. Transfer of rights and obligations under these Terms. You are not allowed to transfer your rights or obligations under these Terms to anyone without Nium's prior written consent. Nium may transfer its rights and obligations under these Terms to another business without your consent, but Nium will notify you of such transfer. Nium may subcontract its obligations under these Terms to third parties.
2. Force Majeure. Nium will not be liable for any delay or failure to perform under these Terms due to circumstances beyond Nium's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, pandemics, epidemics, quarantines, acts of terror, strikes or other labor problems, regional shortage of adequate power or telecommunications or transportation, internet or other service disruptions involving hardware, software or power systems not within Nium's possession or reasonable control, and denial of service or other cyber-attacks.
3. Invalid provisions. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.
4. Entire agreement. These Terms set out the entire agreement between you and Nium and supersede all prior agreements and understandings, whether written or oral. Failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
5. No one else has any rights under these Terms. Except for Nium and its Representatives, these Terms are between you and Nium and no one else has any rights to rely on or enforce any of these Terms.
6. Notices, communications and complaints. All notices and communications between you and Nium will be in English or in languages as required by applicable law. If Nium needs to notify you of anything, Nium will normally communicate with you by email to your business email address or in the Nium Platform. You should send all notices, communications or complaints to Nium by email to smb-support@nium.com or via Nium’s website at https://www.nium.com/contact-us. If you are unhappy with the Services, you should submit your complaint to Nium. Nium will do its best to respond to your complaint as soon as possible or will inform you if it needs more time or more information from you to investigate your complaint. Please refer to Appendix B for any jurisdiction-specific complaint procedures and external dispute resolution options.
7. Governing Law and Jurisdiction; choice of venue. These Terms and any dispute or claim arising out of these Terms will be governed by, and interpreted in accordance with, the laws of the applicable country or state specified in Appendix B without reference to the conflicts of laws principles thereof. You agree that any dispute between you and Nium will be exclusively brought in the courts of the applicable country or state specified in Appendix B.
8. Specific Jurisdictions. Please refer to Appendix B for certain jurisdiction-specific terms and conditions.

APPENDIX A

DEFINITIONS

The following capitalized terms in the Terms shall have the following definitions:

APPENDIX B

INTERNATIONAL JURISDICTIONS ADDITIONAL TERMS AND CONDITIONS

The table below specifies for each applicable jurisdiction where the Services are provided: the Nium entity that provides the Services; the governing law for these Terms; the venue where any disputes may be brought; any specific methods for making complaints; and the error Notification Deadline.

Appendices B-1 to B-8 contain additional terms and conditions that apply to the extent that the Services are being provided in the jurisdiction specified in the appendix.

APPENDIX B-1

AUSTRALIA

The additional terms and conditions in this Appendix B-1 apply to Services provided by Nium AU in Australia.

1. Nature of the Available Balance; Bank Guarantee.

1. Nature of Available Balance. When we receive funds that are credited to the Available Balance, you acquire an interest in (or an increased interest in) a non-cash payment product (being the Nium Account). Those funds are therefore not moneys which are subject to the Customer money protections in the Corporations Act 2001 (Cth).
2. Bank Guarantee. The Available Balance is supported by a bank guarantee (the "Bank Guarantee"). The Bank Guarantee is issued by an Australian authorized deposit-taking institution (the "Issuer") in favor of Global Loan Agency Services Australia Nominees Pty Ltd (the "Trustee" or "GLAS") who holds the benefit of the Bank Guarantee on trust for our Customers, including all Customers with Available Balances. You agree to be bound by the Nium Security Trust Deed between us and GLAS dated 24 November 2023, which sets out the parties' rights and obligations with respect to the Bank Guarantee. We are required to ensure that, at any point in time, the amount of the Bank Guarantee is greater than the aggregate Available Balances of all Customers using the Services. If an insolvency event occurs with respect to Nium AU or Nium AU is found by any court or tribunal in Australia or the Australian Financial Complaints Authority ("AFCA") to be in breach of any obligation owed to you in connection with the Nium Account or Available Balance which breach is not remedied within 10 business days following receipt by us of the final non-appealable judgement or determination of the court, tribunal or AFCA, the Trustee must make a demand on the Bank Guarantee. You acknowledge that if a demand is made on the Bank Guarantee, the Trustee will apply the proceeds of the Bank Guarantee to satisfy Available Balances of affected Customers held (i) in Australian Dollars, and (ii) in any other currency, in Australian Dollars, using an exchange rate determined by the Trustee (acting reasonably). In these circumstances you can contact the Trustee at: GLAS, Level 26, 1 Bligh Street, Sydney NSW 2000 Australia (Re: NIUM); Phone: +61 2 82268728; Website: https://glas.agency/aus/ and Email: apac@glas.agency (Re: NIUM).The Bank Guarantee referenced in this Section 1 (b) has been issued with the intention of satisfying an exemption published by the Reserve Bank of Australia under section 25 of the Payment System (Regulations) Act 1998 (Cth) on 4 March 2004 (the Exemption). You acknowledge and agree that (A) if Nium AU no longer relies on the Exemption in respect of your funds, such as where Nium AU is granted an authorized deposit taking institution license, neither Nium AU nor the Trustee will be obligated to maintain the Bank Guarantee; and (B) for the purposes of establishing the Bank Guarantee arrangements, Nium AU is authorized to transfer free and clear title to all relevant balances held in the Settlement Account (or otherwise received to be credited to the Available Balance) to the Issuer, as collateral for performance of the Bank Guarantee.

APPENDIX B-2

CANADA

The additional terms and conditions in this Appendix B-2 apply to Services provided by Nium CA in Canada.

1. RPAA Trust Arrangement – Nium Client Agreement Addendum

1. Definitions

2. Trust Arrangement; Safeguarding of Funds
   1. We have established the Nium Trust for purposes of holding and safeguarding end-user funds in trust, including Client Funds. By using the Services, you intend for your Client Funds to be held in the Nium Trust in trust for your benefit and we agree to hold your Client Funds in the Nium Trust, in trust, in accordance with these Terms and the Declaration of Trust. We have been appointed as the initial Trustee of the Nium Trust. You acknowledge that we have the right to replace the Trustee with one or more successor Trustees at any time, in each case, in our sole discretion, and, except where prohibited by applicable law, without prior notice to or consent from you.
   2. Once your Client Funds are received by us and have cleared and settled and all applicable hold periods have expired, your Client Funds will be deposited and held in the Nium Trust, in trust, by the Trustee in one or more Trust Accounts with a Financial Institution designated by the Trustee in its sole discretion. The Trustee will deposit and hold your Client Funds in such Trust Account separate and apart from the Trustee's own property and our property. The Trustee will record the Client Funds beneficially owned by you in the ledger maintained by the Trustee for this purpose. Neither we nor the Trustee may use your Client Funds in the conduct of its business. Neither we nor the Trustee may loan, hypothecate, pledge, or otherwise encumber your Client Funds.
   3. Until your funds are received by us and have cleared and settled and all applicable hold periods have expired, your funds are In-Transit. In-Transit funds are not held in trust by the Trustee.
   4. Subject to any payment instructions you provide to us, you authorize us and the Trustee to: (a) transfer your Client Funds to and from Trust Accounts, and to and from our settlement accounts in our discretion without notice to you; and (b) in connection with such transfers to submit instructions and disclose your personal information (including electronic transaction information) to: (i) the Financial Institutions; (ii) third party service providers; and (iii) us and/or the Trustee, as applicable.
   5. Once you authorize a withdrawal or transfer from your Nium Account: (a) the withdrawn or transferred funds will become In-Transit funds and will no longer be Client Funds; (b) the withdrawn or transferred funds will be immediately debited from your Nium Account; and (c) you will not be able to further transact with such funds until the withdrawal or transfer transaction has been completed.
   6. You acknowledge and agree that:
      1. we are not a bank or a Financial Institution and are not itself a Canada Deposit Insurance Corporation member institution;
      2. we are not a professional trustee and funds held in a Trust Account are not eligible for Canada Deposit Insurance Corporation insurance protection at the beneficiary level; and
      3. funds In-Transit are not Trust Property, are not held in trust and are not held in a Trust Account.
   7. You also acknowledge and agree that any interest or other investment income or earnings that may be earned on the Client Funds held in a Trust Account ("Interest") are owned by us and do not form part of the Trust Property. You hereby assign, transfer and convey over to us any and all rights to such Interest and acknowledge and agree that you have received good and sufficient consideration (with nominal value) for such assignment. Neither we nor the Trustee will have any duty to invest the Client Funds other than the obligation to deposit the Client Funds into one or more Trust Accounts in accordance with Section b(ii) above.

2. Quebec Resident Consumers. The following additional terms and conditions in this Appendix B-2 apply to you if you are a Customer residing in Québec that qualifies as a “consumer” under the Consumer Protection Act (c. P-40.1) (Québec) (“CPA”). In such case, the provisions of this Appendix B-2(2) prevail over any conflicting provision in these Terms, to the extent required by the CPA:

1. Language. You have the right to receive these Terms and all related documents, communications, notices and disclosures in French. A French-language version of these Terms is available on request by you to Nium.
2. Time limits to bring claims. Section 13(d) of the Terms (requiring notification of claims within 12 months) does not apply to you. You may bring any claim against us within the time limits prescribed by the Civil Code of Québec and other Applicable Laws.

APPENDIX B-3

EUROPEAN ECONOMIC AREA (EEA)

The additional terms and conditions in this Appendix B-3 apply to Services provided by Nium LT from Lithuania in the EEA.

1. Fund Segregation and Protection by Nium LT. Where services are being provided by Nium LT you acknowledge and agree that:

1. Funds received into your Nium Account are held in accordance with applicable law. Such funds remain your property and are not available for our own use, except as permitted by applicable laws.
2. Your Nium Account is not a personal bank or deposit account, and electronic money issued by us does not constitute a deposit. You will not earn any interest on the funds held in your Nium Account.
3. Any deposit guarantee or insurance scheme does not apply to electronic money issued or to any claims arising in connection with the issuance of such electronic money.
4. We safeguard your funds using the segregation method. We shall safeguard all funds received into your Nium Account and/or in exchange for electronic money that has been issued, and shall hold such relevant funds in one or more segregated bank accounts which we hold with one or more authorised credit institutions or other permitted third parties; or invest them in low-risk assets that have been approved by the applicable regulatory authority, which are also kept in dedicated Customer accounts with financial institutions.
5. Safeguarding accounts may be pooled accounts holding funds for multiple Customers but remain separate from our own funds.
6. Funds received by us for you will be safeguarded and allocated to your account as soon as practicable and, in any event, by the end of the Business Day following receipt, in accordance with applicable laws. Your ability to use funds may be subject to the completion of safeguarding, reconciliation and operational processes, and applicable cut-off times. For the purposes of this sub-section, the end of business day means 16:00 CET on a day that is not a weekend or public holiday in the country where we are located.
7. If we receive funds that cannot be immediately allocated to your account (for example due to missing or incorrect information), we will hold such funds in accordance with applicable law until we have identified the correct recipient.
8. In the event of our insolvency, an insolvency practitioner would handle the process and, once any costs related to the insolvency are paid out, you would be paid from the pooled safeguarded accounts before other creditors, subject to any potential proportionate share of any shortfall, in accordance with applicable insolvency laws.

APPENDIX B-4

HONG KONG

The additional terms and conditions in this Appendix B-4 apply to Services provided by Nium HK in Hong Kong.

1. No stored value facility. The Pay Out Service and/or the Pay In Service do not constitute a stored value facility. All funds received by us pursuant to the Pay In Service are held by us at your instruction pending your Pay Out instruction.
2. Customer Bank Account. You shall open a bank account denominated in USD or HKD with a licensed financial institution in Hong Kong ("Customer Bank Account") and shall maintain such bank account for (i) as long as you are receiving the Services from us, and (ii) such period as may be required after cessation of the Services.
3. Customer Bank Account Details. You must ensure that details of the Customer Bank Account are correct and complete and shall notify us in advance of any change to the Customer Bank Account. Until we have been notified of such change and have had a reasonable opportunity to act on it, we shall be entitled to process any Pay Out instruction to the existing Customer Bank Account. We are not liable for any Losses arising from any Pay Out instruction due to incorrect or incomplete details provided by you or if you fail to inform us in advance of any change to the Customer Bank Account.
4. Automatic transfer of funds received by us. If you have not submitted any Pay Out instruction to us for processing for a period of thirty (30) consecutive days or more, all funds received by us on your behalf for the purpose of the Pay Out Service for the past thirty (30) days (net of applicable fees, bank charges and taxes) will automatically be paid out by us to the Customer Bank Account on the day that falls on the 30th day from the date that the last instruction for a Pay Out was submitted by you to us ("Automatic Sweep"). We are not liable to you or any third party for any Losses suffered by you or any third party arising from or in connection with the Automatic Sweep. Please note that any funds sweeping is subject to due diligence checks and we are not required to sweep any funds to you if (i) the result of a due diligence check is unsatisfactory, (ii) we are prohibited by an order or directive of an applicable regulator, or (iii) doing so might otherwise put us in violation of applicable laws.
5. Failed Automatic Sweep. If we are unable to perform the Automatic Sweep for reasons other than those stated in Section 4 above, you authorize and instruct us to maintain the funds on your behalf pending further instruction from you.

APPENDIX B-5

NEW ZEALAND

The additional terms and conditions in this Appendix B-5 apply to Services provided by Nium NZ in New Zealand.

1. Nium Account; Nature of the Available Balance. When we receive funds that are credited to the Available Balance, those funds are not moneys which are subject to the client money protections in the Financial Markets Conduct Act 2013. You acknowledge and agree and shall ensure that any Payer is aware and understands that the funds transferred by you or a Payer and credited into the Settlement Account, are held by us on bare trust for you. Any funds in the Settlement Account are kept separate from funds used to operate Nium NZ’s business.
2. Our Rights to Suspend or Terminate the Services. In addition to our rights under Section 12 of the General Terms, we can suspend or terminate the Services immediately, in whole or in part, at any time, for any reason, including but not limited to, the following: you are subject to the appointment of a voluntary administrator, a receiver and manager or a statutory manager (including being subject to a recommendation by the New Zealand Financial Markets Authority) or you are declared a corporation at risk under the Corporations (Investigations and Management) Act 1989.
3. Consumer Guarantees Act. The Customer confirms it is 'in trade' within the meaning of the Consumer Guarantees Act 1993, and the Services are supplied to the Customer in trade for a business purpose. The provisions of that Act are excluded to the fullest extent permitted by law and will not apply.

APPENDIX B-6

SINGAPORE

The additional terms and conditions in this Appendix B-6 apply to Services provided by Nium SG in Singapore.

1. Safeguarding of Customer funds. The Available Balance will be safeguarded by Nium SG in Settlement Account(s) in accordance with the Payment Services Act 2019, which ensures that such funds are segregated from our operating funds and held safely. You acknowledge and agree that the Settlement Account(s) may contain funds which Nium SG receives from Nium SG's other Customers.

APPENDIX B-7

UNITED KINGDOM

The additional terms and conditions in this Appendix B-7 apply to Services provided by Nium Fintech Limited (NFL) in the United Kingdom.

1. Funds Type and Protection. You acknowledge and agree that:

1. Funds received into your Nium Account are held as "relevant funds" in accordance with the Financial Conduct Authority Customer Assets Sourcebook (CASS 15). Such funds remain your property and are not available for our own use, except as permitted by applicable law.
2. Your Nium Account is not a personal bank or deposit account, and electronic money issued by us does not constitute a deposit. You will not earn any interest on the funds held in your Nium Account.
3. The UK Financial Services Compensation Scheme (and any other equivalent scheme in any other jurisdiction) does not apply to the funds in your Nium Account.
4. We safeguard your funds using the segregation method. We shall safeguard all funds received into your Nium Account and/or in exchange for electronic money that has been issued, and shall hold relevant funds corresponding to electronic money in one or more segregated bank accounts which we hold with one or more authorised credit institutions or other permitted third parties; or invest them in low-risk assets that have been approved by the Financial Conduct Authority, which are also kept in dedicated Customer accounts with financial institutions.
5. Safeguarding accounts may be pooled accounts holding funds for multiple Customers but remain separate from our own funds.
6. Funds received by us for you will be safeguarded and allocated to your account as soon as practicable and, in any event, by the end of the Business Day following receipt, in accordance with applicable law. Your ability to use funds may be subject to the completion of safeguarding, reconciliation and operational processes, and applicable cut-off times. For the purposes of this sub-section, the end of business day means 16:00 (UK time) on a day that is not a weekend or public holiday in the UK.
7. If we receive funds that cannot be immediately allocated to your account (for example due to missing or incorrect information), we will hold such funds in accordance with applicable law until we have identified the correct recipient.
8. In the event of our insolvency, an insolvency practitioner would handle the process and once any costs related to the insolvency are paid out, you will be paid from the pooled safeguarded accounts, subject to any potential proportionate share of any shortfall, in accordance with applicable insolvency laws.

2. Small Charities and Micro-Enterprise Terms and Conditions in the United Kingdom. These additional terms and conditions apply to Customers that are Small Charities or Micro-Enterprises (as defined below) that are receiving Services in the United Kingdom ("UK").

1. Definitions.

1. A "Small Charity" is a charity in the UK with an annual income of less than GBP 1 million.
2. A "Micro-Enterprise" is an enterprise (in whatever legal form, including self-employed individuals, family businesses, partnerships or associations engaged in an economic activity) that (1) has a turnover or annual balance sheet not exceeding EUR 2 million; and (2) employs fewer than 10 people.

2. Unauthorized or incorrectly executed transactions.
   1. You must promptly notify us in writing as soon as you become aware of any unauthorized or incorrectly executed transactions, and in any event, before the end of the Error Notification Deadline.
3. Liability for unauthorized transactions.

1. You will be liable for the first GBP 35 of any unauthorized transactions arising from the use of a lost or stolen payment instrument, or from the misappropriation of a payment instrument.
2. Provided that (A) you have notified us of the unauthorized transaction prior to the Error Notification Deadline; (B) you have not acted fraudulently; (C) you have not deliberately or with gross negligence compromised the security of your Nium Account or payment card; (D) you have not failed to notify us of any security issues with your Nium Account or payment card; (E) you have used the Services in accordance with these Terms, we will refund you for the amount of any such unauthorized transaction to the extent that it exceeds GBP 35. However, we will refund you the full amount of any such unauthorized transaction if: (1) it was not possible for you to detect the misappropriation, Loss or theft of your payment instrument before the payment was made (unless you acted fraudulently); (2) the Loss was caused by our employee or any entity that processed the payment on our behalf; (3) the unauthorized transaction occurred after you notified us that your payment instrument had been misappropriated or lost or stolen; (4) we have not provided you with a means to notify us of the Loss or theft of your security credentials or that your Nium Account or payment card have been compromised; or (5) we have not applied authentication requirements to the transaction when we are legally obliged to do so.
3. For any portion of any unauthorized transaction that we are required to refund you under Section 2(c)(ii) above, we will normally refund to you by the end of the next business day following the date of your notification. We will also refund any transaction fees or charges deducted by us in connection with such unauthorized transaction, so that your Available Balance is to the extent possible returned to the same state that it would have been had the unauthorized transaction not occurred (less any portion of the unauthorized transaction that you are liable for). Any refund received by you is your only remedy and we will not be liable to you for any other Losses you suffer as a result of such unauthorized transaction.

4. Authorized Push Payment Fraud.

1. An Authorized Push Payment ("APP") scam is a type of fraudulent activity where you have been deceived into transferring money to a fraudster via Faster Payments or CHAPS in the UK. We may refuse to make a payment requested by you if we think the payment may be connected to an APP scam.
2. You are required to carefully read any warnings we may give you about fraud and scams. This is particularly important when you are setting up a new payee or changing a payee's details.
3. If you think you are the victim of an APP scam, you must tell us as soon as possible and no later than 13 months from the payment date. We will assess your claim on a case-by-case basis, and you may be eligible for a refund in accordance with applicable law. For more information on how we treat APP scam claims, please refer to our website.

5. Refunds Due to Incorrectly Executed Transactions.
   1. Subject to Section 2(b)(i) above, if we process your payment incorrectly (for example, because the payment was not sent to the account to which you instructed us to send payment, or because it was processed late due to our error) we will refund the payment amount including all fees deducted by us, using the same method through which you funded the payment transaction, without undue delay. If you made a mistake and provided us with the incorrect information to process the payment transaction, we will use reasonable efforts to help correct the problem (which may mean getting your money back) but we may charge you for our costs of doing so.
6. Reversal of refunds.
   1. If we refund you for a transaction that you reported as an unauthorized or incorrectly executed transaction and we subsequently determine that such transaction was authorized by you, was correctly executed by us or we were not otherwise liable to refund you for such transaction in accordance with this Section 2(c) and 2(e), we will deduct the amount refunded to you from (i) your Nium Account, or (ii) funds provided to us as financial assurance for your obligations under these Terms. If there are not sufficient funds in your Nium Account or otherwise available to us to reverse the applicable refund, you shall immediately transfer such amount to us upon our request. We will comply with applicable laws and regulations, including providing you with any applicable evidence, in exercising our rights under this Section 2(f).
7. Ending These Terms. If we terminate any part of these Terms in accordance with Section 12, we will tell you by email to your business email address or by post to your business address, as provided by you. We will give you at least 90 days’ notice before ending these Terms. We may not give you notice in circumstances permitted by applicable law, for example where you have materially breached any of these Terms or we have reason to suspect you are behaving fraudulently or criminally.

APPENDIX B-8

UNITED STATES

The additional terms and conditions in this Appendix B-8 apply to Services provided by Nium US in the United States.

1. Definitions

1. "Payment Service Bank" means CRB or CFSB (each defined below); each a "Payment Service Bank".
2. "US Payment Services" means any Services provided by the Payment Service Bank in connection with its provision of the Settlement Accounts, Nium Accounts, Pay In Service and Pay Out Service.

2. Payment Service Banks

Nium US works with the Payment Service Banks listed below to provide the US Payment Services. Nium will notify you regarding which Payment Service Bank is providing the US Payment Services to you.

1. Cross River Bank – a New Jersey state-chartered commercial bank and member of the Federal Deposit Insurance Corporation (FDIC) ("CRB").
2. Community Federal Savings Bank – a federal savings bank chartered in the United States ("CFSB").

3. Binding Arbitration; Waiver of Jury Trial

1. Binding Arbitration. Solely with respect to any dispute between the Customer and Nium US,

1. any disputes or claims (except for a dispute principally related to either party's intellectual property rights, which will be resolved in litigation before state or federal courts located in San Francisco, California) shall be resolved by arbitration conducted in accordance with the rules of the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, currently available at https://www.adr.org/rules-forms-and-fees/commercial/, as such rules may be revised by the AAA, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. The arbitral tribunal shall consist of a single arbitrator. The party initiating the arbitration proceeding shall, in the notice of arbitration, nominate an arbitrator duly qualified to preside, and if the other party does not object to the nominated arbitrator, such arbitrator shall preside. If the other party objects by giving written notice to the party initiating the arbitration, and if the parties do not agree on an arbitrator within ten (10) calendar days of such notice of objection, then a qualified arbitrator shall be appointed by the AAA. "Qualified" for purposes of this Section 3(a)(i) means a person licensed to practice law in a U.S. jurisdiction, with experience advising financial institutions or arbitrating disputes involving financial institutions, and with expertise in financial services laws and regulations. The place of arbitration shall be in San Francisco, California, unless the parties agree to another location, and all proceedings and written submissions shall be in English. The arbitration award shall be final and binding. The parties waive any right to appeal the arbitration award, to the extent a right to appeal may be lawfully waived.
2. Each party retains the right to seek judicial assistance: (A) to compel arbitration, (B) to seek temporary injunctive relief in any court with jurisdiction over the party against which the relief is sought (with such relief to extend only until the propriety of permanent relief can be decided by the arbitrator), (C) to obtain other interim measures of protection prior to or pending arbitration, and (D) to enforce any decision of the arbitrator, including the final award. Judicial assistance pursuant to this Section 3(a)(ii) may be sought in and of the state or federal courts located in San Francisco, California (and for purposes of subsections (B) and (C), exclusively in such courts), and the parties submit to the jurisdiction thereof. Injunctive relief shall be granted without the requirement of posting a bond.
3. The parties acknowledge and agree that these Terms evidence a transaction involving interstate commerce and will be governed by the Federal Arbitration Act (9 U.S.C. 1-16).
4. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation.
5. Subject to the exclusions, disclaimers and limitations of liability set forth in these Terms (including those set forth in Section 13 of the General Terms), the arbitrator may award damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of these Terms. The arbitrator shall issue to the parties a reasoned and written decision with respect to the dispute. Judgment upon the arbitrator's award may be entered in any court having jurisdiction.
6. The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator's decision, except (A) as necessary to prepare for and conduct the arbitration hearing on the merits, (B) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator's decision or its enforcement, (C) as disclosed in confidence to their respective attorneys, accountants and other professional advisors that are subject to a duty of confidentiality, or (D) as otherwise required by law or court order.

2. Waiver of Jury Trial. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party hereby waives trial by jury in any court action or proceeding to which they may be parties, arising out of, in connection with or in any way pertaining to, these Terms.

4. Services Offered by Nium US.

1. Payment Service Bank. You understand and agree to the following with respect to Settlement Accounts that are located in the United States and any Nium Accounts, Pay In Services and Pay Out Services that are offered by Nium US to you:
   1. Nium US does not offer Nium Accounts, Pay In Services or Pay Out Services in the United States as a licensed money transmitter. Instead, Nium US provides you access to the US Payment Services under a program sponsored by the Payment Service Bank, to which Nium US is a service provider.
   2. Nium US operates a software and services platform that permits you to utilize Nium Accounts, Pay In Services and Pay Out Services provided by the Payment Service Bank.
   3. The Payment Service Bank will have sole custody over the funds in the Settlement Account, and will perform all US Payment Services. The Payment Service Bank, with respect to its performance of US Payment Services, will have the same rights as Nium that are set forth in these Terms, with respect to (A) funds held in the Settlement Account and (B) the provision of the Nium Accounts, Pay In Services or Pay Out Services.
   4. The Customer's use of the US Payment Services is subject to the additional terms and conditions of the Payment Service Bank, as provided by Nium US in writing from time to time (the "US Payment Services Terms"). The US Payment Services Terms may be amended by the Payment Service Bank at any time and in its sole discretion.
      1. If the US Payment Services are provided by CRB, the CRB Payment Services Terms located at https://www.nium.com/legal/crb-terms govern the US Payment Services.
      2. If the US Payment Services are provided by CFSB, the CFSB Payment Services Terms located at https://www.nium.com/legal/cfsb-terms govern the US Payment Services.
2. UCC Article 4A Disclosure. If Nium permits you to credit a Nium Account ("credit entry"), the credit entry may be transmitted through the ACH network. Your rights or obligations, as an originator, concerning the credit entry are governed by and construed in accordance with the laws of the State of New York, unless you and the originating depository institution have agreed that the laws of another jurisdiction govern your respective rights and obligations. Credit given by the receiving depository financial institution ("RDFI") to the receiver for the entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or through a funds transfer system in accordance with Section 4A-403(a) of UCC Article 4A. If the RDFI does not receive such payment for the entry, the RDFI is entitled to a refund from the receiver in the amount of the credit to the receiver's account, and the originator will not be considered to have paid the amount of the credit entry to the receiver.
3. Additional Termination Right of Nium US. In addition to the rights of termination set forth in Section 12 of the General Terms, we may immediately terminate the Services, at any time, in the event that the Payment Service Bank has, in its sole discretion, terminated your use of any of the US Payment Services.