Verify Terms of Service

Thank you for using Nium!

1. WHO ARE WE?

1.1. Parties to the Terms. These Terms and Condition for Business Customers (“Terms”) are between your Organisation (“Customer”, or “you”) and NIUM, Inc., a Delaware corporation (file number 5702837) (“Nium”), with a principal office address at 85 Second Street, Fl. 2, San Francisco, California 94105. Nium operates the Verify Service. You may access and use the Verify Service offered by Nium strictly in accordance with this Agreement. The provisions of this Agreement are as follows. Nium is referred to as “we, our, us”.

2. WHY HAVE YOU RECEIVED THESE TERMS?

2.1. You Applied for the Verify Service. You have received these Terms because you have signed up for the Verify Service. Subject to payment of fees and these Terms, Nium will provide a hosted account verification service and any documentation related to such service, including any upgrades, modified versions, bug fixes, or updates to such service, that allows Customer to check account details and names of End User(s) before initiating or collecting a payment (the “Verify Service”). “End User” means the individual or business that your customer or prospective customer and the account holder whose details are being verified by you using the Verify Service.

2.2. Use of Verify Service Constitutes Your Agreement to these Terms. You are deemed to have consented to these Terms once you use the Verify Service. These Terms describe how you may use the Verify Service via the Platform. The Platform Provider will determine which services may be offered to you by Nium via the Platform.

2.3. Use of Verify Service Is Facilitated by the Platform Provider. Your use of the Verify Service is facilitated by a website, software and technology platform, or mobile software application (“Platform”) developed and operated by a third-party platform provider with which you have a separate and independent agreement (“Platform Provider”). Please see Clause 4 below for more information regarding the Platform Provider and your use of the Platform.

2.4. Authority to Agree to These Terms on behalf of the Organization. By using the Verify Service, which constitutes acceptance of these Terms on behalf of the organization you represent (“Organization”), you confirm that you have appropriate authority to enter into an agreement with us on these Terms and bind the Organization to these Terms. If you do not have appropriate authority, you will become personally liable for compliance with these terms. You must ensure that any person who will be permitted to use the Verify Service complies with these Terms.

3. WHY IS IT IMPORTANT FOR YOU TO READ THESE TERMS?

3.1. Please Read these Terms Carefully. These Terms set out the terms and conditions on which we provide the Verify Service to you, what your obligations are in respect of the Verify Service, how you should use the Verify Service and other important information. They also inform you what to do if there is a problem, what our responsibilities are and how the Terms may be terminated. We recommend that you save a copy of these Terms. These Terms apply only to the Verify Service which you have applied for through the Platform Provider and which are approved by us.

3.2. Updates to these Terms. We reserve the right to change these Terms from time to time. We will only make changes to these Terms that are necessary to: (a) comply with applicable laws and regulations, (b) comply with applicable payment network rules, or (c) permit you to use new product capabilities offered by Nium. If we need to make any changes to these Terms we will ask the Platform Provider to publish a revised version of the Terms on the Platform at least 60 days before we implement the changes. If it is not possible for us to give you at least 60 days’ notice in advance (for example if there are urgent legislative changes), the notice period may be shorter, but we will do our best to give you as much notice as possible (“Change Notice”). If we need to introduce changes that are less favourable to you than the Terms to which you agreed when you applied for the Verify Service, and you do not agree to such new Terms, you can notify us (usually via the Platform, but you can also contact the Platform Provider or us directly) that you reject the proposed new Terms before the expiry of the Change Notice, i.e. before the date when we propose to implement the new Terms. Your rejection will mean that you wish to terminate these Terms and the Verify Service. You will not be charged anything by us for terminating these Terms in these circumstances. If we do not hear from you before such date, we will assume that you have accepted the changes, and you will be deemed to have accepted the new Terms.

3.3. Privacy Notice. We will collect some personal data about you, as the user of the Verify Service. For information regarding how we process personal data, please see our Privacy Policy at www.nium.com/privacy/privacy-policy. 

4. THE PLATFORM AND OUR SERVICES

4.1. Relationship with Platform Provider. The Platform Provider is your primary point of contact. If you have any questions or issues related to the Verify Service, you should initially direct your queries to the Platform Provider, by such means as the Platform Provider makes available to you (for example email, in-Platform chat or telephone).

4.2. Transmission of Information from Platform Provider. By applying for the Verify Service, you confirm that you have provided your authorisation and consent to the Platform Provider to do any of the following:

1. collect and pass on to us all information, communications and instructions submitted by you in connection with the Verify Service. This includes information, communications and instructions submitted by any means accepted by the Platform Provider, for example in-Platform chat, telephone or email. We will rely on and will be entitled to act on any such information, communications and instructions received by us from the Platform Provider, as if the information, communications and instructions were given to us directly by you. Please note that we are not required to check the accuracy of any such information, communications and/or instructions;
2. receive all information, communications, instructions provided by us in connection with the Verify Service. We are entitled to rely on the Platform Provider to transmit such information, communications and instructions. We are not required to check that such information, communication or instructions have indeed been transmitted to you. We will not be liable to you for any losses caused to you if the Platform Provider subsequently fails to, or delays to, communicate such information, communications or instructions to you; and
3. access, manage, deal with any account you maintain with us or use any information (whether received from us or not) in relation to such account in such manner as mutually agreed between you and the Platform Provider. We are not responsible to you for any losses suffered by you as a result of the Platform Provider performing such activities on your behalf.

The authorisation and consent in this Clause 4.2, remains valid and binding on you for as long as you continue to use the Verify Service.

4.3. You Are Responsible for Checking the Completeness and Accuracy of All Information, Communications and Instructions. You must ensure that all information, communications and instructions submitted to the Platform Provider, via the Platform or by any other means is complete and accurate. Failure to provide complete information may cause delays, for example, we may be unable to process your instructions. If you notice any error in any information, communication or instruction provided to us via the Platform Provider, you must correct it as soon as possible via the Platform or by contacting the Platform Provider. We will not be responsible, and will not compensate you, if you suffer any losses as a result of incomplete or inaccurate information provided to us (whether directly by you or via the Platform Provider), or as a result of any delays caused by any errors, inaccuracies or late submissions of any instructions or requests by you.

5. ELIGIBILITY

5.1. We Will Carry Out Customer Identification and Verification Checks. We are required by law to carry out certain checks on all customers before we agree to provide Verify Service. We may ask you to provide us with certain information and documentation to enable us to carry out our checks, for example to verify your identity, details of the Customer you represent and its financial standing, and we 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 our requests for information or documentation may result in the denial of your application for the Verify Service or suspension or termination of the Verify Service.

5.2. Keeping Us Updated. It is very important to keep us updated about any changes to the information provided as part of your application for the Verify Service and any information and documentation submitted to us. It includes information about any sanctions applicable to you, or any other circumstances which would make your use of the Verify Service illegal. You must inform us promptly about any changes to your circumstances affecting your eligibility for the Verify Service and/or your ability to comply with these Terms.

5.3. We Will have the Right to Refuse Any Application. We will have the right to refuse any application. We have the right to refuse any application for the Verify Service at any time (including where we are required to do so under any applicable law, regulation or guidance). We shall, to the extent permitted by applicable laws and practicable, inform you about the reason of any such refusal.

6. VERIFY SERVICE

6.1. Verify Service Terms. The following terms apply to your use of the Verify Service:

1. Licence. Nium hereby grants to you a limited, non-exclusive, non-sublicensable (other than to third-parties authorized to act on your behalf), and non-transferrable license to: (i) use the Verify Service in accordance with the documentation (and subject to any other guidelines relating to the Verify Service as may be provided by Nium from time to time) solely for your own business purposes, and (ii) make a limited number of copies of the documentation for internal use and only as necessary to support your use of the Verify Service, provided that all copies retain Nium’s original proprietary legends and logos.
2. Your Obligations. You shall comply with all applicable laws, including those applicable to sharing and processing of Customer Data via the Verify Service. You represent and warrant that you have obtained any and all applicable and necessary authorizations and consents and provided all necessary notices to share and process the Customer Data in connection with the use of the Verify Service. Further, you agree that your use of the Verify Service, including the provision and processing of any Customer Data in connection with the use of the Verify Service, shall be subject to our Privacy Policy. You are responsible for the accuracy, quality, and integrity of Customer Data provided in connection with the use of the Verify Service. Nium shall not be responsible for or undertake to verify the accuracy or completeness of the Customer Data. For the purpose of this section, “Customer Data” means any electronic data and information submitted by you in the course of accessing and using the Verify Service, which for the avoidance of doubt may include personal data.
3. Customer Acknowledgement. You acknowledge and agree that: 
   1. We  are not facilitating the provision of any kind of consolidated account information service (which may be regulated in certain countries where you are receiving the Verify Service);
   2. We do not provide credit information services and/or credit references pursuant to regulations 89A and 89B of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, nor are we a “consumer reporting agency” or a “furnisher” of information to consumer reporting agencies, and the Verify Service is not a “consumer report,” as those terms are defined in the Fair Credit Reporting Act (“FCRA”), 15 USC 1681 et seq., its implementing regulations, and relevant state consumer reporting laws and regulations. The Verify Service may not be used in whole or in part as a factor in determining a consumer's eligibility for credit, insurance, employment, or any other permissible purpose under the FCRA; and any information about an End User disclosed to the Customer in connection with the Verify Service does not result in us providing credit information services or credit references pursuant to applicable law; and
   3. our provision of the Verify Service (a) does not constitute a regulated activity and (b) is completely separate and independent of any regulated payment services that you may receive from time to time from us or our affiliates.
    
4. Customer Representations and Warranties. You represent and warrant that: 
   1. You will only use the Verify Service (including End User information derived therefrom) to verify the End User’s account details and for no other purpose, including to provide the End User with consolidated payment account information.
   2. You will not and will not permit or enable any third party to: (i) use the Verify Service (including End User information derived therefrom) in order to provide credit information services and/or credit references pursuant to applicable laws; or (ii) otherwise use the Verify Service and End User information such that they would be deemed to be providing credit information services and/or credit references under applicable laws, unless you or any relevant third party holds the requisite authorization pursuant to applicable laws to provide credit information services and/or credit references.
    

7. REPRESENTATIVES

7.1. The Customer Is Solely Responsible for All Acts and Omissions of its Representatives. You are solely responsible for (i) all acts or omission of your Representatives, whether authorised by you or not. We are under no obligation to check the authenticity or accuracy of any instructions or data received, or purportedly received, from a Representative. We will not be liable for any losses incurred or suffered by you or any person as a result of acting on an instruction, information or communication, received, or purportedly received, from a Representative.

7.2. Customer’s Responsibility to Inform Platform Provider or Us of Any Change in Its Representatives. You are solely responsible for notifying the Platform Provider, or failing which, us of any change in your Representative or any information relating to a Representative. We are entitled to rely upon the instruction, information or communication provided by a Representative until such time we have been notified of the change in writing and we have had a reasonable time to act upon the notification.

8. FEES

8.1. What Fees Apply to Your Use of the Verify Service? The fees that apply to the Verify Service will be displayed on the Platform or otherwise communicated to you by the Platform Provider and are incorporated and form part of these Terms. The Platform Provider will collect payment of fees from you for your use of the Verify Service.

9. SECURITY

9.1. You Must Keep Your Security Credentials Safe. You must ensure that the Platform can only be accessed by you and all devices used by you to access the Platform are appropriately protected from access by any unauthorised persons. We do not recommend writing down or storing any security credentials, or any login details to the Platform. However, if you have to store such details somewhere, you should use secure and safe storage solutions.

10. CONFIDENTIALITY

10.1. 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 unauthorised disclosure by its Representatives, or by the Representatives of its Affiliates.

10.2. Exceptions. This Clause is not breached by uses or disclosures of Confidential Information that are (i) authorised 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.

10.3. 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 Clause 10.

10.4. Survival. The obligations set forth under this Clause 10 will survive termination of these Terms.

11. CANCELLATION RIGHTS

11.1. Your Rights to Terminate the Verify Service. You may terminate the Verify Service, in whole or in part, at any time by notifying the Platform Provider. You may also suspend or terminate any Representative’s ability to access or use the Verify Service, in whole or in part, by notifying the Platform Provider.

12. OUR RIGHTS TO SUSPEND OR TERMINATE THE VERIFY SERVICE

12.1. We Can Suspend or Terminate the Verify Service. We can suspend or terminate the Verify Service, in whole or in part, at any time, in the following circumstances:

1. if we have 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 Verify Service for any other unlawful purpose;
2. if you breach any of these Terms and you have not corrected your breach within the timeframe we requested;
3. our agreement with the Platform Provider has been suspended or terminated or your access to the Platform is suspended or terminated by the Platform Provider;
4. if we have asked you to pay us money you owe us under these Terms and you have failed to do so;
5. 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, in our opinion, your financial position deteriorates or we reasonably believe you will be unable to meet your obligations under these Terms;
6. if any information provided by you (or someone on your behalf) is false, or if you fail to provide us with information that we reasonably request from you;
7. if we have good reason to believe this is necessary for security reasons (for example any security issues affecting the Platform Provider);
8. 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 we determine that continuing the Verify Service could cause reputational, regulatory, financial or operational harm to us; or
9. if we believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.

12.2. We Will Notify the Platform Provider of the Reasons for the Suspension or Termination. If we suspend or terminate the Verify Service, we will notify the Platform Provider of the reason(s), as permitted under applicable laws. We will only re-activate the Verify Service if we are satisfied that the reason(s) for suspension is/are no longer applicable.

12.3. Termination upon Termination or Expiration of your Platform Provider Agreement. These Terms and the Verify Service will automatically terminate upon the termination or expiry your agreement with the Platform Provider.

12.4. Effects of Termination of these Terms. These Terms are separate to and independent of the agreement you have with the Platform Provider. Any suspension of the Verify Service or termination of these Terms for any reason shall not affect your agreement with the Platform Provider.

13. LIABILITY

13.1. When We will Not Be Liable to You. We will not be liable to you for any loss or damage which:

1. arises out of or is related to these Terms or the Verify Service 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 or we have been advised of the possibility of such damages or if your remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by applicable laws;
2. was not caused by our breach of these Terms or our failure to use reasonable skill and care;
3. was caused by events outside of our control (or the control of our agents or subcontractors) which we could not have avoided (for example natural disasters, civil unrest, pandemics or other force majeure events);
4. was caused by your breach of these Terms or any laws or regulations; or
5. was caused by any third parties including the Platform Provider (unless we are contractually responsible for the actions of such third parties).

13.2. Your Indemnity to Us. You will, to the fullest extent permitted by applicable laws, indemnify, defend and hold harmless us and our affiliates, subcontractors and our and their Representatives (each a “Nium Party”) from and against all losses (including any expenses and costs incurred by us, such as legal fees) incurred in connection with any claim arising out of, related to, or in connection with:

1. your breach of your representations, warranties or obligations under these Terms;
2. us acting on your instructions to use or access to the Verify Service,
3. your noncompliance with applicable laws; or
4. your gross negligence or intentional misconduct.

13.3. You will remain liable even after these Terms are terminated.

13.4. DISCLAIMER OF WARRANTIES FOR VERIFY SERVICE. The Verify Service is provided “AS IS”. Except as otherwise expressly provided under these Terms, we make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Verify Service, including any warranty that the Verify Service will be uninterrupted, error free or free of harmful components. You acknowledge that we do 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, we disclaim all warranties, including any implied warranties of merchantability, title, fitness for a particular purpose, noninfringement and any warranties arising from a course of dealing, usage or trade practice.

13.5. LIABILITY CAP. Subject to Clause 13.6:

1. Other than the Customer’s liability to indemnify Nium under Clause 13.2 (which is separately limited in sub-clause b. below), in no event shall the aggregate liability of either (A) Nium, its affiliates, and its or their Representatives, or (B) the Customer, its affiliates, and its or their Representatives, arising out of or related to these Terms and the Verify Service, exceed the lesser of (i) the total fees paid for the Verify Service 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 Verify Service during the term multiplied by twelve (12)), or (ii) USD 100,000.
2. In no event shall the aggregate liability of the Customer to indemnify Nium under Clause 13.2 exceed the greater of (i) five times the total fees paid for the Verify Service 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 Verify Service during the term multiplied by twelve (12)), or (ii) USD 500,000.
3. The foregoing limitations will apply whether an action is in contract or tort and regardless of the theory of liability.

13.6. Liability Which Is Not Excluded or Limited. Nothing in these terms excludes or limits either party’s liability for any death or personal injury caused by its gross negligence, liability for fraud or fraudulent misrepresentation, or any other liability that applicable law does not allow to be excluded or limited.

13.7. Liability for Confidentiality. We assume responsibility in full for any direct losses arising from our breach of any confidentiality or data security provisions contained in these Terms.

14. COMPLAINTS AND DISPUTES

14.1. How to Submit Complaints. If you are unhappy with the Verify Service, you should submit your complaints to the Platform Provider. The Platform Provider will communicate your complaint to us. If the complaint is not resolved to your satisfaction, you can contact us and we will do our best to respond to your complaint as soon as possible, or we will inform you if we need more time or more information from you to help us investigate your complaint.

15. GENERAL

15.1. Transfer of Rights and Obligations under these Terms. You are not allowed to transfer your rights or obligations under these Terms to anyone without our prior written consent. We may transfer our rights and obligations under these Terms to another business without your consent, but we will notify the Platform Provider. We may subcontract our obligations under these Terms to third parties.

15.2. Force Majeure. We will not be liable for any delay or failure to perform under these Terms due to circumstances beyond our 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 our possession or reasonable control, and denial of service attacks.

15.3. 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.

15.4. Entire Agreement. These Terms set out the entire agreement between us 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.

15.5. Nobody Else Has Any Rights Under these Terms. Except for the Nium Parties, these Terms are between you and us and nobody else has any rights to rely on or enforce any of these Terms.

15.6. Laws that Apply to these Terms. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflicts of laws principles. Each Party irrevocably agrees that the state and federal courts located in the State of New York shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with its these Terms. 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.

15.7. Notices and Communications. All notices and communications between you and us will be in English. If we need to notify you of anything, we will normally communicate with you through the Platform Provider. We may also use your email address or business address to send you any notifications or communications. You should send all notices or communications via Platform or contact the Platform Provider in the first instance. If you need to send a notice or communication to us directly, you can do so by email at customer.success@nium.com or via our website at https://www.nium.com/contact-us.