NIUM | Terms and Conditions

    TERMS AND CONDITIONS FOR
    BUSINESS CUSTOMERS

    Updated as at [May 2023]

  1. WHO ARE WE?

    1. Our company. We are NIUM PTE. LTD., a company registered in Singapore with company number 201422465R (we /us / our). Our registered office is at 168 Robinson Road,#18-03/04, Capital Tower, Singapore 068912.
    2. Monetary Authority of Singapore authorisation. We are authorised by the Monetary Authority of Singapore (MAS) as a major payment institution, with permission to provide certain payment services including account issuance service and e-money issuance service.
    3. Authority to agree to these terms on behalf of the Organisation. By using the Card or Pay In or Pay Out services which constitutes acceptance of these Terms on behalf of the organisation you represent (Organisation), you confirm that you have appropriate authority to enter into an agreement with us on these Terms and bind the Organisation to these Terms. If you do not have appropriate authority, you will become personally liable for compliance with these terms. In these Terms, You and the organization you represent are collectively referred to as “you” or “yours”. You must ensure that any person who will be permitted to use the Card or Pay In or Pay Out complies with these Terms.

  2. Why have you received these Terms?

    1. You applied for a debit card (Card) and Pay In and Pay Out. You have received these terms and conditions (Terms) because you have signed up for the following services (Services):
      1. a debit card (Card)
      2. receive and maintain the Available Balance (as defined below) in a Supported Currency (PayIn) in accordance with these Terms;
      3. convert the Pay In funds received by us in a currency supported by us (“Supported Currency") to another Supported Currency in accordance with these Terms; and
      4. facilitate the transfer of Available Balance to yourself or to a third party approved by us (Pay Out) in accordance with these Terms.
    2. Use of the Card or Pay In or Pay Out constitutes your agreement to these Terms. You are deemed to have consented to these Terms once You use the Card or the Pay In or Pay Out services.

  3. Why is it important for you to read these Terms?

    1. Please read these Terms carefully. These Terms set out the terms and conditions on which we provide the Services to you, what your obligations are in respect of the Services, how you should use it and other important information. They also inform you what to do if there is a problem, what our responsibilities are and how these Terms between you and us may be terminated. We recommend that you save a copy of these Terms.
    2. Updates to these Terms. We reserve the right to change these Terms from time to time. If we need to make any changes to these Terms, we will publish a revised version of these Terms on the Platform. If you do not agree to such new Terms, you can notify the Platform Provider or us directly that you reject the proposed new Terms. Your rejection will mean that you wish to terminate these Terms and the Services. You will not be charged anything for terminating these Terms in these circumstances.
    3. The Services are for business use only. You can use the Services for business purpose and as authorised by the Organisation only. You must not use the Services for personal purpose.
    4. The Services are offered by us in SingaporeThe Services are offered by us in Singapore. We do not intend to solicit, target or market the Services to any customers outside of Singapore through these Terms.
    5. Privacy Policy. We will collect some personal data about you as the user of the Services. For information regarding how we process personal data, please see our Privacy Policy https://www.nium.com/policies-and-notices

  4. THE PLATFORM AND OTHER THIRD PARTY SERVICES

    1. Use of the Services services is facilitated by the Platform. Your use of the Services is facilitated by a website, software and technology platform, or mobile software application (“Platform”) developed and operated solely by the Platform Provider. Your access and use of the Platform is subject to such separate services provided to you independently and separately by the Platform Provider (Platform Services). The Platform Provider does not act on our behalf in the provision of Platform Services to you. We are not responsible for the proper functioning of the Platform, and do not endorse the Platform and will not be responsible for any faults and failures of the Platform or for any losses that you suffer in connection with the Platform Services.
    2. Third party services offered by the Platform. We are also not involved with any other products or services offered by the Platform or the Platform Provider, for example if the Platform offers any loyalty schemes, savings or lending products. Any services or products, including any links to third party apps or websites, are arranged solely by the Platform Provider without our involvement, endorsement or recommendation. As a result, we will not be responsible for any matters related to such third party services, and we do not endorse or recommend them.
    3. No Authority to Act by Platform Provider. The Platform Partner is neither licensed to provide any payment services nor authorised to act or perform any instruction on our behalf with respect to the Services. It solely facilitates the transmission of information, communication and instruction in connection with the Services.
    4. The Platform Provider is your primary point of contact. If you have any question or issues related to the Services, 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).
    5. Authorisation granted to Platform Partner. By applying for the Services, you provide your irrevocable authorisation and consent to the Platform Provider to:
      1. collect and pass on to us all information, communications and instructions submitted by you, any payments or other transaction instructions in connection with the Services. 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. You will be bound as though such information, communication or instruction. Please note that we are not required to check their accuracy; and
      2. receive all information, communications, instructions provided by us in connection with the Services. 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 maintained 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 Partner. We are not responsible to you for any losses suffered by you as a result of the Platform Partner performing such activities on your behalf.
    6. 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, you should 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 PlatformProvider), or as a result of any delays caused by any errors, inaccuracies or late submission of any instructions or requests.
    7. We may screen instructions received from you, but we are not obliged to do so. We will have the right to screen any instructions received in respect of the Services. We may refuse to act on any instructions or request received from you. If We are allowed to do so, we will inform you of the reasons why we are unable to act on your instructions or requests.
    8. Monitor your use of the Services and keep your own records. The Platform Provider will provide you with records of transactions processed by us pursuant to the Services, whether via the Platform or by other means. You should monitor all your transactions and we recommend that you keep your own records. This will allow you to verify whether the transaction reports are accurate and enable you to inform the Platform Provider if you notice any errors. You should also enable the Platform to send you notifications of all transactions involving the Services. Please note that although transactions records pursuant to the Services are provided by us to the Platform Provider, we cannot be responsible for the accuracy of the records displayed by the Platform, unless any errors are as a result of our failure. You should report all inaccurate records or notifications of transactions to the Platform Provider no later than 7 days after any unauthorised, incorrect, disputed entry is entered on the Platform. Following the expiry of this period, any such entry will be deemed as agreed.

  5. ELIGIBILITY

    1. You and the Organisation must satisfy our eligibility criteria. You and the Organisation must meet all eligibility criteria stipulated by us and communicated to you by the Platform Provider.
    2. We will carry out checks customer identification and verification. We are required by law to carry out certain checks on all our customers before we agree to provide the Services. 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 Organisation 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 material respects and you shall not omit or withhold any information which would make such information inaccurate in any material respect. Failure to comply with our requests for information or documentation may result in the refusal of application for the Services or suspension or termination of the Services.
    3. 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 Services and any information and documentation submitted to us. It includes information about any sanctions applicable to you, the Organisation, or any other circumstances which would make your use of the Services illegal. You must inform us promptly about any changes to your or the Organisation’s circumstances affecting your eligibility for the Services and/or your ability to comply with these Terms.
    4. We will have the right to refuse any application. We have the right to refuse any application for the Card or Pay In and/or Pay Out services at anytime for any reason and without providing any reason for our refusal.

  6. FUNDING THE SERVICES

    1. Funding the Services. You will only be able to use the Card or the Pay Outservice if you have a sufficient balance of funds available in cleared funds (Available Balance). “Cleared funds” means that the funds have been unconditionally received by us and cannot be recalled by you or the payment services provider used by you to send funds to us. All funds must be paid into a bank account nominated by us, details of which will be provided to you via the Platform (or otherwise notified to you by the Platform Provider). The Available Balance must be pre-funded in a currency supported by us, which will be notified to you via the Platform (or by any other means) (Supported Currency). The funds paid to us to fund your Available Balance will be kept by us in accordance with applicable legislation, which ensure that any funds held by a major payment institution are held safely. Please note that the Singapore Deposit Insurance Scheme does not apply to the Available Balance. We are not liable to make up for any shortfall unless such shortfall is due to our gross negligence or wilful default. You acknowledge and agree that the Available Balance is not a bank deposit and no interest on the Available Balance is payable to you.
    2. Representations and Under takings. Youre present and undertake that:
      1. you own all title, rights and interest to the entire Available Balance. No person or entity other than you have any rights in relation to any Available Balance and funds received pursuant to the Pay In service;
      2. you will not assign, charge, declare trust over or transfer the benefit of all or any part of any Available Balance;
      3. you are solely responsible for the reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of all Available Balance deposited into any Nium Account. You are also responsible for any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls. You represent and warrant that You are in compliance with any applicable tax legislation and will remain compliant during the term of these Terms.
    3. Funding through the Platform Provider. The Platform Provider is not authorised to collect or receive any Available Balance on our behalf. If you choose to fund the Available Balance through the Platform Provider, you hereby confirm that you have provided your irrevocable consent and authorization to the Platform Provider to collect and fund the Available Balance on your behalf. We are not responsible for any losses suffered by you. Our responsibility to maintain and safeguard such funds only arises upon receipt of cleared funds in our bank account.

  7. THE CARD

    1. The Card is co-branded. The Card is co-branded in the brand of [Visa/MasterCard] and the Platform Provider.
    2. About the Card. The Card allows you to make payments for goods and services to persons or entities that accept [Visa/Mastercard]. You can also use it to make cash withdrawals from ATMs or other cash withdrawal providers that accept [Visa/Mastercard] outside of Singapore. The Card is a pre-funded debit card, so it will not allow you to go into overdraft and it is not a credit card.
    3. Activating your Card. As part of the activation process, you will be asked to create a PIN and/or other security credentials (for example passwords and security questions), which will be used to authorise your transactions.
    4. The Card has a validity period. The Card will be valid for the period stated on the Card. Before the expiry of the Card, you will be asked to renew it. If you do not wish to renew the card, or if you fail to renew it, the Card will expire on the date stated on the Card and you will be unable to use it.
    5. You must keep your Card and your security credentials safe. You must ensure that:
      1. you keep your Card safe from loss or theft;
      2. your PIN and any other security credentials used to authenticate Card transactions are known only to you and you do not share them with anyone;
      3. 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 unauthorized persons. We do not recommend writing down or storing your security credentials, or any login details to your Platform. However, if you have to store such details somewhere, you should not store them near to your Card and you should use secure and safe storage solutions. Revealing your security credentials to anyone, or behaving carelessly with regards to the security of your Card may result in unauthorized transactions being processed using your Card. In these circumstances we will not refund any amounts lost by you as a result of such unauthorized transactions and you will be solely responsible for them.
    6. When you must freeze your Card and notify us. You must freeze your card within the Platform and notify the Platform Provider immediately if:
      1. your Card is lost or stolen;
      2. you believe the security of the Card has been compromised (for example, if someone has gained access to your security credentials and/or the Platform);
      3. your Card is damaged or not working properly;
      4. your Card has been retained by an ATM; and/or
      5. you have identified an unauthorized transaction made using your Card. You may be asked to provide details of the issues reported by you, and any supporting documentation, such as a copy of a police report to confirm the theft of your card. If you have not frozen your card, we will suspend it after receipt of your notification.
    7. Restrictions on use of your Card. You are not allowed to use the Card to make a payment in connection with the following transactions:
      1. transactions listed in Appendix 1;
      2. any activities or transactions prohibited by any laws that apply to you (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the Singapore government, the European Union or the United Nations); and
      3. for any personal transactions.
    8. Single Transaction Limit. The Card has a single transaction limit of [SGD 25,000] (or equivalent in any other currency) – this means that you cannot spend or withdraw more than this amount for each transaction.
    9. Authorising transactions. In most cases, you will be asked to authorise your payments or cash withdrawals by entering your security credentials. Merchants who do not have a payment terminal may ask you to sign a receipt. A transaction up to a certain limit (prescribed by law from time to time) may also be authorised by tapping your Card against a contactless enabled payment terminalor reader. Using one of the accepted methods of authorisation will constitute your consent to carry out the transaction. We will not be liable to you for any losses you may suffer if you use an incorrect security credential. Please note that you will not be able to cancel any transaction once the transaction has been authorised by us, which normally happens within seconds of your authorisation of the transaction
    10. Execution of transactions. When a payment is made using your Card, we will be entitled to assume that you have consented to all transactions processed by us. We will only authorize the payment if you have sufficient Available Balance to cover the transaction (plus any applicable fees), and you have not exceeded the transaction limit set out in Section 7.8. If your transaction does not meet these criteria, we will not process it. We will also be entitled to refuse to process a transaction if:
      1. we have reasonable concerns about the security of your Card;
      2. we have reasonable suspicion that your Card is being used in a fraudulent or unauthorized manner;
      3. you owe us fees and your debt to us exceeds your Available Balance;
      4. your Available Balance is insufficient to cover the transaction;
      5. the use is inconsistent with these Terms or you are in serious breach of these Terms; or
      6. we are required to do so under any applicable law, regulation, or guidance.
    11. Transactions exceeding Available Balance. As mentioned in Section 7.10 above, we will normally reject any transaction that exceeds the Available Balance of funds. However, if any such transaction is processed by us, we will ask you to repay us all amounts exceeding the Available Balance. All such payments must be made by you immediately.
    12. Currency of transactions. The currencies supported by us is [SGD]. If we receive a payment or cash withdrawal transaction for processing in a currency which is not supported by us, we (or the ATM or cash withdrawal provider) will convert such currency into one of the currencies supported by us at the applicable exchange rates. Your Card will be debited by the amount of funds after currency conversion and any administrative costs incurred by us in connection with the conversion.
    13. Replacement Card. your Card has been lost, stolen, misappropriated or damaged, you can request a replacement Card. Please note that we will charge a fee for any replacement Card.
    14. You instruct and authorise us to receive any Pay In. You irrevocably instruct and authorise us to receive any Pay In from yourself or a third party nominated by you (“Payer”).
    15. We do not make any representations and warranties with respect to any underlying transaction. Where a Pay In arises from an underlying transaction between you and a Payer, we do not have any control of, or any liability for, such underlying transaction or any goods, products or services provided to the Payer by you. You shall inform the relevant Payer of the foregoing and further that we do not guarantee you will complete any underlying transaction made with such Payer.
    16. Restrictions on the use of Pay in and Pay Out services. You are not allowed to use the Pay In and/or Pay Out services in connection with the following transactions:
      1. the prohibited list as set out on www.nium.com ;
      2. any activities or transactions prohibited by any applicable laws;
      3. if we have reasonable suspicion that your are using Pay In and/or Pay Out services in a fraudulent or unauthorised manner;
      4. you are in breach of these Terms; or
      5. we are required to do so under any applicable law, regulation or guidance.
    17. Restrictions to the Pay In service. We are not required to provide the Pay Inservice unless:
      1. the Payer is located a jurisdiction approved by us as notified by the Platform Provider to you from time to time (“Approved Jurisdiction”);
      2. aPay In is not against any Applicable Laws or Nium’s internal compliance policy or the result of any due diligence checks or screening is satisfactory;
      3. where notified by us as a requirement for the PayIn service) we have received a Pay In instruction and the result of any checks performed on such Pay In instruction and the Payer are satisfactory;
      4. (in the event the Pay Inoriginates from the United States), the following limits have been complied with:
        1. the amount of Pay In has not exceeded the single limit of USD 6 million;
        2. the total amount of Pay In received by us on your behalf in a year has not exceeded USD 12 million.
    18. Additional Requirements with respect to Pay In Originating from Japan. Where a PayIn originates from Japan, you:
      1. irrevocably authorise and consent to us receiving the Pay In on your behalf via our affiliate, Nium Japan Kabushiki Kaisha (“Nium Japan”) as part of the collection agency services (Shūnō Daikō);
      2. irrevocably agree and accept that upon Nium Japan’s receipt of such Pay In from a Payer, such Payer’s obligation to pay you shall be satisfied in full and any claim you have against such Payer will be extinguished
      3. will make it clear in the agreement between you and the Payer that (A) Nium Japanacts as a collection agent, and (B) a Payer’s obligation to pay you shall be satisfied in full and any claim you have against such Payer will be extinguished upon Nium Japan’s receipt of the relevant Pay In from such Payer;
      4. shall deliver the applicable goods and/or services to such Payer and shall not use the Pay In service to receive funds unrelated to goods and/or services provided by you;
      5. shall provide us with relevant documents which establish the commercial relationship between you and the Payer, and the Pay In relates to goods or services supplied by the you; and
      6. acknowledge and agree that:
        1. NIUM Japan shall not be deemed to be providing Pay In Service to you by virtue of it receiving a Pay In on behalf of Nium and owes no obligation or liability to you under these Terms. You do not have any right to enforce the terms of these Terms against Nium Japan. In the event that Nium Japan suffers any losses due to your acts or omissions or any Payer, such losses shall be treated as if suffered by us and we shall be entitled to seek remedy directly from you; and
        2. neither us nor Nium Japan engages in any service that is considered to be “funds transfer transaction” (kawasetorihiki) as defined in the Banking Act of Japan (Law No.59 of 1981, as amended) and the Payment Services Act of Japan (Law No. 59 of2009, as amended).
    19. Additional Requirements with respect to Pay In Originating from India. Where a PayIn originates from India, you:
      1. represent and warrant that you are a merchant offering digital content or services or online travel services, as applicable;
      2. irrevocably appoints a Group Entity of Nium, Nium India Pvt Ltd (“Nium India”) as its collection agent to receive a Pay In from the relevant Buyer and remit such Pay Ins received to Nium (minus all amounts which Nium India is entitled to deduct including:
        1. any amount owed to Nium India by you (whether such amounts are present, future, actual, or contingent or potential, liquidated or unliquidated and irrespective of the currency of their denomination);
        2. reversed Pay In;
        3. amounts equal to the Reserves to be withheld by Nium India under;
        4. Taxes (“Net Settlement Amount”);
      3. undertake to pay such fee notified to you to Nium India as consideration for Nium India acting as collection agent of such End Customer; and
      4. understand and agree that these Terms constitute a direct agreement between you and Nium India with respect to services provided pursuant to any Pay In originating from India and Nium India shall be a third-party beneficiary to these Terms and shall have the right to enforce these Terms directly against you or any Third party to the extent it may deem such enforcement necessary or advisable to protect its rights.
    20. Restrictions to Pay Out service. We are not required to provide Pay Out service unless you have sufficient Available Balance to cover the transaction(plus any applicable fees).
    21. You are liable to us for shortfall. Notwithstanding Section 6.7, if a PayOut instruction has been processed despite there being insufficient Available Balance, you shall reimburse us the shortfall plus any applicable fees, along with any cost incurred by us on recovering or attempting to recover such shortfall from you. You shall immediately transfer an amount which equals to the shortfall to a bank account nominated by us.
    22. Currency of transactions. If we receive a Pay In or Pay Out instruction for processing:
      1. in a currency other than a Supported Currency, we will convert such currency into the Supported Currency at the applicable exchange rates plus a mark up. The Available Balance will be debited by the amount of funds after currency conversion and any administrative costs incurred by us in connection with the conversion; and
      2. where the funding currency and payout currency are different from those published on The Platform, we may apply such transaction fee and foreign exchange rate at its sole discretion.
    23. You must ensure details of your bank account and the bank account of any beneficiary is correct and complete. You must ensure that the details of your bank account and the bank account of any third party beneficiary are correct and complete and shall notify us (through the Platform Provider) of any change to your bank account or the bank account of any third party beneficiary. Until we have been notified of such change and has had a reasonable opportunity to act on it, we shall be entitled to process the Pay Out instruction to your existing bank account and the existing bank account of the relevant third party beneficiary. We are not liable for any losses arising from any Pay Out instruction due to incorrect or incomplete details provided by you or the Platform Provider or if you or the Platform Provider fails to inform us in advance of any change to your existing bank account or the existing bank account of the relevant third party beneficiary.
    24. Remittance Taxes may be applicable to a Payout . You acknowledge and agree that the tax authorities of certain countries and/or jurisdictions may deduct certain tax, fee and/or tariff (“Remittance Taxes”)from a Pay Out. If any Pay Out is subject to Remittance Tax, the amount you or the third party beneficiary actually receives may be different from the amount stated in the Pay Out instruction (“shortfall”). We are not required to make up for such shortfall under any circumstances.

  8. THE CARD

    1. Generation of Nium Account Numbers (VBAN). We may generate one or more virtual bank account numbers (“VBAN”) to you upon receipt of your request for the purposes of the Pay In services. Notwithstanding the foregoing, we may, in our sole discretion and for any reason, refuse to comply with such a request, without any liability to us. We shall, to the extent permitted by applicable laws and practicable, inform you about the reason of any such refusal.
    2. About the VBAN. You acknowledge and agree that, and shall ensure that a Payer is aware and understands that:
      1. Each VBAN is created for record keeping, reporting and administrative purposes. A VBAN
        1. is a notional representation of the associated physical bank account maintained by us or our affiliate with a licensed financial partner (Settlement Account);
        2. it does not hold funds or generate any actual credits and debits independently from the associated Settlement Account; and
        3. is not a separate payment account or bank account owned and operated by you; and
      2. Funds transferred by you or a Payer are credited into the Settlement Account and no financial partner where the Settlement Account is maintained has any contractual duty or relationship with you under any circumstances with respect to the VBAN.
    3. Funding your Available Balance. Only cleared funds received by us from you or aPayer would constitute “Available Balance” available for Pay Outs. “Cleared funds” means that the funds have been unconditionally received by us and cannot be recalled by you or the payment services provider used by you to send funds to us which may include Pay In funds received by us. All funds must be received by us in the Settlement Account, in a Supported Currency. the Available Balance will be kept by us in accordance with the Payment Services Act 2019, which ensure that any funds held by a major payment institution are held safely.
    4. Representations and Undertakings. You represent and undertake that:
      1. you own all title, rights and interest to the entire Available Balance. No personor entity other than you have any rights in relation to any Available Balance and funds received pursuant to the Pay In service;
      2. you will not request us to correct any error pertaining to any Available Balance or initiate a reversal of Available Balance to the Payer at any point in time;
      3. you will not assign, charge, declare trust over or transfer the benefit of all or any part of any Available Balance;
      4. you are solely responsible for the reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of all Available Balance deposited into any Nium Account. You are also responsible for any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls. You represent and warrant that You are in compliance with any applicable tax legislation and will remain compliant during the term of these Terms.
    5. We are not liable for shortfall in the Available Balance. We are not liable to make up for any shortfall in any Available Balance (including due to bank or swift charges deduction) unless such shortfall is due to our gross negligence or wilful default.
    6. When we may cancel, reverse, demand refund or debit Available Balance. We may cancel, reverse, demand refund, or, cause any amount of the Available Balance to be unavailable for withdrawal and make corresponding adjustments to any entry if:
      1. we need to correct any error or omission;
      2. we are required to return the funds to the Payer;
      3. we have not received cleared and unconditional funds or in time; or
      4. we have reasonable grounds to do so for any other legitimate reasons.
    7. Foreign Exchange Risk and Settlement Account. You acknowledge and agree that:
      1. maintaining Available Balance in multiple currencies carry foreign exchange risks, for example it is possible that the exchange rate improves overtime and you will not receive the benefit of such fluctuations. You agree to assume the aforementioned foreign exchange risks and waive all claims against us with respect to such risks;
      2. you do not have any right or control over the Settlement Account and any interest earned on monies held in the SettlementAccount is not payable to you.
    8. Reserves. You agree that we may from time to time, establish and withhold from the Available Balance, such reserve amounts (Reserves) to cover amounts owed by you under these Terms (including but not limited to fees, Pay In refunds, Pay In reversals). We may additionally fund the Reserves through:
      1. funds provided by you at our request; or
      2. debiting your bank account.
      Our rights with respect to the Reserves shall survive termination of these Terms. We will notify you in case we establish any Reserves.

  9. THE NIUM ACCOUNT

    1. The Nium Account. You may be granted one or more account (Nium Account) denominated in a Supported Currency to facilitate your use of the Pay In and Pay Out services including viewing the Available Balance in the relevant Supported Currency.
    2. Activating the Nium Account. As part of the activation process, the user will be asked to create a PIN and/or other security credentials (for example passwords and security questions), which will be used to authorise your transactions. See Section 7.8 below for more details regarding the security credentials requirements.
    3. You must keep your Nium Account and your security credentials safe. You must ensure that:
      1. your Nium Account is kept safe from loss or theft;
      2. the PIN and any other security credentials used to authenticate Nium Account transactions are known only to you; and
      3. 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 unauthorized persons. We do not recommend writing down or storing the PIN and any other Nium Account security credentials, or any login details to your Platform. However, if you have to store such details somewhere, you should not store them near to your Nium Account and you should use secure and safe storage solutions. Revealing the PIN or other security credentials to anyone, or behaving carelessly with regards to the security of the Nium Account may result in unauthorized transactions being processed using your Nium Account. In these circumstances we will not refund any amounts lost by you as a result of such unauthorized transactions and you will be solely responsible for them.
    4. When you must suspend your Nium Account and notify us. You must suspend your Nium Account within the Platform and notify the Platform Provider or us immediately if:
      1. you believe the security of the Nium Account has been compromised (for example, if a third party has gained access to the PIN, other security credentials and/or the Platform);
      2. your Nium Account is not working properly; and/or
      3. you have identified an unauthorised transaction made using your Nium Account. 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 NiumAccount, we will suspend it after receipt of your notification.
    5. You are the only person that is permitted to use the Nium Account. The NiumAccount is issued to the Organisation for business purposes only and can only be used by you

  10. UNAUTHORISED TRANSACTIONS

    1. You must notify the Platform Provider of unauthorised transactions. You must notify the Platform Provider no later than seven (7) days from the date of transaction for any transaction that has not been authorised by you or has been recorded to you.
    2. When will we not make a refund? We will not make a full refund and you will be responsible for the unauthorised transactions, in the following circumstances:
      1. you have acted fraudulently, or we have good reasons to believe you have acted fraudulently. However, if our investigation reveals that you have not acted fraudulently, we will immediately issue a full refund;
      2. we are not notified by you about the unauthorised transaction, or we are notified after the applicable Notification Deadline specified in Section 12.1;
      3. we are not notified, or are notified late of any security issues with the Services and/or your Platform, about the loss, theft or misappropriation of the Services– you will be responsible for all transactions that occurred before the date when you notify us and we will not issue a refund for any unauthorised transactions that occurred before we were notified;
      4. you or the Organisation deliberately or with gross negligence (i.e. extremely carelessly) compromised or allow third party to compromise the security of the Services or fail to use the Services in accordance with these Terms; and
      5. you fail to cooperate with us with respect to any investigation conducted by us on the reported unauthorised transaction.
    3. We may investigate unauthorised and incorrectly executed transactions. We will have the right to investigate any transaction reported by you as unauthorised or executed incorrectly. We may ask you to provide us with supporting information and documentation to help us with our investigation and you agree to cooperate with us and provide to us all information and documentation we reasonably require for this purpose. You also agree to cooperate with any authorities involved in our investigation. We will treat any payment instruction given via the Platform or Platform Provider as evidence of authorisation of the payment, and in this case you will need to provide us with evidence to show that the transaction was not authorised in accordance with these Terms.

  11. REFUNDS, RETURNS FORPAY OUT INSTRUCTIONS

    1. Cancellation of Pay Out prior to approval by the compliance team. You may cancel a Pay Out instruction through the Platform Provider before such Pay Out instruction was approved by our compliance team.
    2. Recall of Pay Out. You may recall a Pay Out instruction through the Platform Provider after such Pay Out has been made to our partner bank.
    3. NO GUARANTEE. WE DO NOT GUARANTEE A SUCCESSFUL CANCELLATION OR RECALL AND ANY REQUEST FOR CANCELLATION OR RECALL SHALL BE PROCESSED BY US ON BEST EFFORT BASIS. YOU SHALL BEAR ALL BANK CHARGES and administrative COSTS RELATING TO SUCH ANY PAY OUT FOR THESE PURPOSES.

  12. MERCHANT REFUNDS AND DISPUTED TRANSACTIONS

    1. Refunds from Merchants or Beneficiaries. If we have processed a properly authorised transaction but you later decide to challenge it and request a refund, you should approach the merchant or beneficiary who took your payment and request a refund from them. If they agree to issue you with a refund, We will credit the refund amount to your Card or Nium Account as soon as we receive the funds from the merchant or the beneficiary.
    2. Charge backs in respect of disputed transactions using the Card. If a merchant refuses to issue a refund and if the disputed transaction is made using a Card, we can submit to [Visa/Mastercard] a request for a chargeback on your behalf in respect of the disputed transaction. If the dispute is resolved in your favour, we will credit the amount of the chargeback to your Card as soon as we receive the funds. All chargeback claims must be raised within 90 days of the date of the transaction. You will lose your right to request a chargeback if you raise your claim later than within 90days of the date of the transaction. Unless we are required to process a chargeback request under any applicable laws or regulations, we will be entitled to refuse to process a chargeback request at our sole discretion, for example if you find that you have not provided us with sufficient information to support your request.
    3. Charge backs in respect of disputed transactions using Pay Out Service. If a merchant or beneficiary refuses to issue a refund and if the disputed transaction is made using the Pay Out service, we are under no obligation to seek a refund from the relevant merchant or beneficiary on your behalf.
    4. We must receive funds before we can issue you with a refund or chargeback. We will not be required to issue any refunds or chargebacks to you if we do not receive the necessary funds from the relevant merchant or beneficiary. If we receive less than the amount charged to your Card and/or Nium Account for the transaction subject to the refund or chargeback, we will only be required to credit your Available Balance by the amount received by us and we will not be liable to you for the difference.
    5. Refunds, chargebacks and increases to your Available Balance made in error. If any refund, chargeback or any other amount has been credited to your Card or NiumAccount in error (for example if a refund is issued more than once for the same transaction, if it is higher than the transaction value or if you have not requested refund at all), we will be entitled to deduct such amount from your card or Nium Account. You agree to any such deductions being made by us.
    6. You must assist us in relation to any refunds and chargebacks. If you make a request for a refund or chargeback in respect of a disputed transaction, you will need to cooperate with us fully and provide all information and documentation that may be necessary to support the refund and charge back process.

  13. YOUR RIGHTS TO SUSPEND OR TERMINATE THE SERVICES

    1. You can suspend or terminate the Services at any time. You may suspend or terminate the Services at any time by contacting the Platform Partner.

  14. OUR RIGHTS TO SUSPEND OR TERMINATE THE SERVICES

    1. We can suspend or terminate the Services. We can suspend or terminate the Services in exceptional circumstances, including (but not limited to):
      1. if we have good reason to suspect that you are behaving fraudulently, you or the Organisation is 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 commit a serious breach of these Terms (serious breach includes persistent breaches of the requirements of these Terms) and you have not corrected your breach when we asked you to do so and within the timeframe we reasonably 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 despite our efforts to remind you about it (normally via email or post, including any communications sent by the Platform Provider on our behalf);
      5. you are subject to any insolvency-related proceedings, you suspend your business, your financial position deteriorates to justify the opinion that 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 any card processing facilities or 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 in our reasonable discretion, or continuing any Services could cause reputational, regulatory, financial or operational harm to us;
      9. if we believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority; or
    2. We will notify you about the reasons for the suspension or termination. If we have to suspend or terminate the Services, we will notify you of the reason(s), as long as we are allowed to do so in compliance with applicable laws. We will only re-activate the Services if we are satisfied that the reason(s) for suspension is/are no longer applicable.
    3. When can we terminate these Terms without a reason? We can terminate these terms together with the Services and the Nium Account without giving you any reason if we provide you with at least 30 days’ advance notice.
    4. Inactive Card or VBAN. If the Card or VBAN remains inactive for a period of twelve(12) months, meaning no transaction or Pay In or Pay Out has taken place via the Card, a VBAN or zero balance has been associated with the Card or VBAN, We may designate the Card or VBAN to be “Inactive”. Once the Card or VBAN has been designated as Inactive, we may cancel the Card or close such VBAN by giving you seven (7) days’ notice (Inactive Termination Notice).
    5. We will return your funds upon termination of these Terms. When these terms are terminated for any reason, we will return any remaining Available Balance (net of any amount due to us, applicable bank charges or taxes) (Net Balance) to a bank account in your name within sixty (60) business days of receipt of a request from you, but we will be entitled to deduct any sums due to us under these Terms. If you do not provide us with a valid bank account details to make the transfer or request the return of the Net Balance within twelve (12) months from the date of termination of these Terms, we will not be required to return your funds.

      Please note that any funds transfers are subject to due diligence checks and we are not required to return the Net Balance to you if
      1. the result of due diligence checks is unsatisfactory,
      2. we are prohibited by an order or directive of an applicable regulator, or
      3. doing so might otherwise put us in breach of any applicable laws.

  15. LIABILITY

    1. When we will not be liable to you. We will not be liable to you for any loss or damage which:
      1. was not foreseeable at the time these Terms became binding on us. By ‘foreseeable’ we mean that, it is something we and you could predict would happen or that is a normal consequence of our non-compliance with these Terms or our failure to use reasonable skill and care;
      2. was not caused by our breach of these Terms or our failure to use reasonable skill and care
      3. is related to any business or commercial activity you carry on, and includes any business losses, loss of profit and loss of business opportunity;
      4. 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);
      5. was caused by your breach of these Terms or any laws or regulations;
      6. was caused by any third parties including the Platform Provider (unless the Platform Provider is acting within its scope of authorisation or we are contractually responsible for the actions of such third parties); or
      7. was caused by any goods or services purchased or sold using the Pay in or Pay Outservice.
    2. Our liability is limited. Subject to our obligation to refund for unauthorised transactions and Section 17.7, if you have suffered losses and we are found to be liable to you, our total aggregate liability to you under these Terms will not exceed SGD 100,000. This does not extend to our obligation to return your Available Balance upon termination in accordance with these Terms.
    3. Our liability for deductions made by us in error. If we make any deductions from your Available Balance in error, our liability to you will be limited to an obligation to refund to you the incorrectly deducted amount.
    4. Timelimit to bring claims. You must notify us of your intention to make a claim against us within 6 months from the date of the event giving rise to your claim. If you fail to notify us, and subject to Section 17.7, we will have no liability to you in respect of such event.
    5. Your indemnity to us. You will indemnify us on demand and in full for any loss or damage we suffer (including any expenses and costs incurred by us, such as legal fees) as a result of:
      1. your use of or access to the Services,
      2. your breach of these Terms, if we have to enforce any provisions of these Terms against you (for example if you fail to pay us any sums due to us), or
      3. any acts and/or omissions of the Platform Provider with respect to the Platform or any services independently and separately provided to you, or facilitate by, the Platform Provider.
    6. Your liability to us. You will compensate us for any loss or damage we suffer(including any expenses and costs incurred by us, such as legal fees) as a result of your breach of these Terms, if we have to enforce any provisions of these Terms against you (for example if you fail to pay us any sums due to us), or if you are fraudulent in your use of the Services. You will remain liable even after these Terms are terminated.
    7. Liability which we do not exclude or limit. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.

  16. COMPLAINTS AND DISPUTES

    1. How to submit complaints. If you are unhappy with anything related to the Services, you should submit your complaints to the Platform Provider in the first instance. The Platform Provider would reach out to us with respect to your complaint. 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.

  17. COMPLAINTS AND DISPUTES

    1. 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 via the Platform or 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 by post at by post at 20-05, Hong Leong Building, 16, Raffles Quay Singapore – 048581 or via our website at https://www.nium.com/contact-us.
    2. 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 you of the transfer and make sure that your rights are not adversely affected as a result.
    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. Taking action when you are in breach of these Terms. If you breach these terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.
    5. Entire agreement. these terms set out the entire agreement between us.
    6. Nobody else has any rights under these Terms. These Terms is between you and us and nobody else has any rights to rely on or enforce any of these terms.
    7. These Terms replace any previous agreements between us. These Terms supersede(i.e. replace) any previous agreements between us in respect of the Services including any written or oral agreements relating to the subject matter of these Terms.
    8. Laws that apply to these Terms. These Terms and any dispute or claim arising out of these Terms will be governed by, and interpreted in accordance with, the laws of Singapore and you and us agree any dispute between you and us may be brought in the courts of Singapore.

    18. APPENDIX 1
    PROHIBITED TRANSACTIONS FOR CARDS

    4829 - Money Transfer – Merchant
    5094 – Precious Stones and Metals, Watches and Jewellery
    5542 - Automated Fuel Dispensers (AFD)
    5944 – Jewellery Stores, Watches, Clocks and Silverware Stores
    6010 - Manual Cash Disbursements
    6011 - Automated Cash Disbursements
    6012 - Financial Institutions – Merchandise, Services and Debt Repayments
    6050 - Quasi Cash—Customer Financial Institution (Mastercard Only)
    6051 - Quasi Cash / Non-Financial Institutions
    6211 - Investment Firms - Dealers, Brokers
    6532 - Payment Transaction—Customer Financial Institution (Mastercard Only)
    6533 - Payment Transaction—Merchant (Mastercard Only)
    6536 - MoneySend Intracountry (Mastercard Only)
    6537 - MoneySend Funding (Mastercard Only)
    6538 - POI Funding Transactions (Excluding MoneySend) (Mastercard Only)
    6540 - POI Funding Transactions – Stored Value Card purchase/loads (excluding MoneySend) (Mastercard Only)
    7273 - Dating Services
    7800 - Gambling - Government-Owned Lotteries
    7801 - Government-Licensed On-Line Casinos (On-Line Gambling)
    7802 - Government-Licensed Horse/Dog Racing
    7995 - Betting
    9406 - Government-owned Lottery (Specific Countries)
    9754 – Horse racing, dog racing, and non-sport internet gaming