Corporate Card Terms and Conditions

Effective from
July 1, 2023

STRUCTURE OF THE TERMS AND CONDITIONS

1 GENERAL

1.1 These Terms and Conditions consist of the following components:

(a) Schedule 1: Main Terms and Conditions 

(b) Schedule 2: The Services (Additional Terms and Conditions) 

(c) Schedule 3: International Jurisdictions (Additional Terms and Conditions)

1.2 In the event of any inconsistency or conflict between the provisions of Schedule 1, Schedule 2 and Schedule 3, the order of precedence is: (1) Schedule 3; (2) Schedule 2; and (3) Schedule 1.

SCHEDULE 1 

MAIN TERMS AND CONDITIONS 

1. GENERAL 

1.1. These Terms are binding on the Organisation and the Representative. By applying for the¬† payment services set out in Schedule 2 (Services), it constitutes acceptance of these Terms¬† by the corporation, limited liability company, partnership, joint venture, association, joint-stock ¬†company and unincorporated organisation (Organisation,). If the Organisation grants its¬† officers, directors, employees, agents, consultants, subcontractors, and advisors (each a¬† Representative) access and use of the Services, and the Representatives must follow these¬† Terms and you shall be responsible for their use of the Services on your behalf (subject to¬† clause 1.2 below). In these Terms, the Organisation and the Representative are collectively¬† referred to as ‚Äúyou‚ÄĚ or ‚Äúyours‚ÄĚ.¬†¬†

1.2. Authority of the Representative to act on behalf of the Organisation. If you apply or use  the Services as a Representative, you confirm that you have the appropriate authority to use  the Services and enter into an agreement with us on behalf of the Organisation on these Terms.  If you do not have the appropriate authority, you will become personally liable for compliance  with these Terms. 

1.3. Service Provider. We are Nium. Details of our entities are described in Schedule 3 (we/our/us). The Services are made available by the relevant Nium entity from its jurisdiction  of incorporation. We do not intend to solicit, target or market the Services to you or any third  party outside of our jurisdiction of incorporation.  

1.4. The Platform Provider. Your use of the Services is facilitated by a website, software and  technology platform, or mobile software application (Platform) developed and operated solely  by a third party whose system is integrated with us (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).  

1.5. No Authority to Act by Platform Provider. The Platform Provider is (a) neither licensed to  provide any payment services nor authorised to act or perform any instruction on our behalf  with respect to the Services nor (b) authorised to collect or receive any funds on our behalf.  The Platform Provider solely facilitates the transmission of information, communication and  instruction to us on your behalf in connection with the Services. 

If you choose to provide us funds through the Platform Provider for the purpose of any Service,  you hereby confirm that you have provided your irrevocable consent and authorisation to the  Platform Provider to receive and provide funds to us on your behalf. Our responsibility to  maintain and protect such funds only arises upon receipt of cleared funds by us. 

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

2.1. 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. 

2.2. 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 through the Platform Provider. 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.  

2.3. The Services are for business use only. You can use the Services for business purposes  only and as authorised by the Organisation only. You must not use the Services for personal  purposes. 

2.4. These Terms apply to those Services which you have applied for. These Terms apply only  to the Services which you have applied for through the Platform Provider and which are approved by us. 

2.5. 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. 

3. THE PLATFORM AND OTHER THIRD PARTY SERVICES 

3.1. Third party services offered by the Platform. Other than the Services, we are not responsible  for any other products or services offered by the Platform Provider as part of their Platform  Services, for example if the Platform Provider offers any loyalty schemes, savings or lending  products. The Platform Services and any other 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.  

3.2. The Platform Provider is your primary point of contact. If you have any questions 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).  

3.3. Authorisation granted to Platform Provider. By applying for the Services, you confirm that  you have provided your irrevocable authorisation and consent to the Platform Provider to do  any of the following: 

(a) 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;  

(b) 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 

(c) access, manage, deal with any account you maintain with us (Nium Account) or use  any information (whether received from us or not) in relation to such Nium 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 3.3, remains valid and binding on you for as long  as you continue to use the Services. 

3.4. 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 in connection with the Services 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 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 Platform Provider), or  as a result of any delays caused by any errors, inaccuracies or late submission of any  instructions or requests. 

3.5. We may screen instructions received from you. We 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. 

3.6. 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. 

4. ELIGIBILITY 

4.1. You must satisfy our eligibility criteria. You must meet all eligibility criteria stipulated by us  and communicated to you by the Platform Provider. 

4.2. We will carry out customer identification and verification checks. 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.  

4.3. Establishing a Representative. If the Organisation grants its Representative access and use of the Services, the Organisation must provide proof to us to establish to our satisfaction that such Representative is its officer, director, employee, agent, subcontractor, or advisor and is  authorised to act on behalf of the Organisation. 

4.4. 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,  or any other circumstances which would make your use of the Services illegal. You must inform  us promptly about any changes to your circumstances affecting your eligibility for the Services  and/or your ability to comply with these Terms. 

4.5. We will have the right to refuse any application. We have the right to refuse any application  for any Services at any time for any reason and without providing any reason for our refusal. 

5. FEES AND ANY AMOUNT OWED TO US 

5.1. What fees apply to your use of the Services? The fees that apply to the Services will be  displayed on the Platform and which are incorporated and form part of these Terms. Changes  to our fees will be made in accordance with clause 2.2 of these Terms. 

5.2. How will we charge all fees and payments due to us? All fees that apply to the Services and  any other amounts due to us from you under these Terms will be deducted by us from (a) funds  held by us on your behalf; or (b) funds provided to us as credit support for your obligations  under these Terms. You agree to any such deductions made by us. If we do not hold sufficient  funds to cover any sums due by you to us, we will issue a payment request and you must make  the payment immediately. If we have to take additional steps to recover any such amounts due  to us, we may charge you for the costs incurred by us in recovering such sums from you, and  this may include costs of any third parties who support us in this process, for example debt  collection agencies. 

5.3. You may opt to pay fees through the Platform Provider. If you opt to pay our fees through  the Platform Provider, you hereby irrevocably consent and instruct us to invoice all fees that  apply to the Services and any other amount due to us under these Terms to the Platform  Provider, and to receive all fees and any other amount due to us under these Terms from the  Platform Provider. If the Platform Provider fails to make payment to us within the due date  stated in the invoice, we will deduct all outstanding fees in accordance with clause 5.2 above. 

6. PLATFORM SERVICE FEES CHARGED BY THE PLATFORM PROVIDER 

6.1. Platform Service and Third Party Fees. If you opt to pay fees in connection with the Platform  Service and any other third party services provided on the Platform through us, you represent  and agree that you have provided your authorisation and consent to the Platform Provider to  instruct us to deduct any fees that arise from the Platform Service or any other third party  services provided on the Platform (Third Party Fees) from (a) funds held by us on your behalf  or (b) funds provided to us as credit support for your obligations under these Terms. We are  entitled to deduct such amount, as instructed to us by the Platform Provider, from (a) funds held  by us on your behalf or (b) funds provided to us as credit support for your obligations under  these Terms. Any dispute or losses suffered by you that arise in connection with any Third Party  Fees are solely between you and the Platform Provider. 

7. NIUM ACCOUNT 

7.1. Setting up of Nium Account. We will issue you with a master account once you have satisfied all eligibility criteria to be onboarded as our customer. The master account may be denominated in a Supported Currency and allows you to view information relating to the Services such as transaction status and funds received by us in connection with the Services. You may also request to create any number of supplementary accounts linked to the Nium Account. Each  Supplementary Account may be denominated in a Supported Currency and has the same  functions as the master account. The master account and supplementary accounts are  collectively referred to as the Nium Account. 

7.2. Only a Representative of the Organisation is allowed to operate the Nium Account. The  Organisation will ensure that only a Representative is allowed to access and operate the Nium Account for business purposes. 

7.3. Our right to refuse to issue the Nium Account. We may refuse to issue any Nium Account  to you at our sole discretion. To the extent permissible by applicable laws and if practicable, we  will notify you the reason for such refusal. 

7.4. You must keep your security credentials safe. You must ensure that: (a) your Nium Account  is kept safe from loss or theft; (b) any security credentials used to authenticate Nium Account  transactions are known only you; and (c) 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. Revealing any security credentials to anyone, or  behaving carelessly with regards to the security of the Nium Account may result in unauthorised  transactions being processed using your Nium Account. In these circumstances we will not  refund any amounts lost by you as a result of such unauthorised transactions and you will be  solely responsible for them. 

7.5. 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: (a) you believe  the security of the Nium Account has been compromised (for example, if a third party has  gained access any security credentials and/or the Platform); (b) your Nium Account is not  working properly; and/or (c) 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 Nium Account through the Platform, we will suspend  it after receipt of notification from the Platform Provider or you and successful verification of  your identity.  

8. DIRECT DEBIT 

Reserved 

9. UNAUTHORISED TRANSACTIONS 

9.1. You must notify the Platform Provider of unauthorised transactions. You must notify the  Platform Provider no later than 7 days from the date of transaction (Notification Deadline) for  any transaction that has not been authorised by you or unauthorised transaction that has been  recorded to you. 

9.2. 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.

9.3. 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: 

(a) 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;  

(b) we are not notified by you about the unauthorised transaction, or we are notified after  the applicable Notification Deadline specified in Clause 9.1; 

(c) we are not notified, or are notified late of any security issues with any account you¬† maintain with us or and/or your Platform, about the loss, theft or misappropriation of¬† any Services ‚Äď 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;¬†

(d) you deliberately or with gross negligence (i.e. extremely carelessly) compromise the  security of any account you maintain with us or fail to use any Services in accordance  with these Terms; and 

(e) any account you maintain with us or any Services was misappropriated (i.e. used by someone else). 

9.4. Can we take back the refund? If, as a result of our investigation, we discover that the  transaction was authorised appropriately and executed by us correctly, that you have acted  fraudulently or that you have acted deliberately or with gross negligence (i.e. extremely  carelessly), we will deduct from (a) funds held by us on your behalf or (b) funds provided to us  as credit support for your obligations under these Terms all sums previously refunded to you.  If you do not have sufficient funds, we will make a request for immediate payment. You shall  immediately transfer an amount which equals the shortfall to a bank account nominated by us. 

10. YOUR RIGHTS TO SUSPEND OR TERMINATE THE SERVICES  

10.1. You can suspend or terminate the Services at any time. You may suspend or terminate the  Services, in whole or in part, at any time by providing a written notice to us through the Provider.  Where you are the Organisation, you may also suspend or terminate any Representative’s  ability to access or use the Services, in whole or in part, by providing a written notice to us  through the Platform Provider. 

11. OUR RIGHTS TO SUSPEND OR TERMINATE THE SERVICES  

11.1. We can suspend or terminate the Services. We can suspend or terminate the Services, in  whole or in part, in exceptional circumstances, including (but not limited to); 

(a) if we have 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; 

(b) 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; 

(c) 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;

(d) 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); 

(e) 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;  

(f) 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; 

(g) if we have good reason to believe this is necessary for security reasons (for example  any security issues affecting the Platform Provider);  

(h) the results of any ‚Äúknow your customer‚ÄĚ 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; or¬†

(i) if we believe it is necessary to comply with any law, regulation, guidance, court order  or instructions of any regulator or government authority. 

11.2. We will notify you about the reasons for the suspension or termination. If we have to  suspend or terminate any 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.  

11.3. When can we terminate these Terms without a reason? Please refer to Schedule 3 for our  termination right applicable in each jurisdiction. 

12. LIABILITY 

12.1. When we will not be liable to you. We will not be liable to you for any loss or damage which: 

(a) was not foreseeable at the time these Terms became binding on us. By ‚Äėforeseeable‚Äô¬† 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;¬†

(b) was not caused by our breach of these Terms or our failure to use reasonable skill and  care; 

(c) is related to any business or commercial activity you carry on, and includes any  business losses, loss of profit and loss of business opportunity; 

(d) 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); 

(e) was caused by your breach of these Terms or any laws or regulations;  (f) was caused by the Platform, the Platform Provider or the Platform Services;

(g) was caused by any third parties unless we are contractually responsible for the actions  of such third parties; or 

(h) was caused by any goods or services purchased or sold using any Services. 

12.2. Our liability is limited. Please refer to Schedule 3 for limitation of liability applicable in each  jurisdiction. 

12.3. Our liability for deductions made by us in error. If we make any deductions from your (a)  funds held by us on your behalf or (b) funds provided to us as credit support for your obligations  under these Terms in error, our liability to you will be limited to an obligation to refund to you  the incorrectly deducted amount. 

12.4. Time limit 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 Clause 12.7, we will have no liability to you in respect of such event. 

12.5. 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: 

(a) your use of or access to the Services,  

(b) 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  

(c) 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.  

12.6. Your liability to us. You will compensate us for any loss or damage we suffer (including any  applicable tax obligation, payment of interest and penalty assessments and any expenses and  costs incurred by us, such as legal fees or as a result of your use of the Services. You will remain  liable even after these Terms are terminated. 

12.7. 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. 

13. COMPLAINTS AND DISPUTES 

13.1. 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 will 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. Please refer to Schedule 3 for our contact details.

14. SERVICES AND MULTIPLE NIUM ENTITIES 

14.1. Multiple entities of Nium and Services. Where there is more than one entity of Nium providing  Services under these Terms, each entity of Nium: 

(a) makes available its own Services as an independent contractor and not as a partner or  jointly with the other entity of Nium, and shall not be liable for the Services provided by  any other entity of Nium, whether jointly or severally; 

(b) shall not require the consent, agreement or participation of any other entity of Nium 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. 

14.2. Any entity of Nium 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 relates 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 

15.1. Notices and communications. Please refer to Schedule 3 for how you can send us notices  and communications in in each jurisdiction. 

15.2. 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. 

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. 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. 

15.5. Entire agreement. These Terms set out the entire agreement between us.  

15.6. 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. 

15.7. 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. 

15.8. Laws that apply to these Terms. Please refer to Schedule 3 for details on the laws that govern these Terms in each jurisdiction.

SCHEDULE 2 

THE SERVICES 

ADDITIONAL TERMS AND CONDITIONS 

PART A: PAY OUT SERVICE AND PAY IN SERVICE 

Reserved

PART B: THE CORPORATE CARD 

1. GENERAL 

1.1. The Corporate Card. Subject to payment of fees and these Terms, we agree to issue you the  following types of corporate card: 

(a) Reserved; 

(b) Reserved;  

(c) Reserved;  

(d) a physical or virtual charge card co-branded in the brand of a card scheme and the  Platform Provider, which enables you to pay for expenses incurred by the Organisation  (Corporate Expense Charge Card); and 

(e) Reserved. 

1.2. Additional terms and conditions may apply for certain jurisdictions. The use of the  Corporate Card is subject to additional terms and conditions specific to certain jurisdictions.  Please refer to Schedule 3 for details.  

1.3. Unavailability of Corporate Card. The availability of Corporate Cards is subject to the  following limitations in the following jurisdictions: 

(a) the Corporate Expense Charge Card and Corporate Travel Charge Card are only  available in Australia and Hong Kong; 

(b) Reserved; 

(c) Reserved.  

1.4. References to Corporate Card. In these Terms: 

(a) Reserved; 

(b) Reserved; and 

(c) The Corporate Expense Charge Card is referred to as ‚ÄúCorporate Card‚ÄĚ or ‚ÄúCorporate¬† Charge Card‚ÄĚ.¬†

2. THE CORPORATE CARD USER 

2.1. The Corporate Card is our property. We may recall or replace any Corporate Card issued to you or a Representative at any time in our sole discretion. We will notify the Platform Provider if we have to recall or replace any Corporate Card. To the extent permissible by applicable laws  and if practicable, we will notify you the reason for the recall or replacement. 

2.2. Reserved.  

2.3. The Organisation may request for issuance for Corporate Card to its Representatives.  The Organisation may through the Platform Provider, request for the issuance of any number  of Corporate Cards to its Representatives. 

2.4. Our right to refuse to issue Corporate Card. We may refuse to issue Corporate Card to you  or a Representative at our sole discretion. To the extent permissible by applicable laws and if  practicable, we will notify you the reason for such refusal. 

2.5. Replacement card. If your Corporate Card has been lost, stolen, compromised,  misappropriated or damaged, you can request for a Corporate Card replacement through the  Platform Provider. We may charge a fee for any replacement Corporate Card. 

2.6. Inactive Corporate Card. If a Corporate Card remains inactive for a period of twelve (12)¬† months, meaning no transaction has taken place via the Corporate Card, we may designate¬† the Corporate Card as ‚ÄúInactive‚ÄĚ. Once the Corporate Card has been designated as Inactive,¬† we may terminate the Corporate Card by giving you seven (7) days‚Äô notice.¬†

3. USING THE CORPORATE CARD 

3.1. Use of the Corporate Card is subject to the rules of the card scheme. The use of Corporate  Card is additionally subject to the rules issued by the card scheme. You are solely responsible  for complying with the rules issued by the card scheme. 

3.2. Using the Corporate Card. You undertake to use the Corporate Card (save for the Corporate  Travel Card) to make business payments for goods and/or services to any third party that  accepts a card scheme branded corporate card as a mode of payment.  

3.3. Reserved. 

3.4. The validity period of the Corporate Card. The Corporate Card will be valid for the period  stated on the Corporate Card. Before expiry of such Corporate Card, you may be asked to  renew the Corporate Card. If you do not wish to renew the Corporate Card or fail to renew it  prior to the expiry date, the Corporate Card shall expire on the date stated on the Corporate  Card and you will not be able to use it.  

3.5. We do not guarantee acceptance of Corporate Card. We do not guarantee or undertake that  any third party will accept Corporate Card as a mode of payment for goods or services provided  to you. We are also not liable to you for any loss or damage caused by any goods or services  purchased using the Corporate Card or if any third party refuses to accept the Corporate Card  as a mode of payment or if any ATM or other cash withdrawal service provider refuses to accept  the Corporate Card for cash withdrawal purpose. 

3.6. Processing of payment under the Corporate Card. When a payment is made using the  Corporate Card, we will be entitled to assume that you have consented to such transaction.  

3.7. Restrictions on the use of the Corporate Card. We will only process a business payment  under the Corporate Card if: 

(a) it is not in connection with: (i) any MCC listed in Schedule 4; or (ii) any activities or transactions prohibited by any laws (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the United Kingdom  government, the European Union or the United Nations); 

(b) Reserved;  

(c) it has not exceeded the relevant transaction limit notified to you by the Platform  Provider; 

(d) we are satisfied that the security of the Corporate Card has not been compromised and  the Corporate Card has not been used in a fraudulent or unauthorised manner; 

(e) you do not owe us any outstanding fees; and 

(f) you have complied with all your obligations under these Terms. 

3.8. Currency of transactions. If we receive a payment or cash withdrawal transaction for  processing in a currency which is not a Supported Currency, we will convert such currency into  a Supported Currency at the applicable exchange rates. The Corporate Card will be debited by  the amount of funds after currency conversion and any administrative costs incurred by us in  connection with the conversion. You can request details of the exchange rates by contacting  the Platform Provider. 

4. SECURITY OF THE CORPORATE CARD 

4.1. Activating your Corporate Card. As part of the activation process, you will be asked to create  security credentials (for example password and security questions) to enable the use of your  Corporate Card (including authorising transactions).  

4.2. You must keep your Corporate Card and your security credentials safe. You must ensure  that: (a) you keep your Corporate Card safe from fraudulent or unauthorised use, loss or theft;  (b) your security credentials are kept confidential and known only to you and you do not share  them with anyone; (c) you use your security credentials and the Corporate Card for the  intended purpose only; and (d) 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 your security credentials details to  your Platform. However, if you have to store such details somewhere, you should use secure  and safe storage solutions. Revealing your security credentials to anyone, or behaving  carelessly with regards to the security of your Corporate Card may result in unauthorised  transactions being processed using your Corporate Card. In these circumstances we will not  refund any amounts lost by you as a result of such unauthorised transactions and you will be  solely responsible for them. 

4.3. When you must freeze your Corporate Card and notify us. You must freeze your Corporate Card within the Platform and notify the Platform Provider immediately if: (a) your Corporate Card is lost or stolen; (b) you believe the security of the Corporate Card has been compromised (for example, if someone has gained access to your security credentials and/or the Platform); (c) your Corporate Card is damaged or not working properly; (d) your Corporate Card has been retained by an ATM; and/or (e) you have identified an unauthorised transaction made using your Corporate Card. You may be asked to provide details of the issues reported by you, and any supporting documentation, such as a copy of a police report to confirm the theft of your Corporate Card. If you have not frozen your Corporate Card, we will suspend it after receipt of  your notification and successful verification of your identity. 

5. REFUNDS AND CHARGEBACKS 

5.1. Refunds from merchants. If we have processed a properly authorised transaction but you  later decide to challenge it and request a refund, you should approach the merchant 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 the Corporate Card as soon as we receive the refunded amount in  full from the merchant. 

5.2. Chargebacks in respect of disputed transactions using the Corporate Card. If a merchant  refuses to issue a refund or if you wish to dispute a transaction made using the Corporate Card  (Chargeback), we may submit a request for a Chargeback to the card scheme on your behalf.  If the Chargeback is resolved in your favour, we will credit the amount of the Chargeback to the  Corporate Card as soon as we receive the refunded amount. All Chargeback claims must be  raised within 90 days of the date of the transaction. You will lose your right to request a  Chargeback if you raise your claim later than within 90 days 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 

5.3. 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. If we receive less than the amount charged to your Corporate  Card for the transaction subject to the refund or chargeback, we will only be required to credit  your Corporate Card Balance by the amount received by us and we will not be liable to you for  the difference. 

5.4. Refunds, Chargebacks credited to your Corporate Card made in error. If any refund,  Chargeback or any other amount has been credited to the Corporate Card in error (for example  if a refund is issued more than once for the same transaction, 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  the Corporate Card. You agree to any such deductions being made by us. 

5.5. You must assist us in relation to any refunds and Chargebacks. If you make a request for  a refund or Chargeback in respect of a disputed transaction, you will need to cooperate with us  fully and provide all information and documentation that may be necessary to support the refund  and chargeback process. 

6. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CORPORATE PREPAID/DEBIT CARD

‚ÄćReserved¬†

7. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CORPORATE CHARGE CARD 

7.1. The Corporate Charge Card is not a debit or prepaid card. The Corporate Charge Card is  a credit card. It is not a debit or prepaid card. You can only use the Corporate Charge Card if  you have provided us with the Collateral and up to the spending limits indicated to you by the  Platform Provider. 

7.2. Aggregate spending limit and card spending limit. The Corporate Charge Card is subject to (a) an aggregate spending limit, applicable to the Organisation, and (b) if requested by the Organisation, a single card spending limit applicable to each Corporate Charge Card. The  Platform Provider will notify you of the aggregate spending limit and where applicable, single  card spending limit, upon issuance of an Organisation Account to the Organisation. 

7.3. You may request to vary the aggregate spending limit and single spending limit. You may  request to vary the aggregate spending limit of the Organisation and/or single spending limit of  any Corporate Charge Card through the Platform Provider. We may agree to such request for  variation if (a) you have provided sufficient funds as Collateral for the Organisation; and (b) you  have complied with all your obligations under these Terms. 

7.4. Transactions exceeding spending limits or transaction limits. If a business payment  results in you exceeding the spending limits or transaction limits, you will be construed as  having made a request for overlimit processing. If we decide, in our sole discretion, to process  such business payment notwithstanding Clause 7.1 of this Part B, all amounts exceeding the  spending limits or transaction limits are repayable immediately and you shall transfer an amount  which equals to the shortfall to a bank account nominated by us on demand. We may choose  to restrict or suspend the use of any Corporate Charge Cards until such time as you repay the  shortfall. 

7.5. The Collateral amount. As a condition for the use of any Corporate Charge Card, you agree  and undertake to ensure that we have received such amount of funds as financial support to  assure us that you will pay for all amounts owed by you to us under these Terms, including  but not limited to (a) all amounts authorised under all Corporate Charge Cards issued under  the Organisation Account; (b) all outstanding fees; and (c) any other amounts owed to us under  these Terms (Collateral). The total amount of Collateral provided to us at any time as  performance assurance shall not be less than the aggregate spending limit assigned to the  Organisation at that time. We will notify you of (y) the Collateral amount to be provided to us  upon issuance of the Organisation Account to you and (z) any variation to the Collateral  amount, as may be required from time to time. 

7.6. Provision of Collateral. You may provide us the Collateral in a Supported Currency by (a)  transferring us funds via your bank account; (b) transferring us funds via the Pay Out Service;  or (c) any other method as notified by us from time to time. 

7.7. All rights, interest and title to the Collateral belong to us. Upon receipt of the Collateral in  our bank account in cleared funds, you authorise and agree that all rights, title and interest in  and to any Collateral shall be irrevocably transferred to, and vest in, us free and clear of any  liens, claims, charges or encumbrances or any other interest that you or any third party may  have in the Collateral. We may deduct the Collateral and utilise the deducted amount towards  repayment of any amount owed by you to us under these Terms (whether such amount is  present, future, actual or contingent or potential, liquidated or unliquidated and irrespective of  the currency of their denomination). 

7.8. The Collateral is not a debt, is not held on trust, and does not create any security interest.  The Collateral does not represent a debt owed by us to you, nor is it an amount held on trust  by us for you. The provision of the Collateral does not create any mortgage, charge, lien,  pledge, encumbrance or other security interest in favour of any person. 

7.9. Monthly transaction statement. At the beginning of each month, we will make available to you a transaction statement which sets out the total amount authorised by us under the Corporate Charge Card for the preceding month (Monthly Transaction Statement). You may access such Monthly Transaction Statement through the Platform.

7.10. Amount authorised under the Corporate Charge Card constitutes debt owed to us. All  amounts authorised on Corporate Charge Cards constitute a debt owed to us which is  repayable to us in full within two (2) days from the date of the Monthly Transaction Statement. 

7.11. Deduction to Collateral. If you do not repay us all amounts authorised under the Corporate  Charge Card in full on the due date stated in Clause 7.10 of this Part B, we will deduct all  outstanding amount owed to us from the Collateral immediately.  

7.12. Outstanding amount exceeds the Collateral. If the outstanding amount exceeds the  Collateral, such shortfall represents a debt immediately due and payable and you shall transfer  an amount equivalent to the shortfall to a bank account nominated by us on demand. 

7.13. No Cash Withdrawal. You may not use the Corporate Charge Card to make cash withdrawals  at any ATM or any cash withdrawal service provider. 

8. RETURN OF FUNDS 

8.1. We will return any Net Balance upon your request. We will return any remaining funds  provided to us for the purposes of the Corporate Prepaid/Debit Card or Corporate Charge Card (net of any amount 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  are entitled to charge a fee for complying with such request. For the avoidance of doubt, no fee  will be charged if such a request is made following termination of these Terms for any reason. 

8.2. Any return of funds is subject to satisfactory due diligence checks. We are not required  to return the Net Balance to you if (a) the result of due diligence checks is unsatisfactory, (b)  we are prohibited by an order or directive of a regulatory body or (c) doing so might otherwise  put us in breach of any applicable laws. 

8.3. Suspension of Corporate Card for lack of funds. In the event such return of funds result in  insufficient Corporate Prepaid/Debit Card balance or insufficient Collateral, we may suspend  your ability to use the Corporate Prepaid/Debit Card or Corporate Charge Card, as applicable.

SCHEDULE 3 

INTERNATIONAL JURISDICTIONS 

ADDITIONAL TERMS AND CONDITIONS 

Schedule 3 is jurisdiction specific, and these additional terms and conditions apply to the extent  that Services are provided from any of the following countries: 

Jurisdiction Nium Entity Services under Schedule 2 ‚ÄĘ Part A¬†

Hong Kong Nium Limited 

‚ÄĘ Part B (Corporate Charge¬† Card)

PART C ‚Äď HONG KONG

1. GENERAL 

1.1. Service Provider. NIUM LIMITED, a limited company incorporated in Hong Kong (Company No  2298943 (Nium HK), provides Services under Part A and Part C in Hong Kong (HK Services).  Nium HK has its principal office at Room 517 5F, Inno Centre, 72 Tat Chee Avenue, Kowloon  Tong, Hong Kong. Nium HK is registered as a money service operator regulated by the  Customs and Excise Department of Hong Kong and is also licensed to issue cards in Hong  Kong as a member of the Network. 

1.2. Interpretation. In the context of the HK Services, the Terms are supplemented and/or  amended (as applicable) as set out in this Part C of Schedule 3.  

2. AMENDMENTS TO SCHEDULE 1 

2.1. Clause 11.3 is deleted in its entirety and replaced with the following new Clause 11.3: 

11.3 When can we terminate these Terms without a reason? We can terminate these  Terms and any Services without giving you any reason if we provide you with at least  thirty (30) days’ advance notice. 

2.2. Clause 12.2 is deleted in its entirety and replaced with the following new Clause 12.2: 

12.2 Our liability is limited. Subject to Section 12.7, 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 HKD 100,000. This does not extend to our obligation to return funds held  by us on your behalf upon termination in accordance with these Terms. 

2.3. Clause 13.2 is deleted in its entirety and replaced with the following new Clause 13.2: 

13.2 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 Room 517 5F, Inno  Centre, 72 Tat Chee Avenue, Kowloon Tong, Hong Kong or via our website at  https://www.nium.com/contact-us 

2.4. Clause 15.8 is deleted in its entirety and replaced with the following new Clause 15.8: 

15.8 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 Hong Kong and you agree any dispute between you and us may be brought in the  courts of Hong Kong. 

3. AMENDMENTS TO SCHEDULE 2 

PART A 

Reserved 

PART B 

3.1. Clause 1 of Part B, shall be amended by inserting the following new Clause 1.4 to the existing  Clause 1.3: 

1.4 The Corporate Charge Card is denominated in HKD or USD. The Corporate Charge  Card issued under the HK Services is denominated in HKD or USD.

SCHEDULE 4 

PROHIBITED TRANSACTIONS FOR 

CORPORATE CARD 

MCC & MCC Description

MCC 4829 - Money Transfer ‚Äď Merchant

MCC 5094 ‚Äď Precious Stones and Metals, Watches and Jewellery

MCC 5542 - Automated Fuel Dispensers (AFD)

MCC 5944 ‚Äď Jewellery Stores, Watches, Clocks and Silverware Stores

MCC 6010 - Manual Cash Disbursements

MCC 6011 - Automated Cash Disbursements

MCC 6012 - Financial Institutions ‚Äď Merchandise, Services and Debt Repayments

MCC 6050 - Quasi Cash‚ÄĒCustomer Financial Institution (Mastercard Only)

MCC 6051 - Quasi Cash / Non-Financial Institutions

MCC 6211 - Investment Firms - Dealers, Brokers

MCC 6532 - Payment Transaction‚ÄĒCustomer Financial Institution (Mastercard Only)

MCC 6533 - Payment Transaction‚ÄĒMerchant (Mastercard Only)

MCC 6536 - MoneySend Intracountry (Mastercard Only)

MCC 6537 - MoneySend Funding (Mastercard Only)

MCC 6538 - POI Funding Transactions (Excluding MoneySend) (Mastercard Only)

MCC 6540 - POI Funding Transactions ‚Äď Stored Value Card purchase / loads (excluding¬† MoneySend) (Mastercard Only)

MCC 7273 - Dating Services

MCC 7800 - Gambling - Government-Owned Lotteries

MCC 7801 - Government-Licensed On-Line Casinos (On-Line Gambling)

MCC 7802 - Government-Licensed Horse/Dog Racing

MCC 7995 ‚Äď Betting

MCC 9406 - Government-owned Lottery (Specific Countries)

MCC 9754 ‚Äď Horse racing, dog racing, and non-sport internet gaming