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)

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 “you” or “yours”.

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 – 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 “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; 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 ‘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;

(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;

(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;

1.4. References to Corporate Card. In these Terms:

(a) Reserved;

(b) Reserved; and

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 “Inactive”. Once the Corporate Card has been designated as Inactive, we may terminate the Corporate Card by giving you seven (7) days’ notice.

3. USING THE CORPORATE CARD

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;

(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

Reserved

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 • Part A

Hong Kong Nium Limited

• Part B (Corporate Charge Card)

PART C – 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 – Merchant

MCC 5094 – Precious Stones and Metals, Watches and Jewellery

MCC 5542 - Automated Fuel Dispensers (AFD)

MCC 5944 – Jewellery Stores, Watches, Clocks and Silverware Stores

MCC 6010 - Manual Cash Disbursements

MCC 6011 - Automated Cash Disbursements

MCC 6012 - Financial Institutions – Merchandise, Services and Debt Repayments

MCC 6050 - Quasi Cash—Customer Financial Institution (Mastercard Only)

MCC 6051 - Quasi Cash / Non-Financial Institutions

MCC 6211 - Investment Firms - Dealers, Brokers

MCC 6532 - Payment Transaction—Customer Financial Institution (Mastercard Only)

MCC 6533 - Payment Transaction—Merchant (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 – 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 – Betting

MCC 9406 - Government-owned Lottery (Specific Countries)

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

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