TERMS AND CONDITIONS
1.1 The Virtual Account (as defined below) are issued by NIUM FINTECH LIMITED (“NIUM”) to such person approved by NIUM in writing from time to time (“You” or “Your”). NIUM is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution with Firm Reference Number (FRN) 901024. More information about the licence can be found on the Financial Conduct Authority’s register by accessing this link: https://register.fca.org.uk/s/
1.2 Orenda Financial Services Limited is an agent of NIUM (903023) (“Agent”) and is authorised by NIUM to provide services including Customer Services on behalf of NIUM to You. “Customer Services” means the primary direct support provided by the Agent to You through web sites, desktops, e-mail, wireless devices, or from any other communications channel to address any queries and provide response to any issues arising from the Programs.
1.3 The Customer and the User shall be collectively referred to as “You” or “Your” in these Terms and Conditions and shall be binding on the Customer and the User upon activation of the Virtual Account by the Customer or any User.
2. ELIGIBILITY AND OBLIGATIONS
2.1 You must meet all eligibility criteria stipulated by NIUM and satisfy any due diligence checks conducted by NIUM to be eligible for the Virtual Account.
2.2 Notwithstanding clause 2.1, NIUM may, in its sole discretion and without having to assign any reason, refuse to issue the Virtual Account to You or to recall, suspend or terminate any Virtual Account that has been issued to You.
2.3 You shall deliver or cause to be delivered, to NIUM such information as NIUM may reasonably request including but not limited to documents and/or information regarding Your financial affairs and/ or identity. You represent and warrant that all information provided by You or any third party on Your behalf is accurate in all material respect and You will not omit or withhold, any information which would make such information inaccurate in any material respect.
2.4 You shall notify the Agent immediately (a) when there are changes to any information pertaining to You, or any transaction which You have previously provided to the Agent or NIUM and (b) if You become aware of any event, suspicious activity, investigation or occurrence relating to Anti-Money Laundering/Combating the Financing of Terrorism, sanctions that implicates the Agent or NIUM or any of our respective officers, directors, employees or agents including, to investigations, enforcement actions or criminal actions and in the case where it affects You, provide details of transactions conducted through the relevant virtual account in the preceding twelve month period.
3. AGENT APP
3.1 Your use of the Virtual Account is facilitated by the Agent’s mobile application, platform or website (“Agent APP”).
3.2 Your use of the Agent APP is subject to the terms and conditions imposed by the Agent which are separate and independent of these Terms and Conditions. NIUM accepts no responsibility or liability in any way for Your access and use of the Agent APP. NIUM makes no representations or warranty as to the relevancy, adequacy, commercial value, completeness or reliability of the Agent APP.
3.3 You authorise the Agent to (a) supply all information and give Instructions concerning You, any transaction and the Program to NIUM and (b) receive any information or Instructions in connection with the Program, You on Your behalf and in each case, You shall be bound as though You had given or receive the information, notices, instructions or communications. “Instruction” means an instruction provided by You or any third party on Your behalf to the Agent including any instruction made by telephone, letter, text message, email or via the Agent APP. Any Instruction shall be binding upon You once it is submitted to the Agent.
3.4 You further authorise, NIUM to accept, rely and act upon any information and Instructions transmitted by the Agent to NIUM. Where NIUM receives any information or Instruction from the Agent, NIUM shall be entitled to treat such any information and instruction as having been received from You. NIUM is under no obligation to check the authenticity or accuracy of any instruction received from the Agent and shall not be liable for any Losses incurred or suffered by You or any person for complying with such information or Instruction.
3.5 Prior to submitting an Instruction to the Agent, You shall ensure that all information contained in the Instruction is complete and accurate. If You subsequently learns of any error in the Instruction, You must immediately notify the Agent in writing.
3.6 If You fail to provide a timely, accurate and complete Instruction, NIUM may be unable to process such Instruction or may have to delay the processing of such Instruction. NIUM shall not be liable for any Losses incurred or suffered by You or any person as a result of such delay or failure in processing such Instruction.
3.7 NIUM may in its sole discretion screen all instructions given by You in relation to the Virtual Account before carrying out such Instructions.
3.8 NIUM may, at its sole discretion, without providing any explanation or liability, refuse to act upon any Instruction received from the Agent. NIUM shall, to the extent permitted by applicable laws and practicable, inform You via the Agent the reason of such refusal.
3.9 You are responsible for maintaining Your own records related to any transactions and for reconciling such records against any entries made available on the Agent APP. You must notify the Agent immediately, and in any event, no later than thirteen (13) months after the transaction date, any unauthorised, incorrect, disputed entry is entered on the Agent APP or upon You becoming aware of the same. Following the expiry of this period, any such entry in the Agent APP shall be deemed as agreed.
4. THE VIRTUAL ACCOUNT
4.1 Subject to these Terms and Conditions, You may open and maintain one or more multi-currency virtual account (“Virtual Account”) with NIUM to:
(a) receive and maintain the Available Balance in a Supported Currency. “Available Balance” means the total balance of funds received by NIUM from You or a third party approved by NIUM which are no longer subject to a right of recall initiated by the payment provider or financial institution from which the funds are sent; “Supported Currency means Pounds (GBP), United States Dollars (USD) or any other currencies as supported by NIUM from time to time;
(b) convert a Supported Currency into a currency of choice made available by NIUM from time to time; and facilitate the transfer of funds to Yourself or to third party approved by NIUM.
4.2 Your Virtual Account is a payment account and is not a bank (deposit) account. You acknowledge that the Financial Compensation Scheme does not apply to Your Virtual Account.
4.3 You shall be responsible for all risks (including without limitation, fluctuations in the value of currency held) associated with maintaining the funds in one or more foreign currencies.
4.4 You acknowledge and agree:
(a) the Virtual Account is not a bank account and does not offer the features and benefits of a traditional bank account and the funds held in the Virtual Account do not constitute deposits and do not earn any interest; and
(b) funds received by NIUM on your behalf shall be credited and held in a Customer Money Account. “Customer Money Account” means a non-interest bearing bank account established and maintained by NIUM with a financial institution in accordance with Applicable Laws for the purpose of maintaining funds held on behalf of any third party which is held separately from any other funds of NIUM.
4.5 You represent and undertake that:
(a). You own all titles, interest and rights to all funds deposited into the Virtual Account. No person or entity other than You have any rights in and to such funds;
(b) You are solely responsible for reporting to all applicable government tax authorities in respect of funds deposited into any Virtual Account and for the payment of any applicable taxes that apply to such funds as well as any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls. You represent and warrant that it is in compliance with any applicable tax legislation and will remain compliant during the term of these Terms and Conditions.; and
(c) (where the Depositor is located in India) it is a merchant offering (i) digital content or services or (ii) online travel services (“Import Services”).
4.6 You may not:
(a) request NIUM to initiate a reversal of any amount received in the Virtual Account;
(b) assign, charge, declare trust over or transfer the benefit of all or any part of any funds held in the Virtual Account; or
(c) accept or request NIUM to accept any funds made via over the counter checks or cash deposit to the Virtual Account or does not originate from the bank account of the Depositor.
4.7 NIUM shall not be required to provide services in relation to any Virtual Account unless:
(a) the Depositor is located in an Approved Jurisdiction. “Approved Jurisdictions” means means those countries as notified by the Partner to You from time to time being where NIUM has the ability to facilitate the provision of services pursuant to the Programs and “Approved Jurisdiction” shall be construed accordingly;
(b) with respect to each Depositor, deposit of funds into any Virtual Account (i) is not made via over the counter checks or cash deposit and (ii) originates from the bank account of the Depositor. “Depositor” means You or any individual, company or organisation located in an Approved Jurisdiction that deposits funds into any Virtual Account;
(c). (where the Depositor is located in India) such deposit relates to an Import Service; and
(d) the result of any due diligence checks on any Transaction is satisfactory.
4.8 NIUM may cancel, reverse, demand refund, debit the Virtual Account, cause any amount of the funds to be unavailable for withdrawal or treat the Virtual Account as overdrawn and make corresponding adjustments to any entry at no liability to You if:
(a) NIUM needs to correct any error or omission;
(b). NIUM is required to return the funds to the Depositor;
(c). NIUM has not received cleared and unconditional funds or in time; or
(d) where NIUM has reasonable grounds to do so for any other legitimate reasons.
4.9 NIUM shall not be liable to make up for any shortfall in any amounts received by You in the Virtual Account unless such shortfall is due to the negligence or default of NIUM.
4.10 Notwithstanding Clause 4.1, NIUM may, in its sole and absolute discretion and without liability to You, refuse to open the Virtual Account for You.
5. SAFEGUARDING THE AVAILABLE BALANCE
5.1 NIUM adheres to the requirements under the Electronic Money Regulations 2011 to ensure the safety and liquidity of the Available Balance held on Your behalf.
6. FEES
6.1 he availability of the Programs is subject to You paying the fees (a) as set out in the pricing schedule made available to You by the Agent and (b) displayed on the Agent APP.
6.2 With respect to the Programs, NIUM charges the following fees:
(a) a fixed transaction fee;
(b) a margin on the currency exchange rate. All currency is converted at NIUM then current rate of exchange. NIUM calculates its rate of exchange based on reference rates provided by Reuters (“Reference Rates Provider”) plus a margin. NIUM may change our Reference Rates Provider from time to time without notice to You. Most currency currency exchange rates are adjusted several times daily in line with the relevant closing rates of global financial markets. With respect to a Withdrawal Request, the currency exchange rate is displayed on the Agent APP once desired destination and the amount intended to transfer is selected. The currency is converted at the time of the transfer.
6.3 All amounts charged in connection with any transactions, fees and any amounts due and owing under the Programs shall be deducted from any Available Balance.
6.4. If the outstanding fees and any other amounts due under these Terms and Conditions exceed the Available Balance, such shortfall represents a debt immediately due and payable under the Programs on demand (“Demand Date”).
6.5 A late interest of 2% each month shall be charged on any unpaid amounts owed under the Programs for the period beginning on the Demand Date and ending on the date such outstanding amounts are paid in full.
6.6 The Agent shall provide a statement of fees which provides an overview of the fees You have paid in respect of the Programs over the year upon request.
7. SECURITY OF THE VIRTUAL ACCOUNT
7.1 You shall be solely responsible for the security of the Virtual Account and for all transactions and charges incurred under the Virtual Account.
7.2 You must take all steps to safeguard the Virtual Account and any security related details (“Access Details”) relating to the Virtual Account which at the minimum include all of the following:
(a) updating Your device browser to the latest version available;
(b) patch Your device’s operating system with regular security updates provided by the operating system provider;
(c) install and maintain the latest anti-virus software on Your device; and
(d) use strong passwords, such as a mixture of letters, numbers and symbols.
7.3 You undertake and never to disclose Your Access Details to a third party. If You disclose any of Your Access Details to a third party, You will be liable for all losses incurred in connection with the Virtual Account.
7.4 You undertake to provide, and update NIUM from time to time to, with complete and accurate contact details.
7.5 You shall enable transaction notification alerts on any device which You have communicated to NIUM that such device would be used to receive transaction notifications from NIUM and monitor all transaction notifications sent by NIUM.
7.6 If You have any indication or suspicion that the Access Details have been stolen, misappropriated, used without authorization or otherwise compromised, You must notify NIUM immediately. Any delay in or failure to notify NIUM promptly may result in You being liable for all transactions and losses incurred in connection with the Virtual Account.
7.7 You authorise NIUM to accept, rely and act upon any instruction received, or purported to be received from You. Where NIUM receives any instruction from a person using the Access Details, NIUM shall be entitled to treat such instruction as having been received from You. NIUM is under no obligation to check the authenticity or accuracy of any instruction received from You and shall not be liable for any losses incurred or suffered by You or any third party for complying with such instruction.
7.8 NIUM may in its sole discretion screen all instructions given by You in relation to the Virtual Account before carrying out such instructions.
7.9 NIUM may, at its sole discretion, without providing any explanation or liability, refuse to act upon any instruction received from You.
8. WITHDRAWAL FROM VIRTUAL ACCOUNT
8.1 You may withdraw the funds in the Virtual Account (“Withdrawal Request”) at any time in accordance with these Terms and Conditions.
8.2 You may not withdraw funds from the Virtual Account if:
(a) the amount is less than the minimum withdrawal threshold, which at the date of these Terms and Conditions is USD 100 or currency equivalent. NIUM may, in its sole discretion, vary the minimum withdrawal threshold from time to time upon notice to You; or
(b) after deducting all Fees and any other amounts due and owing to NIUM, such withdrawal would result in negative balance in the Virtual Account.
8.3 Upon receipt of a Withdrawal Request, NIUM shall initiate a Remittance to Your bank account (“Customer Bank Account”) or a bank account in the name of any Payee or such other third party (“Third Party Bank Account”) as may be approved by NIUM in writing from time to time in such amount and currency as indicated in the Withdrawal Request.
8.4 You shall ensure that the details of any Customer Bank Account or Third Party Bank Account are correct and complete and shall notify NIUM in writing in advance of any change to the Customer Bank Account or Third Party Bank Account. Until NIUM has been notified of such change and has had a reasonable opportunity to act on it, NIUM shall be entitled to process the Withdrawal Request to the existing Customer Bank Account or Third Party Bank Account. NIUM shall not be liable for any Losses arising from any Remittance due to incorrect or incomplete details provided by You or Your failure to inform NIUM in advance of any change to the Customer Bank Account or Third Party Bank Account.
8.5 You acknowledge and agree that the tax authorities of certain countries and/or jurisdictions may deduct certain tax, fee and/or tariff (“Remittance Taxes”) from the Transactions. If any Remittance is subject to Remittance Tax, the amount You or the Beneficiary actually receives may be different from the amount stated in the Instruction (“Shortfall”). NIUM shall not be required to make up for such Shortfall under any circumstances. You further acknowledges and agrees that Remittance Taxes are subject to changes from time to time and NIUM is under no obligation to notify You of any such changes.
8.6 Where foreign currency conversion is required pursuant to any Withdrawal Request, NIUM shall apply the prevailing exchange rate, as displayed on the Agent APP.
8.7 NIUM may, in its sole discretion, suspend, cancel, or refuse to complete a Withdrawal Request at any time without assigning any reason and without liability to You. In the event NIUM is unable to complete a Withdrawal Request for any reason, to the extent permissible under Applicable Laws and if practicable, it shall notify You promptly and provide reasonable details why such Transaction was not processed.
8.8 You may cancel any Withdrawal Request by sending a clear Instruction to the Agent provided that the Instruction for recall or cancellation is sent by the Agent to NIUM before NIUM has transmitted the Withdrawal Request to our Service Provider for processing.
8.9 Where the Withdrawal Request has been sent to our Service Provider for processing, NIUM shall use its reasonable effort to procure the recall or cancellation of such Withdrawal Request. NIUM does not guarantee that any recall or cancellation of Withdrawal Request would be successful.
8.10 Any funds returned may be subject to charges and expenses and foreign exchange losses when converted at the prevailing exchange rate and You agree to indemnify NIUM in full against any and all Losses incurred by NIUM in connection with such recall or cancellation.
9. UNAUTHORISED USE AND LOSS OR THEFT OF THE CARD
9.1 You must suspend the Virtual Account via the Agent APP and notify Agent immediately if any of the following events has occurred (each an “Unauthorised Transaction”):
(a) the security of the Virtual Account has been compromised; or
(b) any unauthorised transactions.
9.2 You shall provide the following information when requested by Agent:
(a) details of the Virtual Account;
(b) Your identification information;
(c) the type of authentication device, access code and device used to perform the Unauthorised Transaction;
(d) whether the Virtual Account, authentication device, or Access Details was lost, stolen or misused;
(e) the date and time of the loss or misuse and the date, time and method that the loss or misuse, was reported to the police;
(f) how You safeguard Your Access Details and whether You had disclosed the Access Details to a third party; and
(g) any other information about the Unauthorised Transaction known to You.
9.3 You must make a police report upon request by Agent and provide a copy of such report to Agent.
9.4 If You are not able to notify Agent of an Unauthorised Transaction as soon as You became aware of such incident, You must provide Agent with the reasons for the delayed report for example, it would be unreasonable for You to monitor a transaction notification during certain time or circumstances.
9.5 NIUM or Agent shall suspend the Virtual Account upon receipt of notification from You of a failure to do so in accordance with Clause 13.1 above until appropriate measures are taken to restore security to the Virtual Account.
9.6 You shall be liable for all transactions made via the Virtual Account prior to the notification. Any delay in or failure to notify Agent immediately may result in You being liable for all transactions and losses incurred in connection with the Virtual Account.
9.7 All communications and notifications to NIUM or Agent in connection an Unauthorised Transaction shall be in accordance with Clause 23.2
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10. INVESTIGATION OF CLAIMS OF UNAUTHORISED TRANSACTIONS
10.1 Where the Investigation outcome is decided in Your favour, NIUM shall credit the Virtual Account with the amount charged on the Virtual Account due to the Unauthorised Transaction (“Unauthorised Loss You acknowledge and agree that the Unauthorised Loss credited to the Virtual Account may be different to the amount originally processed on the Virtual Account due to exchange rates fluctuations or the Unauthorised Loss received may only be a partial refund of the original amount.
10.2 While NIUM endeavours to resolve each Relevant Claim in a fair and reasonable manner, if You do not agree with the Investigation Outcome, you may either mutually agree with NIUM to resolve the Relevant Claim through some other dispute resolution procedure such as mediation or You may commence proceedings under Clause 26.
11. LIABILITY FOR UNAUTHORISED TRANSACTIONS
11.1 You are solely liable for all losses arising from any Unauthorised Transaction that occurs under the Virtual Account unless any of circumstances described in clause 14.2 or 15.2 applies.
11.2 You shall not be liable for losses arising from any Unauthorised Transaction if such losses are due to any act or omission of NIUM or any of NIUM’s employees, agents, outsourcing service provider (“Representatives”) to provide the services in connection with the Virtual Account.
12. SUSPENSION AND TERMINATION OF THE VIRTUAL ACCOUNT
12.1 NIUM may suspend or terminate Your use of the Virtual Account and the Terms and Conditions at any time without assigning any reason upon notice to You.
12.2 You may suspend or terminate the Virtual Account at any time via the Agent APP or by notifying NIUM in accordance with Clause 23.2.
12.3 Upon termination, Your access to the Virtual Account shall be disabled.
13. SUSPENSION AND TERMINATION OF THE PROGRAM
13.1 You or NIUM may terminate Your subscription to the Programs upon expiry of the Minimum Term by giving 60 days prior written notice to the Agent. “Minimum Term” means a period of 3 years from the date of You activating an account on the Agent App.
13.2 You may at any time immediately terminate Your subscription to the Programs, in whole or in part, by written notice to NIUM if:
(a) NIUM or the Agent commits a material breach of these Terms and Conditions, which is not capable of remedy, or if capable of remedy, is not remedied to Your reasonable satisfaction within thirty (30) days of service of a notice requiring such remedy;
(b) NIUM or the Agent becomes insolvent; or
(c) there is a withdrawal or termination of any licence, permission or authorisation required by NIUM to act as a principal and to operate all its business in connection with the Programs.
13.3 NIUM may at any time immediately suspend or terminate the Programs in whole or in part, by written notice to You if:
(a) You or any User commits a material breach of these Terms and Conditions which is not capable of remedy, or if capable of remedy, is not remedied to NIUM’s reasonable satisfaction within thirty (30) days of service of a notice requiring such remedy;
(b) You become Insolvent;
(c) NIUM is (i) required to do so pursuant to an order from regulatory authorities, or applicable laws or (ii) reasonably believe that the Program is used for any purpose contrary to applicable laws or any unauthorized or fraudulent use; or (iii) the security of any of the Program has been compromised or (iv) pursuant to a request from the Agent;
(d) NIUM has terminated the appointment of the Agent;
(e) the results of any “know your customer” or other similar checks or screenings under applicable laws or regulations conducted on You are unsatisfactory or if NIUM determines in its reasonable discretion, continuing the Program could cause reputational, regulatory, financial or operational harm to NIUM;
(f) there is a withdrawal or termination of any licence, permission or authorisation required to operate the Customer’s business; or
(g) the Customer undergoes a change of Control, or a sale or other disposal of any substantial division or part of the Customer’s business provided that NIUM shall not exercise its suspension or termination right if the Customer have notified NIUM of the Change of Control, sale or disposal of Your business and NIUM has determined that NIUM may continue to provide the Program to the Customer.
13.4 Upon termination of the Programs and subject to clause 16.5, NIUM shall initiate a refund of any unused Available Balance (less applicable taxes, charges and fees payable by You under the Programs) (“Remaining Balance”) to a bank account as instructed by the Customer (“Customer Bank Account”) within sixty (60) Business Days of NIUM’s receipt of the Customer’s written request. Any initiation of refund of such Remaining Balance to the Customer Bank Account shall constitute a good discharge of NIUM’s obligation under this clause.
13.5 NIUM’s obligation to refund the Remaining Balance is subject to satisfactory due diligence checks. In the event NIUM is not able to refund the Remaining Balance to the Customer, NIUM shall to the extent permissible by applicable laws and practicable, notify the Customer of the reasons.
13.5 The rights conferred on NIUM under these Terms and Conditions shall survive termination.
14. INACTIVE VIRTUAL ACCOUNT
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14.1 If for a period of twelve (12) consecutive months no transactions and no payments have taken place via the Virtual Account or You have maintained a zero balance in the Virtual Account, NIUM may designate such Virtual Account to be “Inactive”. Once the Virtual Account has been designated as Inactive, NIUM may disable certain features or charge a monthly fee to maintain the Virtual Account. Such monthly fee shall be deducted from the Available Balance.
14.2 NIUM may terminate a Virtual Account after it has been designated as Inactive upon sixty (60) days prior written notice to You.
14.3 In the event there are funds held in the Inactive Virtual Account, the Partner shall inform You to obtain a refund of the remaining balance.
15. PERSONAL DATA AND CONSENT TO DISCLOSURE
15.1 You agree that any information provided by You to NIUM or the Agent or otherwise collected during the duration of Your use of the Programs (“Personal Data”). You agree that any Personal Data may be disclosed to: (i) the Agent; (ii) NIUM’s or the Agent Representatives; (iii) companies within NIUM or the Agent’s group of companies; (v) the providers of services and benefits associated with the Virtual Account; (vi) consumer credit bureaus, collection agencies and lawyers; (viii) parties who accept the transfer of funds from the Virtual Account in payment for goods and/or services purchased by You; (x) banks, financial institutions, government agencies, statutory boards or authorities in the United Kingdom or elsewhere; (xii) anyone to whom NIUM may transfer contractual rights; and (xi) any other party approved by You or to whom NIUM consider it in necessary to make such disclosure for the purpose of performing our obligations or exploiting our rights under the Terms and Conditions.
15.2 You agree that NIUM may use Your Personal Data in accordance with its respective privacy policy, which is available at: https://www.nium.com/privacy-notice/
15.3 NIUM may use your Personal Information to identify goods and services in which You may be interested; and market offers to you (by mail, e-mail, telephone, SMS, via the internet or using other electronic means) in relation to such goods and services. You agree that Your consent will remain in place until You withdraw it or until 12 months after You cease using the Virtual Account. If you wish to opt-out of receiving marketing information from NIUM, You may do so in accordance with clause 23.
16. INTELLECTUAL PROPERTY
16.1 You agree that the NIUM and the Agent web-pages (including service marks, logos and trademarks), applications, process and systems, and deliverables produced by NIUM and the Agent for purposes in connection with these Terms and Conditions (including without limitation, reports, compilations and databases in any and all media) and the Virtual Account (collectively, NIUM IP) are and shall remain the exclusive property of NIUM and the Agent and are protected by copyright law or other intellectual property laws. You agree that no copyright or other intellectual property rights, title or interest, whether express or implied, in any of NIUM IP shall be acquired by You, except to the extent expressly contemplated in these Terms and Conditions. You shall not distribute, disclose, sell NIUM IP or permit use of NIUM IP by, any third party whether in whole or in part without the express written consent of NIUM. You shall not, directly or indirectly, copy, modify, decompile, disassemble, reverse engineer or otherwise attempt to derive or discern the source code or internal workings of NIUM IP. You may not: (i) reproduce any part(s) of NIUM IP in any form; (ii) create any derivative work based thereon; (iii) incorporate the site into other websites, electronic retrieval systems, publications or otherwise.
17. INDEMNITY
17.1 You agree to indemnify, defend and hold harmless NIUM, the Agent and its respective Representatives from and against any and all losses whatsoever and howsoever arising which NIUM or the Agent may sustain, incur, suffer or pay in connection with these Terms and Conditions, any use of the Virtual Account and any other services provided in related thereto.
18. EXCLUSION AND LIMITATION OF LIABILITY
18.1 NIUM and the Agent make no representations or warranties, express or implied, as to:
(a) the satisfactory quality, fitness for a particular purpose, no infringement and performance or otherwise of the Virtual Account and any other services provided in related thereto; and
(b) any products and services provided by a Service Provider or any other third party and shall not be liable for (i) the delivery, quality, safety, legality or any other aspect of goods or services that You purchase from third party merchants using the the Virtual Account; (ii) if certain merchants refuse to accept payments made via the Virtual Account.
18.2 To the extent permitted under applicable laws, NIUM and the Agent shall not be liable to You for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of cause of action) in connection with these Terms and Conditions, the Virtual Account and any other services provided in related thereto. You acknowledge and agree that the exclusion and limitation of liability in this section are reasonable having regard to all relevant factors, including the nature of the services provided and the allocation of risk and liability between the parties.
19. NOTICES
19.1 Notices may be provided to You in the English language by NIUM or the Agent via (i) electronic mail, (ii) short message service (“SMS”), (iii) personal delivery or ordinary post to Your address last known to NIUM or the Agent or the Customer, (iv) through NIUM’s or the Agent’s website, the statement of account or any electronic medium determined by NIUM; or (v) Agent APP (“Communication Mode”) and You consent and agree to receive notices via any of such Communication Mode. All notices in electronic format shall be considered to be “in writing,” and shall be deemed to have been received by You no later than one (1) Business Day after posting or dissemination, whether or not You have actually received or retrieved such communication. NIUM and the Agent reserve the right to provide notices in paper format. Your consent to receive notices electronically is valid until you revoke Your consent by notifying NIUM or the Agent. If You revoke your consent to receive notices electronically, NIUM may terminate your right to use the Virtual Account, and You accept sole liability for any consequence resulting from such revocation of consent.
19.2 You may contact the Agent via the contact details displayed in the Agent APP or as notified by the Agent to You from time to time and NIUM via the following contact details. Any notice given to NIUM shall be in the English language:
NIUM:
Address: 05-132 1 Poultry, London, EC2R 8EJ
Email: escalations@nium.com
Website: www.nium.com
Agent:Orenda Financial Services Limited
Address: Reedham House, 31 King Street West, Manchester, Greater Manchester, England, M3 2PJ
Email: enquiries@orenda.finance
Website: https://www.orenda.finance/
20. VARIATIONS TO TERMS AND CONDITIONS
20.1 NIUM may vary the Terms and Conditions from time to time. Any amendments or variations shall come into effect upon the Agent publishing a revised version on the Agent APP or NIUM publishing a revised version on NIUM website or platform. Your continued subscription to the Programs or use of the Virtual Account shall constitute acceptance of the revised Terms and Conditions.
21. ASSIGNMENT
21.1 You may not assign or transfer any rights under these Terms and Conditions, the Programs, any Virtual Account to any third party.
21.2 NIUM may assign and transfer any of its rights and obligations under these Terms and Conditions.
22. DISPUTE RESOLUTION
22.1 Without prejudice to either party’s rights or remedies under these Terms and Conditions, if any dispute between You, the Agent and NIUM (each a “Disputing Party”) arises out of or in connection with these Terms and Conditions (“Dispute”), either Disputing Party shall give to the other a written notice of the Dispute, setting out the nature and full particulars of such Dispute, together with any relevant supporting documents (“Dispute Notice”). Following service of the Dispute Notice, the Disputing Parties shall attempt to resolve the Dispute in good faith.
22.2 If the Disputing Parties are unable to resolve the Dispute within fourteen (14) Business Days of service of the Dispute Notice or such other period as mutually agreed between the Disputing Parties (“Period”), either Disputing Party shall be entitled to commence proceedings under clause 27.
22.3 If the Dispute is resolved within the Period, any settlement shall be recorded in writing and signed by the authorised representative of each Disputing Party.
22.4 Nothing in this clause shall prevent either Disputing Party from making any application for injunctive relief it considers necessary to protect its position.
22.5 If You are micro-enterprise or a small business, You have the right to apply to the Financial Ombudsmen for the settlement of a dispute with NIUM or the Agent, which is an alternative dispute resolution institution between financial service providers and the consumers in accordance with the following terms and procedures:
(a) before applying to the Financial Ombudsmen for dispute settlement, You must apply to NIUM, specifying the circumstances of the dispute and your claim within six years of the problem happening;
(b) in the event You are not satisfied with NIUM’s response or You have failed to receive a response from NIUM within the time frame indicated in 26.5, You shall have the right to apply to the Financial Ombudsmen to resolve this dispute provided You do so within six months after You have first contacted NIUM. Upon expiration of this term, You lose the right to apply to the Financial Ombudsmen for such dispute except where there are exceptional circumstances;
22.6 If You are micro-enterprise or a small business, You may apply to the Financial Ombudsmen for a dispute with NIUM:
(a) by filling out the online complaint form online on the Financial Ombudsman website at https://sme.financial-ombudsman.org.uk/complain/can-help
(b) by telephone by calling the Financial Ombudsmen helpline on 0800 032 8000.
22.7. If You are micro-enterprise or a small business and You have determined that NIUM or the Agent has violated the legislation regulating the financial market, You have the right to file a complaint with the Financial Ombudsmen regarding possible violations of financial market legislation. Your complaint to the Financial Ombudsman can be submitted as follows:
(a) by filling out the online complaint form online on the Financial Ombudsman website at https://www.financial-ombudsman.org.uk/contact-us/complain-online;
(b) by telephone by calling the Financial Ombudsmen helpline on 0800 023 4567.
23. GOVERNING LAW AND JURISDICTION
23.1 The Terms and Conditions are governed by the laws of England and Wales and You hereby irrevocably submit to the exclusive jurisdiction of the English courts for all disputes arising from, as a result of or in connection with these Terms and Conditions (“Proceedings”) and waive any objections to Proceedings in any court on the grounds that the Proceedings have been brought in an inconvenient forum. Such submission shall however not affect the right of NIUM to take Proceedings in any other jurisdiction and NIUM shall be at liberty to initiate and take actions or Proceedings or otherwise against You in the English courts and/or elsewhere as NIUM may deem fit, whether concurrently or not.
24. FORCE MAJEURE
24.1 Non-performance of NIUM and the Agent shall be excused to the extent that performance is rendered impossible by strike, fire, flood, other natural disasters, governmental acts, acts of terror or orders or restrictions, failure of suppliers, market disturbance, or act of God, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party (“Force Majeure Event”).
25. MISCELLANEOUS
25.1 Except by a person who is NIUM’s assignee pursuant to clause 25.2 above, a person who is not a party to these Terms and Conditions shall not have any rights to enforce any term of these Terms and Conditions.
25.2 In the event any provision or part of the Terms and Conditions is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Terms and Conditions, will be inoperative.
25.3 Any delay in enforcing NIUM’s or the Agent’s rights under these Terms and Conditions or any waiver as to a particular default or other matter shall not constitute a waiver of NIUM’s or the Agent’s rights to the future enforcement of its rights under the Terms and Conditions, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.
25.4 NIUM and the Agent are independent contractors for all purposes and is in no way Your agent or trustee nor the agent or trustee of any person from which payments are received through the Virtual Account.
SMALL CHARITY AND MICRO-ENTERPRISE CARD TERMS AND CONDITIONS Version 1, applies from 1 April 2022 1.
WHO ARE WE?
1.1. Our company. We are UAB “NIUM EU“,, registered in Lithuania with company number 304548794 (NIUM / we / us / our). Our registered office is at Konstitucijos pr. 21B, Vilnius, Lithuania.
1.2. Bank of Lithuania authorisation. We are authorised by the Bank of Lithuania (BOL) as an Electronic Money Institution, with permission to issue electronic money (e-money) and provide payment services. Our authorisation code is LB000420.
2. WHY HAVE YOU RECEIVED THESE TERMS AND WHAT IS OUR ROLE?
2.1. You applied for a virtual account. You have received these terms and conditions (Terms) because you signed up to an app (App) which offers a virtual account as part of its service, and you have made an application to receive such virtual account. The App is not operated by us, but by our agent (App Provider). We are the issuer of the virtual account (Virtual Account) and the App Provider has been appointed by us to offer our Virtual Account to you, as well as to provide support to the users of the Virtual Account.
2.2. These Terms are for charities and enterprises only. You have applied for the Virtual Account on behalf of a charity or an enterprise (Organisation), to use the Virtual Account in connection with its economic activities.
2.3. Authority to agree to these terms on behalf of the Organisation. By confirming your agreement to these Terms on behalf of the Organisation you represent, you confirm that you have appropriate authority to enter into an agreement with us on these Terms and bind the Organisation to this agreement. If you do not have appropriate authority, you will become personally liable for compliance with these terms. In these Terms, when we refer to “you” or “yours” we mean the Organisation you represent, who will be a party to this agreement with us. You must ensure that any person who will be permitted to use the Virtual Account complies with these Terms.
2.4. You must agree to these Terms in order to use the Virtual Account. Our role is to provide e-money and payment services in respect of the Virtual Account. Your agreement to these Terms on behalf of the Organisation you represent is a condition necessary to apply for and use the Virtual Account. If you do not agree to these Terms, you will not be issued the Virtual Account and, if you have already received a physical Virtual Account, your Virtual Account will not be activated, and you will not be able to use it. You will be asked to agree to these Terms by the App Provider, usually when you apply for the Virtual Account in the App. If you do not agree to these Terms, you should not apply for the Virtual Account and you should not use it.
3. WHY IS IT IMPORTANT FOR YOU TO READ THESE TERMS?
3.1. Please read these Terms carefully. These Terms set out the terms and conditions on which we provide the Virtual Account to you, what your obligations are in respect of the Virtual Account, 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 this agreement between you and us may be terminated. We recommend that you save a copy of these Terms.
3.2. Legally binding agreement. When we accept your application for the Virtual Account, a legally binding agreement will be created between you and us, on the terms and conditions set out in these Terms. You will be notified when your application has been accepted.
3.3. Organisations that do not qualify as small charities and micro-enterprises will have different rights. Certain provisions of these Terms will apply differently to small charities and micro-enterprises, and differently to Organisations that do not qualify as such. This will be indicated in the relevant paragraphs of these Terms. If the provisions of these Terms do not mention different application of its provisions depending on the status of your Organisation, such provisions will apply to all types of Organisations. If you are an Organisation that is not a small charity or a micro-enterprise, you hereby agree to contract-out of (i.e. disapply) certain terms applicable only to small charities and micro-enterprises, as indicated in the relevant provisions of these Terms. A “small charity” is one with an annual income of less than EUR 2 million and “micro-enterprise” is an enterprise (in whatever legal form, including selfemployed individuals, family businesses, partnerships or associations engaged in an economic activity) whose annual turnover and/or balance sheet total does not exceed EUR 2 million and employs fewer than 10 people.
3.4. Updates to these Terms. If we need to make any changes to these Terms, we will ask the App Provider to notify you of the new Terms, or will contact you directly. If you are a small charity or a micro-enterprise, we will notify you at least 60 days before we implement the changes. In exceptional circumstances, where it is impossible for us to give you at least 60 days’ notice in advance (for example if there are urgent legislative changes), the notice period may be shorter, but we will do our best to give you as much notice as possible (Change Notice). If you are not a small charity or a micro-enterprise, we will use reasonable endeavours to provide our Change Notice to you at least 30 days’ before we implement the changes. Whether or not you are a small charity or micro-enterprise, if we need to introduce changes that are less favourable to you than the Terms to which you agreed when you applied for the Virtual Account, and you do not agree to such new Terms, you can notify us (usually via the App but you can also contact the App Provider or us directly) that you reject the proposed new Terms. Your rejection will mean 2 that you wish to terminate this agreement and cancel the Virtual Account. You will not be charged anything for terminating this agreement in these circumstances. You must notify us before the expiry of the Change Notice, i.e. before the date when we propose to implement the new Terms. If we do not hear from you before such date, we will assume that you have accepted the changes, and you will be deemed to have accepted the new Terms.
3.5. Privacy Policy. We will collect some personal data about you and the user of the Virtual Account in connection with the Virtual Account application and the use of the Virtual Account. For information regarding how we process personal data, please see our Privacy Policy
https://www.nium.com/privacy-notice/. 4. ELIGIBILITY
4.1. You must satisfy our eligibility criteria. You must meet all eligibility criteria stipulated by us and communicated to you via the App or by the App Provider.
4.2. We will carry out checks. We are required by law to carry out certain checks on all our customers before we agree to provide our Virtual Account and 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 and truthful to the best of your knowledge. Our due diligence checks are normally carried out before a Virtual Account application is approved, but we reserve the right to carry out appropriate checks at any time, including before we process any transaction. Failure to comply with our requests for information or documentation may result in the refusal of your Virtual Account application and/or suspension of your Virtual Account.
4.3. Keeping us updated. It is very important to keep us updated about any changes to the information provided as part of your Virtual Account application 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 Virtual Account illegal. You must inform us promptly about any changes to your circumstances affecting your eligibility for the Virtual Account and/or your ability to comply with these Terms.
4.4. We will have the right to refuse any Virtual Account application. We have the right to refuse any Virtual Account application at any time and without providing any reason for our refusal.
5. THE APP AND OTHER THIRD PARTY SERVICES
5.1. We are not operating the App and are not responsible for the App. The App through which you applied for the Virtual Account, and which enables you to manage the Virtual Account and seek support in respect of the Virtual Account, is not operated by us, but by the App Provider. Your use of the App is subject to the App Provider’s terms and conditions which are separate and independent of these Terms. We are not responsible for the proper functioning of the App, and we cannot make any promises that it will always be available, that it will operate in accordance with your expectations, or that it will be safe and secure. Although we expect all our partners and agents to provide a high standard of services to all our cardholders, including reliable and secure mobile and web applications used for the management of our Virtual Accounts, we do not endorse the App and will not be responsible for any faults and failures of the App.
5.2. Third party services offered by the App. We are also not involved with any other products or services offered by the App, for example if the App offers any loyalty schemes, savings or lending products. Any services or products, including any links to third party apps or websites, are arranged solely by the App Provider without our involvement, endorsement or recommendation. As a result, we will not be responsible for any matters related to such third party services, and we do not endorse or recommend them.
5.3. The App and the App Provider are your primary points of contact. If you have any question or issues related to the Virtual Account and its use, you should direct your queries to the App Provider in the first place, by such means as the App Provider makes available to support the Virtual Account (for example email, in-App chat or telephone). By applying for the Virtual Account and using the App, you authorise the App Provider to collect and pass on to us all information, communications and instructions submitted by you, for example the information provided on the Virtual Account application form, and any payments or other transaction instructions. This includes information, communications and instructions submitted by any means accepted by the App Provider, for example in-App 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 App Provider, as if the information, communications and instructions were given to us directly by you. Please note that we are not required to check their accuracy.
5.4. 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 App Provider, via the App or by any other means is complete and accurate. Failure to provide complete information may cause delays, for example, we may be unable to process your instructions. If you notice any error in any information, communication or instruction provided to us, you should correct it as soon as possible via the App or by contacting the App 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 App Provider), or as a result of any delays caused by any errors, inaccuracies or late submission of any instructions or requests.
5.5. We may screen instructions received from you, but we are not obliged to do so. We will have the right to screen any instructions received in respect of your Virtual Account, as this may be necessary for us to comply with applicable laws and regulations. We may refuse to act on any instructions or request received from you, if we consider this necessary to comply with our legal and regulatory obligations, for security reasons, if you are in serious breach of these Terms, or to protect us from suffering a loss. 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. 5.6. Monitor your use of the Virtual Account and keep your own records. The App Provider will provide you with records of all your Virtual Account transactions, whether via the App 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 us if you notice any errors. You should also enable the App to send you
notifications of all transactions involving your Virtual Account. Please note that although the Virtual Account transactions records are provided by us to the App Provider, we cannot be responsible for the accuracy of the records displayed by the App, unless any errors are as a result of our failure. You should report all inaccurate records or notifications of Virtual Account transactions as soon as you become aware of them.
6. USING THE VIRTUAL ACCOUNT
6.1. About the Virtual Account. The Virtual Account allows you to: (a) receive and maintain the Available Balance (as defined below) in a Supported Currency (“Pay In”); (b) convert a Supported Currency into a currency of choice made available by NIUM from time to time; and (c) facilitate the transfer of funds to Yourself or to third party approved by NIUM (“Pay Out”).
6.2. Your Virtual Account is not a bank account. You acknowledge and agree that the Virtual Account is a payment account with an identification number linked to a master account owned and maintained by us with a partner bank. You acknowledge and agree that a payment account and is not a bank (deposit) account. Funds held in a Virtual Account do not earn any interest and the Virtual Account does not offer the features and benefits of a traditional bank account.
6.3. Activating your Virtual Account. As part of the activation process, the user will be asked to create a PIN and/or other security credentials (for example passwords and security questions), which will be used to authorise your transactions. See paragraph 6.4 below for more details regarding the security credentials requirements.
6.4. You must keep your Virtual Account and your security credentials safe. You must ensure that:
(a) your Virtual Account is kept safe from loss or theft;
(b) the PIN and any other security credentials used to authenticate Virtual Account transactions are known only to the authorised user and are shared with anyone (even with other personnel of the Organisation); and
(c) the App can only be accessed by your authorised users and all devices used by them to access the App are appropriately protected from access by any unauthorised persons. We do not recommend writing down or storing the PIN and any other Virtual Account security credentials, or any login details to your App. However, if you have to store such details somewhere, you should not store them near to your Virtual Account and you should use secure and safe storage solutions. Revealing the PIN or other security credentials to anyone, or behaving carelessly with regards to the security of the Virtual Account may result in unauthorised transactions being processed using your Virtual 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.
6.5. When you must suspend your Virtual Account and notify us. You must suspend your Virtual Account within the App and notify us immediately if:
(a) you believe the security of the Virtual Account has been compromised (for example, if someone has gained access to the PIN, other security credentials and/or the App);
(b) your Virtual Account is not working properly; and/or
(c) you have identified an unauthorised transaction made using your Virtual 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 Virtual Account. If you have not suspended your Virtual Account, we will suspend it after receipt of your notification.
6.6. Your authorised user is the only person that is permitted to use the Virtual Account. The Virtual Account is issued to the Organisation for use in connection with its economic activities only. The Virtual Account can be used only by the person authorised by you and cannot be used by anyone else, or by any other business or other organisation.
6.7. Funding your Virtual Account. You will only be able to perform a Pay Out using your Virtual Account if you have a sufficient balance of funds available in cleared funds (Available Balance). “Cleared funds” means that the funds have been unconditionally received by us and cannot be recalled by you or the payment services provider used to fund the Virtual Account. All funds must be paid into a bank account nominated by us, details of which will be provided to you via the App (or otherwise notified to you by the App Provider). The Virtual Account must be pre-funded in a currency supported by us, which will be notified to you via the App (or by any other means). The funds paid to us to fund your Virtual Account will be kept by us in accordance with the EU Payment Services Directive 2015/2366 (“PSD2) and Law of the Republic of Lithuania on Payment Institutions which ensure that any funds held by electronic money institutions, such as NIUM, are held safely. Please note that the Lithuanian Deposit Guarantee Scheme does not apply to your funds. If there is a shortfall in your Available Balance, we may be liable to you for such shortfall (i.e. we will be required to reimburse it) only if the shortfall is as a result of our error or failure.
6.8. You accept the risk of exchange rate fluctuations. If You maintain the Available Balance in one or more foreign currencies, you acknowledge and agree to accept the risk and losses associated with maintaining the Available Balance in one or more foreign currencies (including any risk with respect to foreign exchange rates fluctuation which may have an impact on the value of the Available Balance).
6.9. You own all titles, interest and rights in all Available Balance and are responsible for all tax reporting. You represent and undertake that:
(a) You own all titles, interest and rights to all Available Balance. No person or entity other than You have any rights in and to such funds;
(b) You are solely responsible for the reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of all Available Balance deposited into any Virtual Account. You are also responsible for any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls. You represent and warrant that
you are in compliance with any applicable tax legislation and will remain compliant during the term of these Terms and Conditions.; and
6.10. You may not assign, charge or declare trust or transfer benefit in the Available Balance. You may not assign, charge, declare trust over or transfer the benefit of all or any part of any Available Balance held in the Virtual Account
6.11. Restrictions on use of Pay Out. You are not allowed to use the Virtual Account to perform a Pay Out in connection with the following transactions:
(a) the prohibited list as set out on www.nium.com; and
(b) any activities or transactions prohibited by any laws that apply to you (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the UK government, the European Union or the United Nations).
6.12. Restrictions on use of Pay In. We may restrict your ability to use Pay In unless:
(a) the Depositor is located in an Approved Jurisdiction. “Approved Jurisdictions” means means those countries as notified by the Agent to You from time to time being where NIUM has the ability to facilitate the provision of services pursuant to the Programs and “Approved Jurisdiction” shall be construed accordingly;
(b) with respect to each Depositor, deposit of funds into any Virtual Account (i) is not made via over the counter checks or cash deposit and
(ii) originates from the bank account of the Depositor. “Depositor” means You or any individual, company or organisation located in an Approved Jurisdiction that deposits funds into any Virtual Account;
(c) (where the Depositor is located in India) you are a merchant offering (i) digital content or services or
(ii) online travel services, as applicable;
(d) (with respect to a Deposit where the location is the United States), the following limits have been exceeded:
(i) such Deposit is more than limit of USD250,000;
(ii) the total Deposits submitted to NIUM for processing for such Customer in a month has exceeded the total amount of USD250,000; and
(iii) the Deposits submitted to NIUM for processing in a year for such Customer has exceeded the total amount of USD2.5 million, (collectively, each a “US Limit” and collectively, “US Limits”).
(e) a Deposit is against any Applicable Laws or NIUM’s internal compliance policy or the result of any due diligence checks are unsatisfactory.
6.13. Transactions limits [RESERVED]
6.14. No reversal of Available Balance. You may not instruct us to reverse any amount received in the Virtual Account.
6.15. When we may cancel, reverse, demand refund or debit Available Balance.. We may cancel, reverse, demand refund, debit the Available Balance in the Virtual Account, cause any amount of the Available Balance to be unavailable for withdrawal or treat the Virtual Account as overdrawn and make corresponding adjustments to any entry if;
(a) we need to correct any error or omission;
(b) we are required to return the funds to the Depositor;
(c) we have not received cleared and unconditional funds or in time; or (d) we have reasonable grounds to do so for any other legitimate reasons.
6.16. Execution of Pay Out instruction. When, we will receive an instruction from the APP Provider to perform a Pay Out, we will be entitled to assume that you have consented to all transactions processed by us. We will only process the Pay Out instruction if you have sufficient Available Balance to cover the transaction (plus any applicable fees), and you have not exceeded any of the transaction limits set out in paragraph 6.9. If a transaction does not meet these criteria, we will not process it. We will also be entitled to refuse to process a transaction if:
(a) we have reasonable concerns about the security of your Virtual Account;
(b) we have 5 reasonable suspicion that your Virtual Account is being used in a fraudulent or unauthorised manner;
(c) you owe us fees and your debt to us exceeds your Available Balance;
(d) you are in serious breach of these Terms; or
(e) we are required to do so under any applicable law, regulation or guidance.
6.17. Transactions exceeding Available Balance. As mentioned in paragraph 6.11 above, we will normally reject any transaction that exceeds the Available Balance of funds. However, if any such transaction is processed by us, we will ask you to repay us all amounts exceeding the Available Balance. All such payments must be made by you immediately.
6.18. Currency of transactions. The currencies supported by us will be notified to you (usually via the App). If we receive a Pay Out instruction for processing in a currency which is
not supported by us, we will convert such currency into one of the currencies supported by us at the applicable exchange rates. Your Virtual Account 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 us.
6.19. You must ensure details of your bank account and the bank account of any beneficiary is correct and complete. You must ensure that the details of your bank account and the bank account of any third party beneficiary are correct and complete and shall notify us in writing in advance of any change to your bank account or the bank account of any third party beneficiary. Until we have been notified of such change and has had a reasonable opportunity to act on it, we shall be entitled to process the Pay Out instruction your existing bank account and the existing bank account of the relevant third party beneficiary. We are not liable for any losses arising from any Pay Out instruction due to incorrect or incomplete details provided by You or Your failure to inform us in advance of any change to your existing bank account or the existing bank account of the relevant third party beneficiary. 6.20. Remittance Taxes may be applicable to a Payout. You acknowledge and agree that
the tax authorities of certain countries and/or jurisdictions may deduct certain tax, fee and/or tariff (“Remittance Taxes”) from a Pay Out. If any Pay Out is subject to Remittance Tax, the amount you or the third party beneficiary actually receives may be different from the amount stated in the Pay Out instruction (“Shortfall”). We are not required to make up for such Shortfall under any circumstances.
7. FEES
7.1. What fees apply to your use of the Virtual Account? The Fees that apply to your Virtual Account will be displayed in the App and are attached in Appendix B to these Terms.
7.2. How will we charge all fees and payments due to us? All fees that apply to your Virtual Account, any transaction fees due to us (as set out in these Terms) and any other amounts due to us from you under these Terms (for example under clause 6.12) will be deducted by us from your Available Balance. You agree to any such deductions made by us. If you do not have sufficient Available Balance to cover any sums due 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.
8. UNAUTHORISED TRANSACTIONS
8.1. You must notify us of unauthorised transactions. You must notify us as soon as you notice a transaction that has not been authorised by you or has been recorded to your Virtual Account incorrectly. If you are a small charity or a micro-enterprise, you must notify us no later than 13 months after the transaction date (Notification Deadline). If you are not a small charity or a micro-enterprise, the Notification Deadline is shorter – you must notify us no later than 7 days from the date of the transaction date.
8.2. Will we make a refund? If we receive a notification of an unauthorised transaction, we will normally refund to you the unauthorised amount by the end of the next business day following the date of your notification. We will also refund any transaction fees or charges deducted by us in connection with such unauthorised transaction, so that your Available Balance is returned to the same state as it would have been had the unauthorised transaction not taken place. Any refund received by you is your only remedy and we will not be liable to you for any other losses you suffer as a result of an unauthorised transaction.
8.3. When will we not make a refund? We will not make a full refund under clause 8.2, and you will be responsible for the unauthorised transactions, in the following circumstances:
(a) you (and/or the Virtual Account user) have acted fraudulently, or we have good reasons to believe you (and/or the Virtual Account user) have acted fraudulently. However, if our investigation reveals that you (and/or the Virtual Account user) have not acted fraudulently, we will immediately issue a full refund;
(b) we are not notified by your or the Virtual Account user about the unauthorised transaction, or we are notified after the applicable Notification Deadline specified in paragraph 8.1;
(c) we are not notified, or are notified late of any security issues with your Virtual Account and/or your App, about the loss, theft or misappropriation of your Virtual Account – you will be responsible for all transactions that occurred before the date when you (and/or the Virtual Account user) notify us and we will not issue a refund for any 6 unauthorised transactions that occurred before we were notified;
(d) you (and/or the Virtual Account user) deliberately or with gross negligence (i.e. extremely carelessly) compromised the security of the Virtual Account, or you (and/or the Virtual Account user) fail to use your Virtual Account in accordance with these Terms; and
(e) your Virtual Account was misappropriated (i.e. used by someone else) : (a) if you are a small charity or micro -enterprise, you will be liable for all unauthorised transactions up to EUR50 and we will refund the rest of the unauthorised transactions. However, we will refund the full amount if:
(i) it was not possible for you to detect the loss, theft or misappropriation before the payment was made (unless you (and/or the Virtual Account user) acted fraudulently);
(ii) it was caused by our employee or any entity that carried out the payment processing on our behalf; or
(iii) the unauthorised transaction occurred after you (and/or the Virtual Account user) notified us that the security of your Virtual Account had been compromised; and
(b) if you are not a small charity or micro – enterprise, we will not issue any refunds 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. If you are not a small charity or micro – enterprise, we will treat any payment instruction given using your Virtual Account as evidence of authorisation of the payment, or that the security of the Virtual Account was compromised, 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.
8.4. 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 (and/or the Virtual Account user) have acted fraudulently or that you (and/or the Virtual Account user) intentionally or with gross negligence (i.e. extremely carelessly) failed to keep your Virtual Account safe, we will deduct from your Available Balance all sums previously refunded to you. If you do not have sufficient Available Balance, we will make a request for immediate payment.
8.5. Refunds, chargebacks and increases to your Available Balance made in error. If any refund, chargeback or any other amount has been credited to your Available Balance in error (for example if a refund is issued more than once for the same transaction, if it is higher than the transaction value or if you have not requested refund at all), we will be entitled to deduct such amount from your Authorised Balance. You agree to any such deductions being made by us. We will try to notify you before we make any such deductions.
8.6. You must assist us in relation to any refunds and chargebacks. If you make a request for a merchant 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.
9. SUSPENSION OF YOUR CARD AND TERMINATION OF THIS AGREEMENT
9.1. We can suspend your Virtual Account. We can suspend your Virtual Account in exceptional circumstances, including (but not limited to):
9.3. We will notify you about the reason(s) of suspension. If we have to suspend your Virtual Account for any reason(s), 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 your Virtual Account if we are satisfied that the reason(s) for suspension is/are no longer applicable.
9.4. We can terminate this agreement in exceptional circumstances. We will be entitled to terminate this agreement and your Virtual Account in the exceptional circumstances listed in paragraph 10.1 above. We can also terminate this agreement and your Virtual Account if your agreement with the App Provider for the use of the App is terminated for any reason. This is because the use of the App is necessary to manage your Virtual Account and
communicate with us. We will notify you about the reasons why we decided to terminate this agreement and your Virtual Account.
9.5. When can we terminate this agreement without a reason? We can terminate this agreement and cancel your Virtual Account without giving you any reason if we provide you with at least 60 days’ advance notice. If you are not a small charity or a micro-enterprise, we can terminate this agreement and cancel your Virtual Account under this paragraph by providing you with at least 14 days’ advance notice.
9.6. Inactive Virtual Account. If your Virtual Account remains inactive for a period of 12 months, meaning that no transactions have taken place within such period of time or you have never funded your Virtual Account, your Virtual Account may be designated by us as inactive and certain features of the Virtual Account may be disabled. We can terminate an inactive card and this agreement by providing you with at least 60 days’ notice.
9.7. We will return your funds upon termination of this agreement. When this agreement is terminated for any reason and your Virtual Account is cancelled, we will return the funds associated with your Virtual Account to a bank account nominated by you in your Virtual Account application. These funds will be returned to you within 60 days, but we will be entitled to deduct any sums due to us under these Terms. If you do not provide us with valid bank account details to make the transfer and request the return of your funds within 6 years from the date of termination of this agreement, we will not be required to return your funds. Please note that any funds transfers may be subject to due diligence checks and may be prevented in exceptional circumstances by applicable laws.
10. LIABILITY
10.1. Types of liability covered. References to liability in this paragraph 11 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Liability for deliberate default is not limited or excluded. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.3. Nothing limits your payment obligations. Nothing in this this paragraph 11 limits your payment obligations arising under or in connection with this agreement.
10.4. Nothing limits your indemnity obligations. Nothing in this this paragraph 11 limits obligation to indemnify us in full arising under paragraph 11.11. 10.5. 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.
10.6. When we will not be liable to you. We will not be liable to you for any:
(a) loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of data or information, loss or damage to goodwill and for any indirect or consequential losses;
(b) loss or damage not caused by our breach of these Terms or our failure to use reasonable skill and care;
(c) loss or damage caused by events outside of our (or our agents’ or subcontractors’) control which we could not have avoided (for example war or industrial action);
(d) loss or damage caused by your breach of these Terms or any laws or regulations;
(e) loss or damage caused by any third parties; or (f) loss or damage caused by any goods or services purchased using the Virtual Account, if any merchant refuses to accept the Virtual Account or if any ATM or other cash withdrawal services 8 provider refuses to accept the Virtual Account. 10.7. Our liability is limited. Subject to paragraph 8.2 (refund for unauthorised transactions) and paragraph 11.5, if we are found to be liable to you, our total aggregate liability to you under or in connection with this agreement will not exceed EUR 1,000. This does not extend to our obligation to return your Available Balance to you in accordance with paragraph 10.7 upon termination of this agreement.
10.8. Our liability for a faulty or damaged Virtual Account. If the Virtual Account is faulty or damaged because of something we have done, our liability to you will be limited to an obligation to replace the Virtual Account without charging you the replacement fee.
10.9. Our liability for deductions made by us in error. If we make any deductions from your Available Balance in error, our liability to you will be limited to an obligation to refund to you the incorrectly deducted amount.
10.10. 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 paragraph 11.5, we will have no liability to you in respect of such event.
10.11. 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 your breach of these Terms, if we have to enforce any provisions of these Terms against you (for example if you fail to pay us any sums due to us), or if you are fraudulent in your use of the Virtual Account. You will remain liable even after this agreement is terminated.
11. COMPLAINTS AND DISPUTES
11.1. How to submit complaints. If you are unhappy with anything related to your Virtual Account, you should submit your complaints to the App Provider in the first instance. If the complaint is not resolved to your satisfaction, you can contact us and we will do our best to respond to your complaint within 15 business days, or we will inform you if we need more
time or more information from you to help us investigate your complaint. In any event, we will respond to your complaint within 35 business days.
11.2. Complaining to the Bank of Lithuania. If you are not happy with how we have handled your complaint, you can bring your complain to the Bank of Lithuania (by post at the Bank of Lithuania Supervision Service at Žalgirio str. 90, LT-09303, Vilnius, Lithuania, or by e-mail pt@lb.lt). The details can be found at https://www.lb.lt/en/dbc-settle-a-dispute-with- afinancial-service-provider.
12. GENERAL
12.1. Notices and communications. All notices and communications between you and us will be in English. If we need to notify you of anything, we will normally communicate with you via the App or through the App Provider. We may also use your email address or home address to send you any notifications or communications. You should send all notices or communications via App or contact the App Provider in the first instance. If you need to send a notice or communication to us directly, you can do so by email at escalations@nium.com, by post at Konstitucijos pr. 21B, Vilnius, Lithuania or via our website at https://www.nium.com/contact-us.
12.2. Transfer of rights and obligations under this agreement. 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.
12.3. 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.
12.4. 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.
12.5. Entire agreement. These Terms set out the entire agreement between us.
12.6. Nobody else has any rights under this agreement. This agreement is between you and us and nobody else has any rights to rely on or enforce any of these Terms.
12.7. These Terms replace any previous agreements between us. These Terms supersede (i.e. replace) any previous agreements between us in respect of the Virtual Account, including any written or oral agreements relating to the subject matter of these Terms.
12.8. Laws that apply to this agreement. This agreement and any dispute or claim arising out of this agreement will be governed by, and interpreted in accordance with, the laws of Lithuania and you and us agree any dispute between you and us may be brought in the courts of Lithuania.
CONSUMER TERMS AND CONDITIONS Version 1, applies from 1 April 2022 1.
ARE WE?
1.1. Our company. We are UAB “NIUM EU“,, registered in Lithuania with company number 304548794 (NIUM / we / us / our). Our registered office is at Konstitucijos pr. 21B, Vilnius, Lithuania.
1.2. Bank of Lithuania authorisation. We are authorised by the Bank of Lithuania (BOL) as an Electronic Money Institution, with permission to issue electronic money (e-money) and provide payment services. Our authorisation code is LB000420.
2. WHY HAVE YOU RECEIVED THESE TERMS AND WHAT IS OUR ROLE?
2.1. You applied for a virtual account. You have received these terms and conditions (Terms) because you signed up to an app (App) which offers a virtual account as part of its service, and you have made an application to receive such virtual account. The App is not operated by us, but by our agent (App Provider). We are the issuer of the virtual account (Virtual Account) and the App Provider has been appointed by us to offer our Virtual Account to you, as well as to provide support to the users of the Virtual Account.
2.2. These Terms are for charities and enterprises only. You have applied for the Virtual Account on behalf of a charity or an enterprise (Organisation), to use the Virtual Account in connection with its economic activities.
2.3. Authority to agree to these terms on behalf of the Organisation. By confirming your agreement to these Terms on behalf of the Organisation you represent, you confirm that you have appropriate authority to enter into an agreement with us on these Terms and bind the Organisation to this agreement. If you do not have appropriate authority, you will become personally liable for compliance with these terms. In these Terms, when we refer to “you” or “yours” we mean the Organisation you represent, who will be a party to this agreement with us. You must ensure that any person who will be permitted to use the Virtual Account complies with these Terms.
2.4. You must agree to these Terms in order to use the Virtual Account. Our role is to provide e-money and payment services in respect of the Virtual Account. Your agreement to these Terms on behalf of the Organisation you represent is a condition necessary to apply for and use the Virtual Account. If you do not agree to these Terms, you will not be issued the Virtual Account and, if you have already received a physical Virtual Account, your Virtual Account will not be activated, and you will not be able to use it. You will be asked to agree to these Terms by the App Provider, usually when you apply for the Virtual Account in the App. If you do not agree to these Terms, you should not apply for the Virtual Account and you should not use it.
3. WHY IS IT IMPORTANT FOR YOU TO READ THESE TERMS?
3.1. Please read these Terms carefully. These Terms set out the terms and conditions on which we provide the Virtual Account to you, what your obligations are in respect of the Virtual Account, 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 this agreement between you and us may be terminated. We recommend that you save a copy of these Terms.
3.2. Legally binding agreement. When we accept your application for the Virtual Account, a legally binding agreement will be created between you and us, on the terms and conditions set out in these Terms. You will be notified when your application has been accepted.
3.3. Organisations that do not qualify as small charities and micro-enterprises will have different rights. Certain provisions of these Terms will apply differently to small charities and micro-enterprises, and differently to Organisations that do not qualify as such. This will be indicated in the relevant paragraphs of these Terms. If the provisions of these Terms do not mention different application of its provisions depending on the status of your Organisation, such provisions will apply to all types of Organisations. If you are an Organisation that is not a small charity or a micro-enterprise, you hereby agree to contract-out of (i.e. disapply) certain terms applicable only to small charities and micro-enterprises, as indicated in the relevant provisions of these Terms. A “small charity” is one with an annual income of less than EUR 2 million and “micro-enterprise” is an enterprise (in whatever legal form, including selfemployed individuals, family businesses, partnerships or associations engaged in an economic activity) whose annual turnover and/or balance sheet total does not exceed EUR 2 million and employs fewer than 10 people.
3.4. Updates to these Terms. If we need to make any changes to these Terms, we will ask the App Provider to notify you of the new Terms, or will contact you directly. If you are a small charity or a micro-enterprise, we will notify you at least 60 days before we implement the changes. In exceptional circumstances, where it is impossible for us to give you at least 60 days’ notice in advance (for example if there are urgent legislative changes), the notice period may be shorter, but we will do our best to give you as much notice as possible (Change Notice). If you are not a small charity or a micro-enterprise, we will use reasonable endeavours to provide our Change Notice to you at least 30 days’ before we implement the changes. Whether or not you are a small charity or micro-enterprise, if we need to introduce changes that are less favourable to you than the Terms to which you agreed when you applied for the Virtual Account, and you do not agree to such new Terms, you can notify us (usually via the App but you can also contact the App Provider or us directly) that you reject the proposed new Terms. Your rejection will mean that you wish to terminate this agreement and cancel the Virtual Account. You will not be 2 charged anything for terminating this agreement in these circumstances. You must notify us before the expiry of the Change Notice, i.e. before the date when we propose to implement the new Terms. If we do not hear from you before such date, we will assume that you have accepted the changes, and you will be deemed to have accepted the new Terms.
3.5. Privacy Policy. We will collect some personal data about you and the user of the Virtual Account in connection with the Virtual Account application and the use of the Virtual
Account. For information regarding how we process personal data, please see our Privacy Policy https://www.nium.com/privacy-notice/.
4. ELIGIBILITY
4.1. You must satisfy our eligibility criteria. You must meet all eligibility criteria stipulated by us and communicated to you via the App or by the App Provider.
4.2. We will carry out checks. We are required by law to carry out certain checks on all our customers before we agree to provide our Virtual Account and 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 and truthful to the best of your knowledge. Our due diligence checks are normally carried out before a Virtual Account application is approved, but we reserve the right to carry out appropriate checks at any time, including before we process any transaction. Failure to comply with our requests for information or documentation may result in the refusal of your Virtual Account application and/or suspension of your Virtual Account.
4.3. Keeping us updated. It is very important to keep us updated about any changes to the information provided as part of your Virtual Account application 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 Virtual Account illegal. You must inform us promptly about any changes to your circumstances affecting your eligibility for the Virtual Account and/or your ability to comply with these Terms.
4.4. We will have the right to refuse any Virtual Account application. We have the right to refuse any Virtual Account application at any time and without providing any reason for our refusal.
5. THE APP AND OTHER THIRD PARTY SERVICES
5.1. We are not operating the App and are not responsible for the App. The App through which you applied for the Virtual Account, and which enables you to manage the Virtual Account and seek support in respect of the Virtual Account, is not operated by us, but by the App Provider. Your use of the App is subject to the App Provider’s terms and conditions which are separate and independent of these Terms. We are not responsible for the proper functioning of the App, and we cannot make any promises that it will always be available, that it will operate in accordance with your expectations, or that it will be safe and secure. Although we expect all our partners and agents to provide a high standard of services to all our cardholders, including reliable and secure mobile and web applications used for the management of our Virtual Accounts, we do not endorse the App and will not be responsible for any faults and failures of the App.
5.2. Third party services offered by the App. We are also not involved with any other products or services offered by the App, for example if the App offers any loyalty schemes, savings or lending products. Any services or products, including any links to third party apps
or websites, are arranged solely by the App Provider without our involvement, endorsement or recommendation. As a result, we will not be responsible for any matters related to such third party services, and we do not endorse or recommend them.
5.3. The App and the App Provider are your primary points of contact. If you have any question or issues related to the Virtual Account and its use, you should direct your queries to the App Provider in the first place, by such means as the App Provider makes available to support the Virtual Account (for example email, in-App chat or telephone). By applying for the Virtual Account and using the App, you authorise the App Provider to collect and pass on to us all information, communications and instructions submitted by you, for example the information provided on the Virtual Account application form, and any payments or other transaction instructions. This includes information, communications and instructions submitted by any means accepted by the App Provider, for example in-App 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 App Provider, as if the information, communications and instructions were given to us directly by you. Please note that we are not required to check their accuracy.
5.4. 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 App Provider, via the App or by any other means is complete and accurate. Failure to provide complete information may cause delays, for example, we may be unable to process your instructions. If you notice any error in any information, communication or instruction provided to us, you should correct it as soon as possible via the App or by contacting the App 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 App Provider), or as a result of any delays caused by any errors, inaccuracies or late submission of any instructions or requests.
5.5. We may screen instructions received from you, but we are not obliged to do so. We will have the right to screen any instructions received 3 in respect of your Virtual Account, as this may be necessary for us to comply with applicable laws and regulations. We may refuse to act on any instructions or request received from you, if we consider this necessary to comply with our legal and regulatory obligations, for security reasons, if you are in serious breach of these Terms, or to protect us from suffering a loss. 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.
5.6. Monitor your use of the Virtual Account and keep your own records. The App Provider will provide you with records of all your Virtual Account transactions, whether via the App 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 us if you notice any errors. You should also enable the App to send you notifications of all transactions involving your Virtual Account. Please note that although the Virtual Account transactions records are provided by us to the App Provider, we cannot be responsible for the accuracy of the records displayed by the App, unless any errors are as
a result of our failure. You should report all inaccurate records or notifications of Virtual Account transactions as soon as you become aware of them.
6. USING THE VIRTUAL ACCOUNT
6.1. About the Virtual Account. The Virtual Account allows you to:
(a) receive and maintain the Available Balance (as defined below) in a Supported Currency (“Pay In”);
(b) convert a Supported Currency into a currency of choice made available by NIUM from time to time; and
(c) facilitate the transfer of funds to Yourself or to third party approved by NIUM (“Pay Out”).
6.2. Your Virtual Account is not a bank account. You acknowledge and agree that the Virtual Account is a payment account with an identification number linked to a master account owned and maintained by us with a partner bank. You acknowledge and agree that a payment account and is not a bank (deposit) account. Funds held in a Virtual Account do not earn any interest and the Virtual Account does not offer the features and benefits of a traditional bank account.
6.3. Activating your Virtual Account. As part of the activation process, the user will be asked to create a PIN and/or other security credentials (for example passwords and security questions), which will be used to authorise your transactions. See paragraph 6.4 below for more details regarding the security credentials requirements.
6.4. You must keep your Virtual Account and your security credentials safe. You must ensure that:
(a) your Virtual Account is kept safe from loss or theft;
(b) the PIN and any other security credentials used to authenticate Virtual Account transactions are known only to the authorised user and are shared with anyone (even with other personnel of the Organisation); and
(c) the App can only be accessed by your authorised users and all devices used by them to access the App are appropriately protected from access by any unauthorised persons. We do not recommend writing down or storing the PIN and any other Virtual Account security credentials, or any login details to your App. However, if you have to store such details somewhere, you should not store them near to your Virtual Account and you should use secure and safe storage solutions. Revealing the PIN or other security credentials to anyone, or behaving carelessly with regards to the security of the Virtual Account may result in unauthorised transactions being processed using your Virtual 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.
6.5. When you must suspend your Virtual Account and notify us. You must suspend your Virtual Account within the App and notify us immediately if:
(a) you believe the security of the Virtual Account has been compromised (for example, if someone has gained access to the PIN, other security credentials and/or the App);
(b) your Virtual Account is not working properly; and/or
(c) you have identified an unauthorised transaction made using your Virtual 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 Virtual Account. If you have not suspended your Virtual Account, we will suspend it after receipt of your notification.
6.6. Your authorised user is the only person that is permitted to use the Virtual Account. The Virtual Account is issued to the Organisation for use in connection with its economic activities only. The Virtual Account can be used only by the person authorised by you and cannot be used by anyone else, or by any other business or other organisation.
6.7. Funding your Virtual Account. You will only be able to perform a Pay Out using your Virtual Account if you have a sufficient balance of funds available in cleared funds (Available Balance). “Cleared funds” means that the funds have been unconditionally received by us and cannot be recalled by you or the payment services provider used to fund the Virtual Account. All funds must be paid into a bank account nominated by us, details of which will be provided to you via the App (or otherwise notified to you by the App Provider). The Virtual Account must be pre-funded in a currency supported by us, which will be notified to you via the App (or by any other means). The funds paid to us to fund your Virtual Account will be kept by us in accordance with the EU Payment Services Directive 2015/2366 (“PSD2) and Law of the Republic of Lithuania on Payment Institutions which ensure that any funds held by electronic money institutions, such as NIUM, are held safely. Please note that the Lithuanian Deposit Guarantee Scheme does not apply to your funds. If there is a shortfall in your Available Balance, we may be liable to you for such shortfall (i.e. we will be required to 4 reimburse it) only if the shortfall is as a result of our error or failure. 6.8. You accept the risk of exchange rate fluctuations. If You maintain the Available Balance in one or more foreign currencies, you acknowledge and agree to accept the risk and losses associated with maintaining the Available Balance in one or more foreign currencies (including any risk with respect to foreign exchange rates fluctuation which may have an impact on the value of the Available Balance). 6.9. You own all titles, interest and rights in all Available Balance and are responsible for all tax reporting. You represent and undertake that:
(a) You own all titles, interest and rights to all Available Balance. No person or entity other than You have any rights in and to such funds;
(b) You are solely responsible for the reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of all Available Balance
deposited into any Virtual Account. You are also responsible for any other applicable reporting requirements, including
but not limited to, any customs or foreign currency controls. You represent and warrant that you are in compliance with any applicable tax legislation and will remain compliant during the term of these Terms and Conditions.; and
6.10. You may not assign, charge or declare trust or transfer benefit in the Available Balance. You may not assign, charge, declare trust over or transfer the benefit of all or any part of any Available Balance held in the Virtual Account
6.11. Restrictions on use of Pay Out. You are not allowed to use the Virtual Account to perform a Pay Out in connection with the following transactions:
(a) the prohibited list as set out on www.nium.com; and
(b) any activities or transactions prohibited by any laws that apply to you (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the UK government, the European Union or the United Nations).
6.12. Restrictions on use of Pay In. We may restrict your ability to use Pay In unless:
(a) the Depositor is located in an Approved Jurisdiction. “Approved Jurisdictions” means means those countries as notified by the Agent to You from time to time being where NIUM has the ability to facilitate the provision of services pursuant to the Programs and “Approved Jurisdiction” shall be construed accordingly;
(b) with respect to each Depositor, deposit of funds into any Virtual Account (i) is not made via over the counter checks or cash deposit and
(ii) originates from the bank account of the Depositor. “Depositor” means You or any individual, company or organisation located in an Approved Jurisdiction that deposits funds into any Virtual Account;
(c) (where the Depositor is located in India) you are a merchant offering (i) digital content or services or
(ii) online travel services, as applicable;
(d) (with respect to a Deposit where the location is the United States), the following limits have been exceeded:
(i) such Deposit is more than limit of USD250,000;
(ii) the total Deposits submitted to NIUM for processing for such Customer in a month has exceeded the total amount of USD250,000; and
(iii) the Deposits submitted to NIUM for processing in a year for such Customer has exceeded the total amount of USD2.5 million, (collectively, each a “US Limit” and collectively, “US Limits”).
(e) a Deposit is against any Applicable Laws or NIUM’s internal compliance policy or the result of any due diligence checks are unsatisfactory.
6.13. Transactions limits. [RESERVED]
6.14. No reversal of Available Balance. You may not instruct us to reverse any amount received in the Virtual Account.
6.15. When we may cancel, reverse, demand refund or debit Available Balance.. We may cancel, reverse, demand refund, debit the Available Balance in the Virtual Account, cause any amount of the Available Balance to be unavailable for withdrawal or treat the Virtual Account as overdrawn and make corresponding adjustments to any entry if;
(a) we need to correct any error or omission;
(b) we are required to return the funds to the Depositor;
(c) we have not received cleared and unconditional funds or in time; or
(d) we have reasonable grounds to do so for any other legitimate reasons. 6.16. Execution of Pay Out instruction. When, we will receive an instruction from the APP Provider to perform a Pay Out, we will be entitled to assume that you have consented to all transactions processed by us. We will only process the Pay Out instruction if you have sufficient Available Balance to cover the transaction (plus any applicable fees), and you have not exceeded any of the transaction limits set out in paragraph
6.9. If a transaction does not meet these criteria, we will not process it. We will also be entitled to refuse to process a transaction if:
(a) we have reasonable concerns about the security of your Virtual Account;
(b) we have reasonable suspicion that your Virtual Account is being used in a fraudulent or unauthorised manner;
(c) you owe us fees and your debt to us 5 exceeds your Available Balance;
(d) you are in serious breach of these Terms; or
(e) we are required to do so under any applicable law, regulation or guidance.
6.17. Transactions exceeding Available Balance. As mentioned in paragraph 6.11 above, we will normally reject any transaction that exceeds the Available Balance of funds. However, if any such transaction is processed by us, we will ask you to repay us all amounts exceeding the Available Balance. All such payments must be made by you immediately.
6.18. Currency of transactions. The currencies supported by us will be notified to you (usually via the App). If we receive a Pay Out instruction for processing in a currency which is not supported by us, we will convert such currency into one of the currencies supported by us at the applicable exchange rates. Your Virtual Account 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 us.
6.19. You must ensure details of your bank account and the bank account of any beneficiary is correct and complete. You must ensure that the details of your bank account and the bank account of any third party beneficiary are correct and complete and shall notify us in writing in advance of any change to your bank account or the bank account of any third party beneficiary. Until we have been notified of such change and has had a reasonable opportunity to act on it, we shall be entitled to process the Pay Out instruction your existing bank account and the existing bank account of the relevant third party beneficiary. We are not liable for any losses arising from any Pay Out instruction due to incorrect or incomplete details provided by You or Your failure to inform us in advance of any change to your existing bank account or the existing bank account of the relevant third party beneficiary.
6.20. Remittance Taxes may be applicable to a Payout. You acknowledge and agree that the tax authorities of certain countries and/or jurisdictions may deduct certain tax, fee and/or tariff (“Remittance Taxes”) from a Pay Out. If any Pay Out is subject to Remittance Tax, the amount you or the third party beneficiary actually receives may be different from the amount stated in the Pay Out instruction (“Shortfall”). We are not required to make up for such Shortfall under any circumstances.
7. FEES
7.1. What fees apply to your use of the Virtual Account? The Fees that apply to your Virtual Account will be displayed in the App and are attached in Appendix B to these Terms.
7.2. How will we charge all fees and payments due to us? All fees that apply to your Virtual Account, any transaction fees due to us (as set out in these Terms) and any other amounts due to us from you under these Terms (for example under clause 6.12) will be deducted by us from your Available Balance. You agree to any such deductions made by us. If you do not have sufficient Available Balance to cover any sums due 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.
8. UNAUTHORISED TRANSACTIONS
8.1. You must notify us of unauthorised transactions. You must notify us as soon as you notice a transaction that has not been authorised by you or has been recorded to your Virtual Account incorrectly. If you are a small charity or a micro-enterprise, you must notify us no later than 13 months after the transaction date (Notification Deadline). If you are not a small charity or a micro- enterprise, the Notification Deadline is shorter – you must notify us no later than 7 days from the date of the transaction date.
8.2. Will we make a refund? If we receive a notification of an unauthorised transaction, we will normally refund to you the unauthorised amount by the end of the next business day following the date of your notification. We will also refund any transaction fees or charges deducted by us in connection with such unauthorised transaction, so that your Available Balance is returned to the same state as it would have been had the unauthorised transaction not taken place. Any refund received by you is your only remedy and we will not be liable to you for any other losses you suffer
as a result of an unauthorised transaction. 8.3. When will we not make a refund? We will not make a full refund under clause 8.2, and you will be responsible for the unauthorised transactions, in the following circumstances:
(a) you (and/or the Virtual Account user) have acted fraudulently, or we have good reasons to believe you (and/or the Virtual Account user) have acted fraudulently. However, if our investigation reveals that you (and/or the Virtual Account user) have not acted fraudulently, we will immediately issue a full refund;
(b) we are not notified by your or the Virtual Account user about the unauthorised transaction, or we are notified after the applicable Notification Deadline specified in paragraph 8.1;
(c) we are not notified, or are notified late of any security issues with your Virtual Account and/or your App, about the loss, theft or misappropriation of your Virtual Account – you will be responsible for all transactions that occurred before the date when you (and/or the Virtual Account user) notify us and we will not issue a refund for any unauthorised transactions that occurred before we were notified;
(d) you (and/or the Virtual Account user) deliberately or with gross negligence (i.e. extremely carelessly) compromised the security of the Virtual Account, or you (and/or the Virtual Account user) fail to use your Virtual Account in accordance with these Terms; and
(e) your Virtual Account was misappropriated (i.e. used by someone else) : (a) if you are a small charity or micro -enterprise, you will be liable for all unauthorised transactions up to EUR50 and we will refund the rest of the unauthorised transactions. However, we will refund the full amount if:
(i) it was not possible for you to detect the loss, theft or misappropriation before the payment was made (unless you (and/or the Virtual Account user) acted fraudulently);
(ii) it was caused by our employee or any entity that carried out the payment processing on our behalf; or
(iii) the unauthorised transaction occurred after you (and/or the Virtual Account user) notified us that the security of your Virtual Account had been compromised; and (b) if you are not a small charity or micro – enterprise, we will not issue any refunds 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. If you are not a small charity or micro – enterprise, we will treat any payment instruction given using your Virtual Account as evidence of authorisation of the payment, or that the security of the Virtual Account was compromised, 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. 8.4. 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 (and/or the Virtual Account user) have acted fraudulently or that you (and/or the Virtual Account user) intentionally or with gross negligence (i.e. extremely carelessly) failed to keep your Virtual Account safe, we will deduct from your Available Balance all sums previously refunded to you. If you do not have sufficient Available Balance, we will make a request for immediate payment. 8.5. Refunds, chargebacks and increases to your Available Balance made in error. If any refund, chargeback or any other amount has been credited to your Available Balance in error (for example if a refund is issued more than once for the same transaction, if it is higher than the transaction value or if you have not requested refund at all), we will be entitled to deduct such amount from your Authorised Balance. You agree to any such deductions being made by us. We will try to notify you before we make any such deductions. 8.6. You must assist us in relation to any refunds and chargebacks. If you make a request for a merchant 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.
9. SUSPENSION OF YOUR CARD AND TERMINATION OF THIS AGREEMENT
9.1. We can suspend your Virtual Account. We can suspend your Virtual Account in exceptional circumstances, including (but not limited to):
(a) if we have good reason to suspect that you (and/or the Virtual Account user) are behaving fraudulently, you (and/or the Virtual Account user) are involved in any unlawful or illegal activity (for example money laundering or terrorist financing), or the Virtual Account is used 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) your access to the App is suspended by the App 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 App 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; 7
(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 any card processing facilities or the App Provider); or
(h) if we believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.
9.2. We can also suspend your Virtual Account if you reach any transaction limits or if we suspect unauthorised or fraudulent use of your Virtual Account, or if we believe the security of your Virtual Account has been compromised. We can also suspend your Virtual Account if you reach any of the transaction limits applicable to your Virtual Account, as set out in paragraph 6.9, or if we have good reason to suspect unauthorised or fraudulent use of your Virtual Account, or that the security of your Virtual Account has been compromised.
9.3. We will notify you about the reason(s) of suspension. If we have to suspend your Virtual Account for any reason(s), 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 your Virtual Account if we are satisfied that the reason(s) for suspension is/are no longer applicable.
9.4. We can terminate this agreement in exceptional circumstances. We will be entitled to terminate this agreement and your Virtual Account in the exceptional circumstances listed in paragraph 10.1 above. We can also terminate this agreement and your Virtual Account if your agreement with the App Provider for the use of the App is terminated for any reason. This is because the use of the App is necessary to manage your Virtual Account and communicate with us. We will notify you about the reasons why we decided to terminate this agreement and your Virtual Account.
9.5. When can we terminate this agreement without a reason? We can terminate this agreement and cancel your Virtual Account without giving you any reason if we provide you with at least 60 days’ advance notice. If you are not a small charity or a micro-enterprise, we can terminate this agreement and cancel your Virtual Account under this paragraph by providing you with at least 14 days’ advance notice.
9.6. Inactive Virtual Account. If your Virtual Account remains inactive for a period of 12 months, meaning that no transactions have taken place within such period of time or you have never funded your Virtual Account, your Virtual Account may be designated by us as inactive and certain features of the Virtual Account may be disabled. We can terminate an inactive card and this agreement by providing you with at least 60 days’ notice.
9.7. We will return your funds upon termination of this agreement. When this agreement is terminated for any reason and your Virtual Account is cancelled, we will return the funds associated with your Virtual Account to a bank account nominated by you in your Virtual Account application. These funds will be returned to you within 60 days, but we will be entitled to deduct any sums due to us under these Terms. If you do not provide us with valid bank account details to make the transfer and request the return of your funds within 6 years from the date of termination of this agreement, we will not be required to return your
funds. Please note that any funds transfers may be subject to due diligence checks and may be prevented in exceptional circumstances by applicable laws.
10. LIABILITY
10.1. Types of liability covered. References to liability in this paragraph 11 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Liability for deliberate default is not limited or excluded. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.3. Nothing limits your payment obligations. Nothing in this this paragraph 11 limits your payment obligations arising under or in connection with this agreement.
10.4. Nothing limits your indemnity obligations. Nothing in this this paragraph 11 limits obligation to indemnify us in full arising under paragraph 11.11.
10.5. 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. 10.6. When we will not be liable to you. We will not be liable to you for any:
(a) loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of data or information, loss or damage to goodwill and for any indirect or consequential losses;
(b) loss or damage not caused by our breach of these Terms or our failure to use reasonable skill and care;
(c) loss or damage caused by events outside of our (or our agents’ or subcontractors’) control which we could not have avoided (for example war or industrial action);
(d) loss or damage caused by your breach of these Terms or any laws or regulations;
(e) loss or damage caused by any third parties; or (f) loss or damage caused by any goods or services purchased using the Virtual Account, if any merchant refuses to accept the Virtual Account or if any ATM or other cash withdrawal services provider refuses to accept the Virtual Account. 8 10.7. Our liability is limited. Subject to paragraph 8.2 (refund for unauthorised transactions) and paragraph 11.5, if we are found to be liable to you, our total aggregate liability to you under or in connection with this agreement will not exceed EUR 1,000. This does not extend to our obligation to return your Available Balance to you in accordance with paragraph
10.7 upon termination of this agreement.
10.8. Our liability for a faulty or damaged Virtual Account. If the Virtual Account is faulty or damaged because of something we have done, our liability to you will be limited to an obligation to replace the Virtual Account without charging you the replacement fee.
10.9. Our liability for deductions made by us in error. If we make any deductions from your Available Balance in error, our liability to you will be limited to an obligation to refund to you the incorrectly deducted amount.
10.10. 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 paragraph 11.5, we will have no liability to you in respect of such event.
10.11. 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 your breach of these Terms, if we have to enforce any provisions of these Terms against you (for example if you fail to pay us any sums due to us), or if you are fraudulent in your use of the Virtual Account. You will remain liable even after this agreement is terminated.
11. COMPLAINTS AND DISPUTES
11.1. How to submit complaints. If you are unhappy with anything related to your Virtual Account, you should submit your complaints to the App Provider in the first instance. If the complaint is not resolved to your satisfaction, you can contact us and we will do our best to respond to your complaint within 15 business days, or we will inform you if we need more time or more information from you to help us investigate your complaint. In any event, we will respond to your complaint within 35 business days.
11.2. Complaining to the Bank of Lithuania. If you are not happy with how we have handled your complaint, you can bring your complain to the Bank of Lithuania (by post at the Bank of Lithuania Supervision Service at Žalgirio str. 90, LT-09303, Vilnius, Lithuania, or by e-mail pt@lb.lt). The details can be found at https://www.lb.lt/en/dbc-settle-a-dispute-with- afinancial-service-provider.
12. GENERAL
12.1. Notices and communications. All notices and communications between you and us will be in English. If we need to notify you of anything, we will normally communicate with you via the App or through the App Provider. We may also use your email address or home address to send you any notifications or communications. You should send all notices or communications via App or contact the App Provider in the first instance. If you need to send a notice or communication to us directly, you can do so by email at escalations@nium.com, by post at Konstitucijos pr. 21B, Vilnius, Lithuania or via our website at https://www.nium.com/contact-us.
12.2. Transfer of rights and obligations under this agreement. 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.
12.3. 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.
12.4. 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.
12.5. Entire agreement. These Terms set out the entire agreement between us.
12.6. Nobody else has any rights under this agreement. This agreement is between you and us and nobody else has any rights to rely on or enforce any of these Terms.
12.7. These Terms replace any previous agreements between us. These Terms supersede (i.e. replace) any previous agreements between us in respect of the Virtual Account, including any written or oral agreements relating to the subject matter of these Terms.
12.8. Laws that apply to this agreement. This agreement and any dispute or claim arising out of this agreement will be governed by, and interpreted in accordance with, the laws of Lithuania and you and us agree any dispute between you and us may be brought in the courts of Lithuania.