Instarem - Terms & Conditions

Welcome to Instarem!

These Instarem Terms and Conditions (“Terms”) govern your use of the Instarem services (“Services” or “Instarem”). By accessing or using the Services, you agree to be bound by these Terms and agree that you will comply with all applicable laws. Subject to applicable laws, these Terms are subject to change. Any changes will be posted on this page from time to time. If you do not agree to the Terms, you may not access or use the Services.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT THAT CONTAINS A CLASS ACTION WAIVER IN SECTION 13.6 WHICH AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT AS DESCRIBED BELOW.

Please read our Privacy Policy, which is incorporated as part of these Terms, for information relating to our collection, use, and disclosure of your personal information.

1. ABOUT THESE TERMS
   1. This is Your Contract with Us. Please read these Terms and keep it for your records. By accessing the Services, you understand that Instarem is provided by Nium Pte. Ltd. and its affiliates (“Nium, Instarem, we, us, or our”) and made available to you by the Nium affiliates in the corresponding country where you are a resident.
   2. Instarem Services. Instarem enables you to send money in certain currencies to persons in various countries (“beneficiaries” or “recipients”). Funds can be transmitted via electronic funds transfer, wire transfer, or other electronic methods. The Services may be amended by us at any time. We have sole discretion to refuse to provide the Services to any user or to reject any instruction to send money (a “Transaction”) at any time.

      Please click on the country where you reside to review any applicable supplemental terms that govern your use of Instarem Services in that country (“Country Appendix”). In case of any conflict between the Terms and the Country Appendix, the Country Appendix shall apply.

      	Nium Entity	Governing Law
      Australia	Nium Pty Ltd. Level 4 152 Elizabeth Street Melbourne VIC 3000	Victoria
      Canada	Nium Canada Corporation 422 Richards Street #170 Vancouver, BC, CA, V6B2Z4	British Columbia
      European Economic Area	UAB Nium EU Europa Business Center Konstitucijos pr 7 15th floor 09308 Vilnius, Lithuania	Lithuania
      Hong Kong	Nium Limited Room 517 5F Inno Centre 72 Tat Chee Avenue Kowloon Tong, Hong Kong	Hong Kong
      India (for consumers)	Nium Forex India Pvt. Ltd. 105, First Floor, Cunningham Classic 22 Cunningham Road Now known as Sampangi Ramaswamy Temple Road Tasker Town Bangalore 560052	Mumbai
      India (Instarem for Business)	Nium India Private Limited. B3L5, Nirlon Knowledge Park, Pahadi Village, Off. The Western Express Highway, Cama Industrial Estate Goregaon East Mumbai, Mumbai City MH 400063 India	Mumbai
      Indonesia	PT Nium Mitra Indonesia Pondok Indah Office Tower 3 17th floor Jl. Sultan Iskandar Muda Kav V-TA, Jakarta 12310	Indonesia
      Japan	NIUM Japan Kabushiki Kaisha, 8-1 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo FinGATE TERRACE	Japan
      Malaysia	Nium Sdn. Bhd. Komune 2.0, Level 7-54, Vertical Corporate Tower Lobby B, Avenue 10 Bangsar South No. 8 Jalan Kerinchi 59200 Kuala Lumpur	Malaysia
      Singapore	Nium Pte. Ltd. 168 Robinson Road #18- 03/04 Capital Tower Singapore 068912	Singapore
      United Kingdom	Nium Fintech Limited 3rd Floor, 18 St. Swithin’s Lane London EC4N 8AD	England & Wales
      United States	Nium Inc. 85 2nd Street, 2nd Floor, San Francisco, CA 94109	State of California

      The Services are provided in accordance with the regulations and licenses applicable to each entity as described here. The Services are provided by the Nium entity in the country where you are resident and there is no intent to solicit, target, or market the Services to any person (including you) outside of your resident country.

      For Customers in the United States: If you are a resident of the United States, the Program Customer Agreement applies to your use of the Services in addition to these Terms.

   3. Instarem for Business Terms. If you are accessing the Services for business purposes as an authorized representative of a business, please refer to the Instarem for Business Supplemental Terms (“SME Terms”). The SME Terms are additional terms that supplement and are incorporated as part of these Terms and apply to business use of the Instarem Services. In case of any conflict between these Terms and the SME Terms, the SME Terms shall apply.
2. ACCOUNT AND ELIGIBILITY
   1. General Eligibility. To use the Services, you must:
      • Be at least 18 years old;
      • Be a resident in a country where Instarem is offered;
      • Have a valid government-issued identification;
      • Have a valid bank account or other acceptable payment method;
      • Not be subject to any sanctions or restrictions that prevent you from using the Services.

      These Terms apply to your use of the Instarem Services for personal use only. If you are accessing the Services for business purposes as an authorized representative of a business, the SME Terms shall apply instead.

      By using our Services, you agree not to use the Services in violation of applicable laws. Unauthorized use of the Services is strictly prohibited. If you violate any of these Terms, we may restrict, suspend, or terminate your access to the Instarem Services without notice.

   2. Verification Checks and Anti-Money Laundering Compliance. In order to comply with anti-money laundering laws and regulations, we are required by law to carry out certain checks on all our customers before we can provide you the Services. We may ask you to provide us with certain information and documentation to enable us to carry out our checks, including verifying your identity. You may be required to provide additional information or documentation to verify your identity and the purpose of the Transaction. For example, in the United States, we may request your Social Security Number.

      All information provided by you must be complete and accurate. Failure to comply with our requests for information or documentation may result in the refusal of application for the Services or suspension or termination of the Services or Transactions.

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

      You must provide us with your contact details during registration for the Services and ensure that your contact details on your Instarem Account profile remain accurate and up to date. We will use those contact details to contact you wherever required under this Terms or in connection with the Service, including if we suspect or become aware that there has been fraudulent activity on, or a security threat to, your Instarem Account. You may update your contact details at any time by logging in to the Service. We shall not be responsible for any loss arising out of your failure to keep your contact details updated.

   3. Your Instarem Account. As part of your registration for the Services, we will provide you access to a user account to use the Services (“Instarem Account”) via an online website or a mobile application (collectively, the “App” or “Instarem App”). You are responsible for maintaining the confidentiality of your account credentials and for any activity that occurs under your account.

      It is your responsibility to ensure that:

      1. access to your Instarem Account is kept safe and secure;
      2. any security credentials used to access your Instarem Account and authenticate Transactions are known only by you;
      3. the Services and your Instarem Account can only be accessed by you; and
      4. all devices used by you to access the Services are appropriately protected from access by any unauthorized persons.

      Revealing the PIN or other security credentials to anyone, or behaving carelessly with regards to the security your Instarem Account may result in unauthorized transactions being processed using your Instarem Account. In these circumstances we will not refund any amounts lost by you as a result of such unauthorized transactions and you will be solely responsible for them.

      You agree to adhere to our Vulnerability Disclosure Policy when using the Services.

3. TRANSACTIONS.
   1. Initiating a Transaction. To initiate a Transaction, you shall provide instructions to us to send funds to a beneficiary that, at the minimum, include:
      1. the identity of the beneficiary;
      2. the beneficiary’s bank account number;
      3. the amount and currency of the funds to be remitted; and
      4. any additional information as may be required by Instarem from time to time.

      You are responsible for verifying the accuracy of the beneficiary information. We may still rely exclusively on the bank account number you provide for the beneficiary. We have no duty to detect any inconsistency between the bank account number and the name.

      A Transaction can be in the form of:

      • Fixed Target Payment Orders: where you instruct us to transfer a specific amount of foreign currency to a recipient.
      • Fixed Source Payment Orders: where you instruct us to convert a specific amount of your local currency into a specified foreign currency and then to transfer the resulting converted amount to the recipient.
   2. Screening Transactions. We may screen all Transactions in accordance with applicable laws and our internal policies. We are not required to complete a transaction if the instructions you submit:
      1. contains, incomplete, incorrect, or outdated information;
      2. seek to send funds to any beneficiary located outside of the countries where Nium can provide the services; or
      3. seek to transact in breach of any provision of these terms, including the acceptable use provisions or Prohibited/Restricted Business Categories.
   3. Funding a Transaction. We may permit you to fund your transaction using the following methods, or any other methods supported by Instarem from time to time:
      1. Bank Account. You can use the Services to initiate a transfer from your bank account, or such other methods supported by Instarem from time to time. If we do not receive the funds within forty-eight (48) hours or such other timeframe indicated within the Services, your Transaction will automatically be cancelled. The bank account must be owned by you and must be a personal account (not a business or commercial account). We may cancel a Transaction if we are unable to verify you as the owner of the bank account.
      2. Payment Card. Depending on your country of residence, we may allow you to fund your Transaction using a credit or debit card issued by a licensed credit or financial institution (“Payment Card”). If we allow you to fund the Transaction using a Payment Card, you agree that you do not have the right to, and shall not, require us to provide you with a refund unless the Transaction has been recalled or cancelled pursuant to Section 3.7. Each chargeback will be deducted from any funds held by us on your behalf or any sum owed by us to you from time to time. This paragraph (b) survives termination of the services or these terms and conditions.
   4. Processing a Transaction. Instarem receives your instructions for a Transaction as soon as they are submitted on the App. Subject to these Terms, Instarem shall initiate the Transaction to a beneficiary in accordance with your instructions, provided that: (a) the Transaction instructions are complete; and (b) we have received the funds, including any applicable fees.

      If we elect, in our sole discretion, to process the Transaction before you have funded the Transaction, you agree you are responsible for providing the funds to satisfy the Transaction and will promptly provide the funds to satisfy the Transaction upon notice from us.

   5. Transactions to the United States. Transactions transmitted through an automated clearing house (“ACH”) (“ACH Transaction”) shall be subject to the applicable laws of the United States (“Applicable US Law”) and ACH Operating Rules (the “ACH Rules”) of the National Automated Clearing House Association (“NACHA”). You acknowledge that you have access to a current version of the ACH Rules. Unless otherwise defined in this Agreement, all capitalized terms in this subsection have the meanings assigned in the ACH Rules. You agree to comply with and be bound by the ACH Rules.

      When you submit an ACH Transaction to us, you assume the responsibilities of an Originator under the ACH Rules and authorize us and our ODFI Bank Partner (“ODFI”) to process your ACH Transactions on your behalf in accordance with the instructions you provide. You may not originate ACH Transactions on behalf of, or for the benefit of, any entity other than yourself, unless you have received prior written authorization from us or the ODFI to do so. You agree to obtain proper authorizations and maintain proper confidential records of such authorizations from the Receiver for ACH Transactions and to provide us with timely, accurate, and complete information as required by the ACH Rules. You agree that such records are confidential information, you will safeguard such information, and you will be jointly and severally liable with us to the ODFI for the failure to comply with such obligations.

      We may limit your ACH Transaction and we may establish exposure transaction limits related to the amount of ACH Transactions transmitted by you and we may review and adjust periodically. We or the ODFI may block or reject any ACH Transaction that exceeds a limit we have established and can reject an ACH Transaction if it does not comply with these Terms, the ACH Rules, or Applicable Law. You agree to provide information we or the ODFI may request from you to confirm your compliance with these Terms, the ACH Rules, and Applicable US Law.

   6. Canceling a Transaction. You may request to cancel a Transaction by contacting us through your Instarem Account. We will only process your cancellation request if the funds have not been initiated to transfer to the beneficiary in accordance with Section 3.4. We shall use reasonable efforts to stop or cancel the Transaction upon your request but does not guarantee that the cancellation will be successful. You authorise us to accept and rely on your cancellation request but agree we have no obligation to check the authenticity or accuracy of any instructions received from you and shall not be liable for any losses incurred or suffered by you or any third party for complying with such requests. Prior to submitting a cancellation request to Instarem, you shall ensure that all information is complete and accurate.
   7. Delayed, Incomplete, Cancelled, or Returned Transactions. Certain situations may require us to delay processing your Transaction(s), including if we need to confirm that the Transaction has been authorized by you, or if the Transaction requires additional verification checks or due diligence reviews. We may require you to provide additional information or documentation in order to process your Transaction. You agree to comply with any request from us for additional information or documentation, and to provide such information in a format acceptable to us.
   8. Declined Transactions. There are many reasons we may decline or prevent transactions to or from your Account, but we generally do it to protect you or us, or to comply with legal requirements. If we consider it reasonably necessary to protect our legitimate interests, we may delay, refuse, suspend, cancel, or recall a Transaction at any time and for any reason without notice or explanation to you as permitted by applicable law.

      You acknowledge and agree that we are not obliged to provide any Service or Transaction, and are entitled to suspend any Service or block or reject any Transaction, if we determine, in our sole discretion, that doing so would (a) breach any provision of these Terms; (b) breach any applicable laws or sanctions; (c) facilitate any Restricted Activity or any fraudulent activity; or (d) breach any Transaction limits.

   9. Unsuccessful Transactions. If for any reason, a Transaction is unsuccessful or not completed (including because it is cancelled by you), we will return the funds to you using the same method through which you funded the Transaction. Any funds returned due to a recall, cancellation or incomplete Transaction may be subject to charges and expenses and foreign exchange losses when converted at the prevailing exchange rate. We shall not be responsible for any charges, expenses or losses suffered in connection with such recall, cancellation or incomplete Transaction.
4. Fees, Taxes and Currency Exchange Rates.
   1. Fees. We charge you a fee to use the Services (“Fees”). Our Fees Page shows our fees, which may include a Transaction Fee, Administration Fee, currency exchange, intermediary bank fees, and regulatory fees. The Fees associated with a Transaction will be displayed in the App before you initiate the Transaction.
      1. Transaction Fees. We charge a fee on every Transaction. The Transaction Fee is presented to you at the time you initiate the Transaction and deducted from the Transaction Amount prior to conversion. Transaction Fees do not include any fees that your bank or the recipient’s bank may charge. Those fees may be deducted from your deposit (in the case of your bank) or the delivered amount (in the case of recipient’s bank).
      2. Administration Fee. An Administration Fee may be incurred when your Transaction is refused due to incorrect payment details, regulatory requirements or any other reason. This Fee is in addition to any amount your bank or the beneficiary’s bank may assess. Any Administration Fee will be deducted from your Transaction amount.
   2. Taxes. You acknowledge and agree that the tax authorities of certain countries and/or jurisdictions may deduct certain taxes from your Transaction (“Taxes”). You may review whether any Transaction is subject to Taxes, through the Instarem Services. By confirming a Transaction, you agree to pay any Taxes in connection with your Transaction. You further acknowledge and agree that Taxes may apply to any remittance and are subject to changes from time to time and we are under no obligation to notify you of any such changes.
   3. Currency Exchange Rates. Where foreign currency conversion is required, Instarem shall apply the prevailing exchange rate as disclosed to you at the time you initiate the Transaction. The exchange rate may fluctuate depending on market conditions, so different exchanges rates may apply to different Transactions. The exchange rate to be used to convert your currency into the beneficiary’s currency will be displayed before you confirm the Transaction. By confirming that you wish to initiate the Transaction, you agree that the exchange rate as displayed to you shall be applied to your Transaction. You shall bear any risks associated with fluctuations in the relevant exchange rates when using the Services (e.g. if the Transaction is unsuccessful or not completed). If the exchange rate to be used to convert your currency into the beneficiary’s currency changes by more than 5% between the time that you initiate the Transaction and the time that Instarem intends to process the Transaction, Instarem reserves the right to cancel the Transaction, in which case Instarem will refund the payment amount using the same method through which you funded the Transaction.
   4. Confirming a Transaction. When you initiate a Transaction, you may review any Fees, Taxes, and currency exchange rates which may be applicable to your Transaction, before confirming the Transaction through the App. By confirming a Transaction through the App, you agree to any currency exchange rates and to pay any Fees and Taxes that are presented to you at the time you confirm the Transactions, as well as an amount equal to any other fees or other expense incurred by Instarem pursuant to these Terms.
   5. Set-off for Negative Balances. If your Account goes into a negative balance, including as a result of a chargeback, reversal of a transaction, deduction of fees or any other action carried out by you or a third party, that negative amount represents an amount you owe to us and you promise to repay the negative amount immediately without any notice from us. You irrevocably authorise us to set-off the negative balance with any funds that you subsequently add to or receive into your Account. We may send you reminders or take any other actions to recover the negative amount from you. We may charge you for the costs incurred by us in recovering such sums from you, and this may include costs of any third parties who support us in this process, for example, debt collection agencies.
5. ACCEPTABLE USE; RESTRICTED/PROHIBITED ACTIVITIES
   1. Acceptable Use; Restricted/Prohibited Activities: You may use the Instarem Services only for lawful purposes. You may not use the Services in violation of these Terms or our Prohibited Business Categories, which provides circumstances where your use of the Services may be restricted or prohibited. We reserve the right to revise our Prohibited Business Categories at any time by amending that page. You should check the Prohibited Business Categories page regularly at https://www.nium.com/regulatory-disclosures/prohibited-business-categories.
6. UNAUTHORIZED TRANSACTIONS
   1. Unauthorized Transactions. You must promptly notify us in writing as soon as you become aware of any unauthorized transactions but no later than thirty (30) days after the transaction is completed.
   2. Investigations. We may investigate unauthorised and incorrectly executed transactions. We will have the right to investigate any transaction reported by you as unauthorized or executed incorrectly. We may ask you to provide us with supporting information and documentation to help us with our investigation and you agree to cooperate with us and provide to us all information and documentation we reasonably require for this purpose. You also agree to cooperate with any authorities involved in our investigation. We will treat any payment instruction given via the App as evidence of authorization of the payment, and in this case you will need to provide us with evidence to show that the transaction was not authorized in accordance with these terms.
   3. Refunds Due to Unauthorized Transactions. If we determine that your payment was unauthorized, we shall refund the payment amount including all fees deducted by us.
   4. When Will We Not Make a Refund? We will not make a full refund and you will be responsible for the unauthorized transactions, in the following circumstances:
      1. you have acted fraudulently, or we have good reasons to believe you have acted fraudulently;
      2. we are not notified by you about the unauthorized transaction, or we are notified after the 30 day deadline;
      3. we are not notified, or are notified late of any security issues with your account, about the loss, theft or misappropriation of any services. You will be responsible for all transactions that occurred before the date when you notify us and we will not issue a refund for any unauthorised transactions that occurred before we were notified;
      4. you deliberately or with gross negligence compromise the security of your account or fail to use any Services in accordance with these terms; or
      5. your Instarem Account or any Services was misappropriated (i.e. used by someone else).
   5. Can We Take Back the Refund? If, as a result of our investigation, we discover that the transaction was authorized and executed by us correctly, that you have acted fraudulently or that you have acted deliberately or with gross negligence (i.e. extremely carelessly), we will deduct from (a) funds held by us on your behalf or (b) funds provided to us as credit support for your obligations under these terms all sums previously refunded to you. If you do not have sufficient funds, we will make a request for immediate payment. You shall immediately transfer an amount which equals the shortfall to a bank account designated by Instarem.
7. REWARDS
   1. Rewards Program. From time to time, in our sole discretion, we may allow you to earn rewards (“Rewards”), for using the Services (“Rewards Program”). You may earn Rewards based on your sign up, transaction, referrals, and other activities associated with your use of the Services. Reward are personal to you and not transferrable to anyone else. Rewards are non-transferable, non-exchangeable, non-refundable and cannot be exchanged for cash.
   2. Rewards Redemption. Rewards can be redeemed as a discount on the Fees associated with your Transactions or any other redemption method as permitted by Instarem from time to time.
   3. Changes to Rewards Program. We expressly reserve the right, at any time and without prior notice to you, to add and/or alter, modify, change or to end Rewards Program. Upon the termination or closure of your Instarem Account, all Rewards will be cancelled and forfeited.
   4. Expiry of Rewards. Except as expressly provided, Rewards Points will expire after six (6) months from the date they accrue on your Instarem Account.
8. EXPORT REGULATIONS
   1. Export Regulations. You shall not yourself, or permit any other person to, export, re- export, or release, directly or indirectly, any software, documentation, technology, or other technical data, or any products that include or use any of the foregoing, the export, re-export, or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any law, including the US Export Administration Act and its associated regulations or any country, jurisdiction, or person to which the export, re-export, or release (a) is prohibited by applicable law; or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).
9. INTELLECTUAL PROPERTY, FEEDBACK, THIRD PARTY APPLICATIONS
   1. Intellectual Property. You may use the Instarem Services only as permitted by these Terms and solely as necessary in relation to the Services.

      All intellectual property rights, including without limitation any software, application programming interfaces, developer tools, sample source code, code libraries, data, materials, printed and electronic content, text, data, articles, designs, photos, images, and other documentation provided to you as part of the Services (“Intellectual Property”) belong to Nium or their respective third-party owners with all rights reserved. You acknowledge that all Intellectual Property shall remain the sole property of Nium or the relevant owner.

   2. Restrictions on Intellectual Property. You agree you will not and may not attempt to, directly or indirectly use, copy, reproduce, distribute, republish, display, post, transmit, assign, or sell in any form or by any means except as expressly provided. You agree not to modify, reverse engineer, disassemble, or decompile the Services.
   3. No Licence. Nothing in these Terms should be construed as granting you any license or right to use any Intellectual Property, whether owned by Nium or a third party, without prior written approval of Nium or the respective owner. All third-party marks, products, and company names are property of their respective owners. Unless expressly provided, use of such Intellectual Property marks of a third party does not imply any affiliation with, endorsement by, or association of any kind between such owners and Nium.
   4. Feedback. By providing ideas, suggestions, comments, observations and other input regarding problems with or proposed modifications or improvements to the Services (“Feedback”), you hereby grant Nium an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.
   5. Third-Party Applications. We may use third-party service providers to provide the Services to you. You acknowledge and agree to any third-party service provider terms that may be presented to you during your use of the Services.
10. TERMINATION
    1. Termination by Instarem. Except as otherwise required by applicable law, we may suspend, restrict, or terminate your access to any or all of the Services, including your access to the Instarem Account at any time for any reason.
    2. Suspension by Instarem. We may immediately suspend the Services if:
       1. You commit a serious breach of these Terms (serious breach includes persistent breaches of the requirements of these Terms);
       2. We believe you are behaving fraudulently, you are involved in any unlawful or illegal activity, or you are using the services for any other unlawful purpose or in violation of our acceptable use or Prohibited Activities;
       3. You provide false information, or if you fail to provide us with information that we reasonably request from you;
       4. We believe you are engaging in activity that presents an unacceptable risk to us;
       5. You are subject to a petition for bankruptcy (or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors);
       6. We believe necessary for security reasons;
       7. We believe that continuing any services could cause reputational, regulatory, financial or operational harm to us;
       8. We believe necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority or
       9. If a government authority or financial partner requires or directs us to do so.
    3. Modification of Services. We also reserve the right to modify the Services at any time without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or revocation of your access to or use of the Services.
    4. Termination by You. You may terminate use of the Services at any time by stopping use of the Services. You may close your Instarem Account at any time by notifying us.
11. NO WARRANTIES; LIMITATION OF LIABILITY
    1. No Warranties. The Services are provided “as is”. To the maximum extent permitted under applicable law, Nium expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the services, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practices.
    2. Damages Waiver. To the maximum extent permitted under applicable law, in no event will Nium, its affiliates or their representatives have any liability arising out of or related to these Terms or the Services for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if you have been advised of the possibility of such damages or if your remedy otherwise fails of its essential purpose.
    3. Limitation of Liability. To the maximum extent permitted under applicable law, in no event will we be liable under any contract, tort, negligence, strict liability or other claim for any direct, indirect, incidental, special, consequential or exemplary damages, including, without limitation, damages to equipment, for loss of profits, goodwill, use, data, or other intangible losses (even if advised of the possibility of such damages).
12. OTHER LEGAL TERMS
    1. Modification to these Terms. If we make changes to these Terms, we will publish an updated version. Except as required by applicable law, we reserve the right in our sole discretion to temporarily or permanently change or modify these Terms. If you do not agree with these changes, please stop using the Services.

       Please review these Terms from time to time, because your continued access or use of the Services after any modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. Notwithstanding the foregoing and Section 10.3, we shall provide notice as required by applicable law and for any modification that may adversely affect your rights or responsibilities.

    2. Laws that Apply to these Terms. These Terms and any dispute or claim arising out of these Terms will be governed by, and interpreted in accordance with, the applicable governing law based on your country of residence as set out in Section 1.2 above.
    3. Precedence of Terms. If any part of the Terms conflict, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (1) Country Appendix; (2) these Terms; (3) all other components; and (4) any other agreements or documents expressly referenced in these Terms.
13. Complaints and Dispute Resolution
    1. Complaints. If you have any issues with Instarem, you agree to first contact us through our support team to attempt to resolve any such dispute. If we cannot resolve the complaint, you agree to use the Complaint Process below before filing any arbitration claim or small claims action. You must complete the Formal Complaint Process before filing any arbitration or small claims action. If you do not complete it, then you agree that your claim or action must be dismissed from arbitration or small claims court.
    2. Complaint Process. In the event that your issue is not resolved through your contact with Instarem Support, you agree to submit a complaint to us (“Complaint Process”). You can submit a complaint by mail, email or by submitting a help ticket and describe your dispute, how you would like us to resolve the complaint, and any other relevant information. We will acknowledge receipt of your complaint form after you submit it and request any additional information as necessary. We will respond to your complaint as soon as possible. This Complaint Process is completed when we respond to your complaint or thirty (30) business days after the date we receive your complaint, whichever occurs first.

       If you are resident in the following jurisdictions, we are required to provide you with the following information:

       AUSTRALIA	Complaining to the Australian Financial Complaints Authority. If you are not happy with how we have handled your complaint, you can bring your complaint to an approved external dispute resolution scheme, of which Nium Pty Ltd is a member. AUSTRALIAN FINANCIAL COMPLAINTS AUTHORITY PHONE: 1800 931 678 POST: GPO BOX 3, MELBOURNE, VICTORIA 3001
       EUROPEAN ECONOMIC AREA	Complaining to the Bank of Lithuania. If you are not happy with how we have handled your complaint, you can bring your complaint to the Bank of Lithuania. The details can be found at https://www.lb.lt/en/dbc-settle-a-dispute-with-a-financial-service- provider. BANK OF LITHUANIA SUPERVISION SERVICE By post: Žalgirio str. 90, LT-09303, Vilnius, Lithuania By e-mail: pt@lb.lt
       HONG KONG	Complaining to the Money Service Supervision Bureau. If you are not happy with how we have handled your complaint, you may bring your complaint to the MSSB. MONEY SERVICE SUPERVISION BUREAU CUSTOMS AND EXCISE DEPARTMENT By mail: Units 1218-1222, 12/F Nan Fung Commercial Centre, 19 Lam Lok Street Kowloon Bay, Kowloon Hong Kong By telephone: (852) 2707 7837 Monday to Friday between 8.45am to 12.30pm and 1.30pm to 5.30pm By email: msoenquiry@customs.gov.hk
       INDONESIA	Complaining to the Bank of Indonesia. If the issue has not been resolved to your satisfaction, you may contact Bank of Indonesia via: Website: www.bi.go.id Phone: Call Center BICARA 1500 131 / (62 21) 131 Email: bicara@bi.go.id Fax: (021) 2311901 Mail address: For customers residing in DKI Jakarta, Bekasi, Bogor, Karawang, and Depok area: Departemen Kebijakan dan Pengawasan Sistem Pembayaran Kompleks Perkantoran Bank Indonesia, Gedung D Lantai 5 Jalan M.H. Thamrin No. 2, Jakarta 10350 For customers residing outside the areas mentioned above, mail can be addressed to the closest Bank of Indonesia representative office.
       MALAYSIA	Complaining to the Malaysian Association of Money Services Businesses. If you are not happy with how we have handled your complaint, you may bring your complaint to the MAMSB, of which Nium Sdn. Bhd. is a member. MALAYSIAN ASSOCIATION OF MONEY SERVICES BUSINESSES Tel: +603-7722 5808 Email: admin@mamsb.org.my Website: www.mamsb.org.my
       UNITED KINGDOM	Complaining to the Financial Ombudsman Service. If you are not happy with how we have handled your complaint, you may bring your complaint to the Financial Ombudsman Service. The details about the service offered by the Financial Ombudsman Service can be found at www.financial-ombudsman.org.uk. FINANCIAL OMBUDSMAN SERVICE By post: Exchange Tower, London E14 9SR By telephone: 0800 023 4567

    3. Dispute Resolution.

       PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

    4. Arbitration Agreement. To the maximum extent permitted under applicable law, any dispute, controversy, or claim arising out of and relating to your access to and use of the Services and from these Terms (“Dispute”) shall be resolved by binding arbitration, rather than in court, which is binding on you and Nium. Except as applicable, (a) you and Nium may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Nium may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
    5. WAIVER OF JURY TRIAL.YOU AND NIUM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT OR HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    6. WAIVER OF CLASS AND OTHER NON-INDIVIDUALIZED RELIEF. YOU AND NIUM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED.
    7. Arbitration Opt-out. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to Nium at legalnotices@nium.com or mailed to the address of the Nium entity where you reside within 30 days of the date you first access these Terms. The opt-out notice must clearly state that you are rejecting arbitration; state the date you first accessed these Terms; provide your name, address, and social security number; and be signed by you.
14. NOTICES AND CONTACTING US
    1. Notices and Communications. Except as otherwise provided by applicable law, all notices and communications between you and us will be in English. If we need to notify you of anything, we will normally communicate with you through your Instarem Account. We may also use your email address to send you any notifications or communications.

       Any notice of legal claim or other process pursuant to this Terms shall be delivered via email to legalnotices@nium.com or mailed to the address of the Nium entity where you reside.

    2. Contacting Us. If you have any problems using the Service or you want to report anything to us (including if you have concerns that there has been fraudulent activity on your Instarem Account or if you think any security credentials you use to access your Instarem Account have been comprised or are known to someone else), you should contact Customer Support from within your Instarem Account.

APPENDIX A

Instarem for Business Supplemental Terms

If you are accessing the Instarem Services for business purposes (“Instarem for Business”) as an authorized representative of a business, these Instarem for Business Supplemental Terms (“SME Terms”) apply to you and your organization. If you satisfy the eligibility criteria set out herein, and are accessing the Instarem for Business Services, we may issue you an Instarem for Business account (“Business Account”).

These SME Terms are additional terms that supplement and are incorporated as part of Instarem Terms and Conditions (“Terms”) and apply to Instarem for Business.

• For Businesses in India: If your business is an entity formed in India, the OPGSP Terms & Conditions applies to your use of Instarem for Business in addition to these SME Terms.
• For Businesses in the United States: If your business is an entity formed in the United States, the Business SME Terms & Conditions applies to your use of Instarem for Business in addition to these SME Terms.

1. Instarem Receive Service

   As part of Instarem for Business Services, you may receive funds in supported currencies from payers located in approved jurisdictions (“Receive Service”) as provided to Business Accounts in supported countries as made available to you from time to time.

   1. In consideration for your payment of the Fees, Instarem shall provide to you the Receive Service, in accordance with these SME Terms.
   2. Receiving Funds. You hereby irrevocably instruct and authorise us to receive the received funds via the Receive Service (the “Received Funds”) in one or more pooled bank account(s) established and maintained by Nium (or its Affiliates) with a financial institution in which we hold funds on behalf of our customers (“Customer Money Accounts”). For the avoidance of doubt, you have no right or control over any Customer Money Account and are not entitled to any interest accrued on any received funds held in any Customer Money Account.
   3. Virtual Bank Account Number (“VBAN”). If Instarem provides the Receive Service by generating a VBAN, you acknowledge and agree, and shall ensure that the payer understands that:
      1. a VBAN – (i) is a notional representation of a bank account created for record keeping, reporting and administrative purposes, (ii) does not hold funds or generate any actual credits and debits independently from the associated bank account, and (iii) is not a separate payment account or bank account owned and operated by you, and is associated with a bank account maintained by Nium with a financial institution. Funds transferred by the payer would be credited into such bank account; and
      2. none of the financial institutions with whom such bank account is maintained has any contractual duty to or relationship with you under any circumstances.
   4. Viewing Received Funds. The Received Funds will be reflected as part of the balance of your Business Account. The Received Funds may be denominated in the supported currency, or automatically converted at the prevailing exchange rate to the local currency in which the Services are provided, in accordance with Applicable Laws.
   5. No Representations. Nium makes no representation or warranty nor does Nium have any control of or liability for any underlying transaction or any goods or services that you provide to any payer in connection with the Receive Service. You shall be solely responsible for performing your obligations towards any payer under any underlying transaction and shall fully indemnify and hold Nium harmless from any claim made by any payer against Nium with respect to any underlying transaction.
   6. Fees for the Receive Service. You hereby irrevocably instruct and authorise us to deduct the fees for the Receive Service from the Received Funds. In addition, we shall not be liable to make up for any shortfall in any received funds (including as a result of the deduction of fees and charges by our service providers) unless such shortfall is due to the gross negligence or wilful default of Instarem.
2. Eligibility
   1. Business Accounts. To open and maintain a Business Account, you must have a business or commercial account owned in the name of the business with which you have signed up for Instarem for Business with a duly licensed financial institution, denominated in a currency permitted on the Instarem platform (“Customer Bank Account”) and comply at all times with the terms and conditions set out in these SME Terms. You represent that you shall only use the Instarem for Business Services, including the Receive Service, for business purposes only and not for personal use.
   2. Opening a Business Account. Your Business must be validly organised or registered in one of the countries in which we offer Instarem for Business, as set out in the Country Chart above. Your Business may only open one Instarem account.
   3. Authority. You must have authority to bind the Business on whose behalf you are using the Instarem Services. By using the Services, your Business hereby agrees to and accepts the terms and conditions of this Agreement.
   4. Authorized Users. You can authorise individual users to access, use or operate your Instarem Business Account or otherwise use our Services on behalf of your Business (an “Authorized User”). You authorise us to accept, rely and act upon any instruction received from an Authorized User. Where we receive any instruction from you via your Instarem Account or via email from an Authorized User, we shall be entitled to treat such instruction as having been received from an Authorized User. We are under no obligation to check the authenticity or accuracy of any instruction or data received from an Authorized User and shall not be liable for any losses incurred or suffered by you or any third party for complying with such instruction.
3. Additional Requirements and Restrictions
   1. Your Representations and Warranties. You represent, warrant, and undertake (as applicable) that:
      1. all information provided in connection with the Receive Services or any underlying transaction is accurate in all material respects and you shall not omit or withhold any information which would make such information inaccurate in any material respect; and
      2. you own all title, right, and interest to all received funds. No person or entity other than you has any rights in and to any received funds;
      3. you shall not assign, charge, declare trust over or transfer the benefit of all or any part of the received funds;
      4. all underlying transactions are in compliance with Applicable Laws and do not facilitate any Restricted Activity; and
      5. you shall not request Instarem to correct any error in relation to any received funds or initiate a reversal or return of any received funds to the payer.
   2. Available Balances. We may allow you to maintain a balance in your Instarem Account (“Available Balance”). The Available Balance represents the funds available to you for use in connection with the Services. Only cleared funds received by us from you or a payer are credited to the Available Balance, where “cleared funds” refers to funds which have been unconditionally received by us and are no longer subject to a right of recall. Please refer to your Country Appendix where additional terms apply if Available Balance is available to you.
   3. Restrictions on Receive Service. We shall not be required to provide the Receive Service in the following situations:
      1. the payer is not located in an approved jurisdiction;
      2. the received funds are not in a supported currency, or are (i) provided via over the counter checks or cash deposit; or (ii) does not originate from the payer bank account; or
      3. the results of any due diligence checks on any transaction are unsatisfactory.
   4. Received Funds from the United States. Where the Received Funds originate from the United States, you represent and warrant that you comply with the following limits:
      1. the amount of Received Funds has not exceeded the single limit of USD6 million; and
      2. the total amount of Received Funds received by us on your behalf has not exceeded USD12 million in a year.
   5. Received Funds from Japan. Where the Received Funds originate from Japan, you:
      1. irrevocably authorise and consent to us receiving the Received Funds on your behalf via an entity of Nium, Nium Japan Kabushiki Kaisha (“Nium Japan”) as part of the collection agency services (“Shūnō Daikō”);
      2. irrevocably agree and accept that upon Nium Japan’s receipt of such Received Funds from a payer, such payer’s obligation to pay you shall be satisfied in full and any claim you have against such payer will be extinguished;
      3. will make it clear in the agreement between you and the payer that (A) Nium Japan acts as a collection agent, and (B) a payer’s obligation to pay you shall be satisfied in full and any claim you have against such payer will be extinguished upon Nium Japan’s receipt of the relevant Received Funds from such payer;
      4. shall deliver the applicable goods and/or services to such payer and shall not use the Receive Service to receive funds unrelated to goods and/or services provided by you;
      5. shall provide us with relevant documents which establish the commercial relationship between you and the payer, and the Received Funds relates to goods or services supplied by you; and
      6. acknowledge and agree that: (i) Nium Japan shall not be deemed to be providing the Receive Service to you by virtue of it receiving the Receiving Funds on our behalf and owes no obligation or liability to you under these Terms. You do not have any right to enforce the terms of these Terms against Nium Japan. In the event that Nium Japan suffers any losses due to your acts or omissions or any payer, such losses shall be treated as if suffered by us and we shall be entitled to seek remedy directly from you; and (ii) neither us nor Nium Japan engages in any service that is considered to be “funds transfer transaction” (kawase torihiki) as defined in the Banking Act of Japan (Law No. 59 of 1981, as amended) and the Payment Services Act of Japan (Law No. 59 of 2009, as amended).
   6. Transfer of Received Funds. You may instruct us to transfer any received funds to (a) Customer Bank Account; or (b) a beneficiary in accordance with Clause 3.1.

      If your Business is in Hong Kong, Malaysia or Indonesia, any received funds not subject to such instruction will be transferred to the Customer Bank Account at the end of each day (00:00 UTC +8).

   7. Card Payments
      1. Payment Authorisation: Confirm the card used for payment belongs to you or an authorised user of the company.
      2. Payment Purpose: The company is making payments for the specified purposes to the designated beneficiaries or suppliers. You are prohibited from sending money to yourself, to recipients who have not provided goods or services, or from using your card to provide cash advances to yourself or any other party (or facilitating such actions for others).
      3. Service Usage: Use our service in accordance with these Terms solely for your own lawful, internal business or personal purposes. You must not resell or make available to any third party or commercially exploit the service.
      4. Indemnification: You agree to fully indemnify and hold us, our shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders, partners, and employees (each an ‘Indemnified Party’) harmless from any and all claims, actions, proceedings, suits, liabilities, demands, damages, settlements, penalties, fines, costs, and expenses (including losses due to chargebacks, economic loss, accounting fees, court and legal costs, and other dispute resolution expenses) suffered or incurred by any Indemnified Party.
4. Precedence of Terms. If any part of these SME Terms conflict with the Terms, these SME Terms shall apply.

APPENDIX B

Instarem Corporate Card Supplemental Terms

These Instarem Corporate Card Terms and Conditions (“Instarem Corporate Card Terms”) govern your use of the Instarem Corporate Card.

These Instarem Corporate Card Terms are additional terms that supplement and are incorporated as part of Instarem Terms and Conditions (“Terms”).

By accessing or using the Instarem Corporate Card, you agree to be bound by these Instarem Corporate Card Terms and agree that you will comply with all applicable laws.

1. General
   1. The Instarem Corporate Card. Subject to payment of fees and these Terms upon your request we agree to issue you the following types of Corporate Card:
      1. Corporate Procurement Card;
      2. Corporate Travel and Expenses Card (“Corporate T&E Card”) (the Corporate Procurement Card and the Corporate T&E Card each being a “Corporate Prepaid/Debit Card”).
2. Corporate Card User
   1. The Corporate Card is our property. We may recall or replace any Corporate Card issued to you or a Representative at any time in our sole discretion. Except to the extent restricted by applicable law or contract, we will inform you of the reasons for any such recall or replacement.
   2. Our right to refuse to issue a Corporate Card. You may request for the issuance of any number of Corporate Cards to your Representatives. We may refuse to issue a Corporate Card to you or a Representative at our sole discretion. Except to the extent restricted by applicable law or contract, we will inform you of the reasons for any such refusal.
   3. Replacement Card. If your Corporate Card has been lost, stolen, compromised, misappropriated or damaged, you can request a replacement. We may charge a fee for any replacement Corporate Card.
   4. Inactive Corporate Card. If a Corporate Card remains inactive for a period of twelve (12) months, meaning no transaction has taken place via the Corporate Card, we may designate the Corporate Card as “Inactive”. Once the Corporate Card has been designated as Inactive, we may terminate the Corporate Card by giving you seven (7) days’ notice.
3. Using the Corporate Card
   1. Using the Corporate Card. You undertake to use the Corporate Card to make business payments for goods and/or services to any third party that accepts payment card network branded corporate cards as a mode of payment. You may not use the Corporate Card for personal, family or household purposes.
   2. The validity period of the Corporate Card. The Corporate Card will be valid for the period stated on the Corporate Card. Before expiry of such Corporate Card, you may be asked to renew the Corporate Card. If you do not wish to renew the Corporate Card or fail to renew it prior to the expiry date, the Corporate Card shall expire on the date stated on the Corporate Card and you will not be able to use it.
   3. We do not guarantee acceptance of the Corporate Card. We do not guarantee or undertake that any third party will accept the Corporate Card as a mode of payment for goods or services provided to you. We are also not liable to you for any losses or damage caused by any goods or services purchased using the Corporate Card or if any third party refuses to accept the Corporate Card as a mode of payment or if any ATM or other cash withdrawal service provider refuses to accept the Corporate Card for cash withdrawal purpose.
   4. Processing of payments made with the Corporate Card. When a payment is made using the Corporate Card, we will be entitled to assume that you have authorized such transaction.
   5. Restrictions on the use of the Corporate Card. We will only process a payment utilizing the Corporate Card if:
      1. you have a sufficient Available Balance to cover the payment transaction (plus any applicable fees);
      2. it is not in connection with: (i) any MCC listed in Appendix A – Schedule 1; or (ii) any activities or transactions prohibited by any laws (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the United Kingdom government, the European Union or the United Nations);
      3. it has not exceeded any transaction limits set by you or by us;
      4. we are satisfied that the security of the Corporate Card has not been compromised and the Corporate Card has not been used in a fraudulent or unauthorized manner;
      5. you do not owe us any outstanding fees; and
      6. you have complied with all your obligations under these Terms.
   6. Currency of transactions. If we receive a payment or cash withdrawal transaction for processing in a currency which is not a Supported Currency, we will debit your Available Balance by an amount equal to the transaction amount converted into the applicable Supported Currency at the applicable exchange rate plus any applicable mark-up. You can request details of the exchange rates by contacting us.
4. Security of the Corporate Card
   1. Activating your Corporate Card. As part of the activation process, you may be asked to create security credentials to enable the use of your Corporate Card.
   2. When you must freeze your Corporate Card. You must freeze your Corporate Card or notify us immediately if: (i) your Corporate Card is lost or stolen; (ii) you believe the security of your Corporate Card has been compromised; (iii) your Corporate Card is damaged or not working properly; (iv) your Corporate Card has been retained by an ATM; and/or (v) you have identified an unauthorized transaction made using your Corporate Card. You may be asked to provide details of the issues reported by you, and any supporting documentation, such as a copy of a police report to confirm the theft of your Corporate Card. If you have not frozen your Corporate Card, we will suspend it after receipt of your notification and successful verification of your identity.
5. Refunds and Chargebacks
   1. Refunds from merchants. If you have made a payment with the Corporate Card and wish to request a refund for the payment, you should contact the merchant who accepted your payment and request a refund from them. If they agree to issue you with a refund, we will credit the refund amount to the Corporate Card as soon as we receive the refunded amount in full from the merchant.
   2. Chargebacks in respect of disputed transactions using the Corporate Card. If you wish to dispute a transaction made using the Corporate Card (“Chargeback”), we may submit a request for a Chargeback to the payment card network on your behalf. If the Chargeback is resolved in your favor, we will credit the amount of the Chargeback to the Corporate Card as soon as we receive the refunded amount. All Chargeback claims must be raised within 90 days of the date of the transaction. Unless otherwise stated in these Terms or required by applicable laws, you will lose your right to request a Chargeback if you raise your dispute more than 90 days after the date of the transaction. Unless we are required to process a Chargeback request under any applicable laws or regulations, we will be entitled to refuse to process a Chargeback request at our sole discretion (including if we believe that the transaction was properly authorized and the merchant properly delivered the applicable goods or services).
   3. Refunds, Chargebacks credited to your Corporate Card made in error. If any refund, Chargeback or any other amount has been credited to the Corporate Card in error (for example if a refund is issued more than once for the same transaction) or as a result of our investigation, we discover that the disputed transaction was authorized appropriately, we will be entitled to deduct such amount from the Corporate Card. You agree to any such deductions being made by us.
   4. You must assist us in relation to any refunds and Chargebacks. If you make a request for a refund or Chargeback in respect of a disputed transaction, you will need to cooperate with us fully and provide all information and documentation that may be necessary to support the refund and Chargeback process.
6. Additional Terms and Conditions Applicable to Corporate Prepaid/Debit Card
   1. Card Balance. The Corporate Prepaid/Debit Card is a prepaid or debit card. It is not a credit card and you can only use the Corporate Prepaid/Debit Card if there is sufficient Available Balance. It is your sole responsibility to ensure that sufficient Available Balance has been received by Instarem.
   2. Allocation of Funds to Corporate Card. Where you submit an instruction to issue a Corporate Prepaid/Debit Card as a virtual card, you are deemed to have granted us an instruction to:
      1. issue and activate such Corporate Prepaid/Debit Card as a virtual card; and
      2. to allocate such amount of funds to the relevant Corporate Prepaid/Debit Card in accordance with your instruction.
   3. Cash Withdrawal.
      1. If you have been notified by us that cash withdrawal capabilities have been made available to you, you may also use the Corporate Prepaid/Debit Card to make a cash withdrawal from ATMs or selected cash withdrawal service provider in a supported jurisdiction.
      2. You understand and agree that the amount deducted from your Available Balance shall include the amount withdrawn from the applicable ATM or cash withdrawal service provider and any other associated fees including but not limited to fees imposed by the ATM operator or the cash withdrawal service provider. If the cash withdrawal is not made in a Supported Currency, the Available Balance will be debited by an equivalent amount calculated at the applicable exchange rate plus any applicable mark-up at the time of processing such cash withdrawal.
      3. No ATM operator or cash withdrawal service provider acts as our agent. We are not responsible for any losses caused by any ATM operator or cash withdrawal service provider.
      4. We may revoke your ability to use the Corporate Prepaid/Debit Card to make a cash withdrawal from ATMs or selected cash withdrawal service provider at our sole discretion.
   4. Card Transactions. If a payment results in you exceeding your Available Balance, this will be deemed as you making a request to exceed your Available Balance. If we decide, in our sole discretion, to process such payment notwithstanding Section 6.1, all amounts exceeding the Available Balance are repayable to us immediately and you shall transfer an amount which equals the shortfall to a bank account nominated by us on demand. We may choose to restrict or suspend the use of any Corporate Prepaid/Debit Cards until such time as you have repaid the shortfall.
7. Additional Terms and Conditions Applicable to Corporate T&E Card
   1. Card Eligibility. The Corporate T&E Card is exclusively available to your employees. To be eligible for the Corporate T&E Card, the individual must be a current employee of yours.
   2. Application and Acceptance.
      1. By applying for a Corporate T&E Card through your Instarem Account, you confirm that all personal details submitted for employees are accurate, complete, and current. You represent and warrant that each individual for whom a Corporate T&E Card is requested is an employee of the Customer.
      2. We reserve the right to deny any application for a Corporate T&E Card that does not meet the eligibility criteria outlined in this clause 7.
   3. Employee Verification.
      1. We are not responsible for verifying the identity, employment status, or any other personal details of the individuals for whom Corporate T&E Cards are issued. You acknowledge and agree that we have no obligation to undertake any identification checks, review employment contracts or undertake any other actions to confirm that the relevant individuals are actual employees of yours.
      2. You represent and warrant that each individual for whom a Corporate T&E Card is requested is a bona fide employee of yours.
   4. Indemnification. You agree to indemnify and hold us harmless from any claims, liabilities, losses, damages, or expenses (including legal fees) arising from any inaccuracies or misrepresentations related to the employee details provided by you. This includes, but is not limited to, any claims made by you or third parties asserting that the individual is not an employee of yours.
   5. Consequences of Misrepresentation. In the event that it is discovered that an individual for whom a Corporate T&E Card has been issued is not a bona fide employee of yours, we reserve the right to immediately suspend or terminate the Corporate T&E Card without prior notice.
8. Return of Funds
   1. We will return any remaining funds provided to us for the purposes of the Corporate Prepaid/Debit Card (net of any amount or fees due to us and applicable bank charges or taxes) (“Card Net Available Balance”) to a bank account in your name within 60 business days of receipt of a request from you, but we are entitled to charge a fee for complying with such request. For the avoidance of doubt, no fee will be charged if such a request is made following our termination of these Terms for any reason.
   2. Any return of funds is subject to satisfactory due diligence checks. We are not required to return the Card Net Available Balance to you if: (i) the result of the due diligence checks is unsatisfactory, (ii) we are prohibited by an order or directive of a regulatory body, or (iii) doing so might otherwise put us in breach of applicable laws.
   3. In the event such return of funds results in an insufficient Available Balance, we may suspend your ability to use the Corporate Prepaid/Debit Card.

SCHEDULE 1

PROHIBITED TRANSACTIONS FOR CORPORATE CARD

MCC & MCC Description

MCC 4829 – Money Transfer – Merchant

MCC 5094 – Precious Stones and Metals, Watches and Jewelry

MCC 5542 – Automated Fuel Dispensers (AFD)

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

MCC 6010 – Manual Cash Disbursements

MCC 6011 – Automated Cash Disbursements

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

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

MCC 6051 – Quasi Cash / Non-Financial Institutions

MCC 6211 – Investment Firms – Dealers, Brokers

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

MCC 6533 – Payment Transaction—Merchant (Mastercard Only)

MCC 6536 – MoneySend Intracountry (Mastercard Only)

MCC 6537 – MoneySend Funding (Mastercard Only)

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

MCC 6540 – POI Funding Transactions – Stored Value Card purchase / loads (excluding MoneySend) (Mastercard Only)

MCC 7273 – Dating Services

MCC 7800 – Gambling – Government-Owned Lotteries

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

MCC 7802 – Government-Licensed Horse/Dog Racing

MCC 7995 – Betting

MCC 9406 – Government-owned Lottery (Specific Countries)

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

COUNTRY APPENDICES

AUSTRALIA

1. Amendments to the SME Terms

1. Available Balance. Schedule 1 (Instarem for Business Supplemental Terms) of the Terms is supplemented as follows:

1. Available Balance
   1. When Instarem receives funds that are credited to the Available Balance, you acquire an interest in (or an increased interest in) a non-cash payment product (being the Instarem Account). Those funds are therefore not moneys which are subject to the client money protections in the Corporations Act 2001 (Cth).
   2. The Available Balance will be maintained by Instarem in accordance with Applicable Laws. You acknowledge and agree that (a) the Available Balance is not protected by any depositor or insurance scheme and (b) you do not have any right or control or other interest in any funds we have received from you or a payer other than a right to use the Available Balance as described in these Terms.
   3. The Available Balance can only be maintained in one or more supported currencies. If any funds received by us from you or a payer are not in a supported currency, Instarem will credit the Available Balance with equivalent amount of a supported currency converted using the exchange rate determined by us (acting reasonably).
   4. You acknowledge and agree that maintaining the Available Balance in multiple currencies carry foreign exchange risks, for example it is possible that the exchange rate improves over time and you will not receive the benefit of such fluctuations. You agree to assume the aforementioned foreign exchange risks and waive all claims against us with respect to such risks.
2. Funding the Available Balance
   1. The Available Balance may be funded by (a) you transferring the funds from your bank account to Instarem’s Customer Money Account; (b) the Received Funds; and (c) such other methods supported on the Instarem Platform from time to time.
   2. If Instarem allows you to fund the Available Balance by way of a Payment Card:
      1. you agree that you do not have the right to, and shall not, require Instarem to provide you with a refund unless the relevant Transaction has been recalled or cancelled in accordance with these Terms;
      2. you waive all rights to raise a Chargeback with the issuer of your Payment Card and you undertake not to request a Chargeback with respect to any Available Balance. Breach of this paragraph (b) shall be considered as a material breach not capable of being remedied entitling Instarem to terminate these Terms immediately;
      3. without prejudice to paragraph (b) above, upon the occurrence of a Chargeback in breach of these Terms, such Chargeback represents a debt due and payable by you immediately on demand by Instarem. Each Chargeback will be deducted from your Instarem Account or any sum owed by Instarem to you from time to time. This paragraph (c) survives termination of the Services or these Terms.
   3. We may cancel, reverse, demand a refund, or cause any amount of the Available Balance to be unavailable for the Services and make corresponding adjustments to any entry if:
      1. we need to correct any error or omission;
      2. we are required to return any Received Funds to a payer;
      3. we have not received cleared and unconditional funds or in time; or
      4. we have reasonable grounds to do so for any other legitimate reasons.
3. Bank Guarantee

   The Available Balance is supported by a bank guarantee (the “Bank Guarantee”). The Bank Guarantee is issued by an Australian authorised deposit-taking institution (the “Issuer”) in favour of Global Loan Agency Services Australia Nominees Pty Ltd (the “Trustee”) who holds the benefit of the Bank Guarantee on trust for our customers, including all customers with Available Balances. Instarem is required to ensure that, at any point in time, the amount of the Bank Guarantee is greater than the aggregate Available Balances of all customers of the Services. If an insolvency event occurs with respect to Instarem, or Instarem is found by any court or tribunal in Australia or the Australian Financial Complaints Authority (AFCA) to be in breach of any obligation owed to You in connection with the Instarem Account or Available Balance which breach is not remedied within ten (10) business days following receipt us of the final non-appealable judgement or determination of the court, tribunal or AFCA, the Trustee must make a demand on the Bank Guarantee. You acknowledge that if a demand is made on the Bank Guarantee, the Trustee will apply the proceeds of the Bank Guarantee to satisfy Available Balances of affected customers held (a) in Australian Dollars, in Australian Dollars and (b) in any other currency, in Australian Dollars using an exchange rate determined by the Trustee (acting reasonably). In these circumstances You can contact the Trustee at: GLAS, Level 26, 1 Bligh Street, Sydney NSW 2000 Australia (Re: NIUM Pty Limited); Phone: +61 2 82268728; Website: https://glas.agency/aus/ and Email: apac@glas.agency (Re: NIUM Pty Limited). The Bank Guarantee referenced in this clause has been issued with the intention of satisfying an exemption published by the Reserve Bank of Australia under section 25 of the Payment System (Regulations) Act 1998 (Cth) on 4 March 2004 (the Exemption). You acknowledge and agree that (i) if Instarem no longer relies on the Exemption in respect of Your funds, such as where Instarem is granted an authorised deposit taking institution licence, neither Instarem nor the Trustee need maintain the Bank Guarantee; and (ii) for the purposes of establishing the Bank Guarantee arrangements, Instarem is authorised to transfer free and clear title to all relevant balances held in the Customer Money Account (or otherwise received to be credited to the Available Balance) to the Issuer as collateral for performance of the Bank Guarantee.

4. Additional Representations, Warranties and Undertakings Applicable to the Available Balance

   You represent, warrant and undertake (as applicable) that:

   1. you own all title, rights and interest to the funds received by us for crediting to the Available Balance and your rights in relation to the Available Balance. No person or entity other than you have any rights in relation to the Available Balance and funds received pursuant to the Receive Service;
   2. you will not request us to correct any error pertaining to the Available Balance or initiate a reversal or return of any Received Funds to the payer at any point in time;
   3. you will not assign, charge, declare trust over or transfer the benefit of all or any part of any rights in relation to the Available Balance; and
   4. you are solely responsible for the reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of the Available Balance. 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.”

EUROPEAN ECONOMIC AREA

1. Supplemental Provisions to the Terms
   1. General. UAB Nium EU is a company with its registered office at UAB NIUM EU, Konstitucijos pr. 7, LT-09308, Vilnius, Lithuania and with company number 304548794. Nium is authorised and regulated by the Bank of Lithuania as an Electronic Money Institution (Licence No. 14).

      You can download a copy of these Terms at any time from our website. You can also download a copy of the current Fees and Transaction Limits from the Fees Page and the Transaction Limits Page.

   2. Your Instarem Account and Transaction Information. Through your Instarem Account, you will be able to view and download copies of your Transaction history. Your Transaction history will show the amount of each payment shown in GBP and any applicable Fees and the date on which payment was initiated by us. Information shall be made available to you for the duration that your Account remains open.
   3. Transaction Execution Times. If you make a Transaction that is in EUR and wholly within the European Economic Area (“EEA“), we will ensure the funds reach the account of the recipient (“Execution Time“) by the end of the next business day after the Transaction is confirmed by you and initiated by us.

      The same Execution Time applies to Transactions within the EEA and the UK under a payment scheme which operates across the EEA and the UK, as long as: (a) the Transaction is in GBP; or (b) the Transaction involves only one currency conversion between GBP and euro, and if the Transaction is a cross-border Transaction, the cross-border transfer is in GBP.

      The maximum Execution Time for all other Transactions executed wholly within the EEA shall be 4 (four) business days after the Transaction is confirmed by you and initiated by us.

   4. Transaction Limits. We apply Transaction Limits to your use of the Services. Our Transaction Limits Page shows the Transaction Limits that apply. We may refuse to carry out a Transaction for you if doing so would exceed the Transaction Limits.
   5. Currency Exchange Reference Rate. When we refer to an exchange rate, it means the exchange rate offered by us at the relevant time for the relevant currency pair (e.g. EUR to USD). This exchange rate is based on a reference rate provided by Reuters, with a margin applied (which may vary from Transaction to Transaction depending on various factors, such as the currency pair, the amount of the Transaction and so on). We reserve the right to change the reference rate provider and will notify you before doing so.
   6. Reasons for Modifications to these Terms. We can make changes to these Terms for a number of reasons, including because:
      1. we’re making changes to the way the Service operates or the Service features;
      2. we need to make changes because of changes to technology, the systems we use or our relationship with other providers that help us to provide the Services to you;
      3. we believe this is necessary to reflect changes in banking industry standards or market practice;
      4. it is necessary to comply with a change in law, regulation or related guidance; or
      5. a central bank or court decision means that we reasonably think that the agreement requires changes to make sure that we are complying with that decision.
2. Amendments to the Terms
   1. Unauthorised Transactions. Section 6 (Unauthorized Transactions) of the Terms is deleted and replaced with the following:
      1. 1. Unauthorised or Incorrectly Executed Transactions. You must promptly notify us in writing as soon as you become aware of any unauthorized or incorrectly executed transactions and, in any event, no later than thirteen months (13) months after the transaction is completed.
         2. Investigations. We may investigate unauthorised and incorrectly executed transactions. We will have the right to investigate any transaction reported by you as unauthorized 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.
         3. Refunds due to Unauthorised Transactions. Subject to Section 6.4, if we determine that your payment was unauthorised, we shall refund the payment amount including all fees deducted by us using the same method through which you funded the Transaction, though you may be liable for the first EUR 50 of any unauthorised transaction. Subject to Section 6.4, we will not hold you liable for the first EUR 50 if (a) the unauthorized payment was caused either by Instarem’s acts or omissions; (b) the loss or theft of your security credentials was not detectable by you prior to the payment being made; (c) we have not provided you with a means to notify us of the loss or theft of your security credentials or that your Instarem Account has been compromised; (d) we have not applied authentication requirements to the transaction when we are legally obliged to do so. Your liability for the first EUR 50 will not apply to any unauthorized transactions made after you have notified us that your Instarem Account was compromised.
         4. When Will We Not Make a Refund? We will not make a refund and you will be responsible for the unauthorized transactions in the following circumstances:
            1. you have acted fraudulently;
            2. we are not notified by you about the unauthorized transaction, or we are notified after the 13 month deadline (as long as we have provided you with appropriate means to notify us); or
            3. you deliberately or with gross negligence compromise the security of your account or fail to notify us of any security issues with your account or fail to use any Services in accordance with these terms.
         5. Can We Take Back the Refund? If, as a result of our investigation, we discover that the transaction was authorized by you and executed by us correctly, that you have acted fraudulently or that you have acted deliberately or with gross negligence (i.e. extremely carelessly), we will deduct from (a) funds held by us on your behalf or (b) funds provided to us as credit support for your obligations under these terms all sums previously refunded to you. If you do not have sufficient funds, we will make a request for immediate payment. You shall immediately transfer an amount which equals the shortfall to a bank account designated by Instarem.

      Incorrectly Executed Transactions

      1. Refunds Due to Incorrectly Executed Transactions. Subject to sections 3.1 and 3.2, if we process your payment incorrectly (for example, because it wasn’t sent to the account you told us to or because it was processed late due to our error) we shall refund the payment amount including all fees deducted by us, using the same method through which you funded the Transaction. If you made a mistake and gave us the incorrect information to process the Transaction, we will use reasonable efforts to help fix the problem (which might mean getting your money back) but we may charge you for our costs of doing so.”
   2. Complaint Process. Section 13.2 (Complaint Process) shall be deleted and replaced with the following:

      “13.2 Complaint Process. In the event that your issue is not resolved through your contact with Instarem Support, you agree to submit a complaint to us (“Complaint Process”). You can submit a complaint by mail, email or by submitting a help ticket and describe your dispute, how you would like us to resolve the complaint, and any other relevant information. We will acknowledge receipt of your complaint form after you submit it and request any additional information as necessary. We will respond to your complaint as soon as possible and within 15 business days after we receive it, or in exceptional circumstances (and for reasons beyond our control), 35 business days after we receive it. You can ask us for a copy of our complaint procedure at any time.”

   3. Arbitration Agreement. Except to the maximum extent permitted by applicable law, Section 13.4 (Arbitration Agreement) of the Terms shall not apply to residents located in the EEA and shall be deleted.

JAPAN

Amendments to the Terms:

1. Transaction Limit

   The maximum amount of money you can send by each Transaction is JPY 1 million (not including transaction fees) or the foreign currency equivalent thereof.

2. Standard Performance Period for Transaction

   The standard performance period up until the recipient receives the money shall be 3-4 business days since a funding is made in our bank account.

3. Notes to Prevent Misclassification of Fund Transfer Transactions

   NIUM Japan is registered as Type 2 Fund Transfer Business Operator under the Payment Services Act (Act No. 59 of 2009), which is not a bank under the Banking Act (Act No. 32 of 1983). You acknowledge and agree the following:

   1. The Transaction is not conducted by a bank.
   2. The Transaction does not involve the acceptance of deposits or instalment savings, etc (as prescribed by Article 2 Section 4 of the Banking Act).
   3. The Transaction is not the subject of insurance payment prescribed by Article 53 of the Deposit Insurance Act (Act No. 34 of 1971) or Article 55 of the Agricultural and Fishery Cooperation Savings Insurance Act (Act No.53 of 1973).
   4. NIUM Japan has deposited security deposit in the Tokyo Legal Affairs Bureau to ensure that all funds for Transactions from users in Japan are protected by the security deposit stipulated in Article 43 of the Payment Services Act. NIUM Japan makes security deposit within 2 business days in an amount equal to or greater than the maximum amount of the required security deposit calculated every business day.
   5. You have the right to claim onto the security deposit pursuant to Article 59 of the Payment Services Act, until the recipient actually receives the remitted funds.
   6. The services that these Terms apply to are regulated by the Type 2 license under the Payment Services Act.
4. Restrictions under the Foreign Exchange and Foreign Trade Act

   Without limiting the generality of Paragraph 8 of the Terms, you shall not yourself, or permit any other person to, engage any transaction that is prohibited under the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949).

5. Additional Representations, Warranties and Undertakings
   1. You represent and warrant that you and the recipients do not, and will not in the future, fall into any of the following:
      1. an organized crime group (Boryoku-dan);
      2. a member of an organized crime group;
      3. a quasi-member of an organized crime group:
      4. a person who has relations with organized crime groups, and who is likely to engage in violent acts of tort, etc. with a background of organized crime group force, or a person who cooperates or takes an interest in the maintenance or operation of organized crime groups such as supplying, etc. funds or weapons, etc. to organized crime groups or organized crime group members;
      5. a company closely related to an organized crime group;
      6. a corporate racketeer (Sokaiya), etc.;
      7. a rogue acting in the name of a social movement, etc. means a person that is likely to engage in violent acts of tort demanding illicit gains disguised as or advocating social or political activities, that cause a threat to the safety of civic life;
      8. a special intelligence violent group, etc.; or
      9. an international terrorists designated under the United Nations Security Council resolutions, and those who commit or engage in acts of terrorism for the purpose of intimidating the public provided for in the Act on Punishment of the Provision of Funds for Criminal Activities for the Purpose of Intimidation of the Public or other acts of terrorism, or who are directly or indirectly involved in such acts or activities through abetment, aiding, financing or any other means
   2. You undertake that you will not engage any of the following:
      1. making demands to Nium in a violent manner;
      2. making unreasonable demands beyond the scope of legal responsibility;
      3. using threatening words and actions against Nium or resorting to violence in relation to the Transaction;
      4. Damaging the credit of Nium by circulating rumours or utilizing fraudulent means or power, or interfering with the business of Nium; or
      5. any other acts equivalent to any of the above.
   3. You represent that you are not a foreign politically exposed person (PEP) defined in the Act on Prevention of Transfer of Criminal Proceeds and its related ordinances. A foreign PEP is a person or an entity falling under any of the following:
      1. for natural persons:
         1. a head of state;
         2. a position corresponding to the Prime Minister, a Minister, a Vice Minister, or equivalent;
         3. a position corresponding to the Chairperson of the House of Representatives, the Vice Chairperson of the House;
         4. a position corresponding to a Supreme Court Judge or equivalent;
         5. a position corresponding to an Ambassador, Special Envoy Ambassador, or Government Representative;
         6. a position corresponding to the Chief of Staff, Vice Chief of Staff in the Ministry of Defense, Chief of Staff, Vice Chief of Staff of Ground Self Defense Force, Chief of Staff, Vice Chief of Staff of Maritime Self Defense Force, Chief of Staff, Vice Chief of Staff of Air Self Defense Force;
         7. a Director of a Central Bank;
         8. the Director of a corporation whose budget is approved by the Diet;
         9. a person formerly in category from i. to viii. above;
         10. a family member of a person in category i. to ix. above, i.e. the spouse (including the common law partner), father, mother, children, siblings, or the father, mother, or children of the spouse; and
      2. for legal entities, where the beneficial owner of the legal entity falls under any of the categories listed in (a) above.
6. Dispute Resolution

   Paragraphs 12.3 through 12.7 shall not apply if you are a resident in Japan. You may use the alternative dispute resolution procedure provided by any of the following:

   • Tokyo Bar Association Dispute Resolution Center Tel: 03-3581-0031
   • Daiichi Tokyo Bar Association Arbitration Center Tel: 03-3595-8588
   • Daini Tokyo Bar Association Arbitration Center Tel: 03-3581-2249
7. Services
   1. Remittance Service Agreement

      A remittance service agreement is made when you submit a remittance request and NIUM Japan receives the funds equals to the sum of the remittance amount and the fee.

   2. Mandatory Information

      In addition to paragraph 3, you shall inform us these categories of information to make a remittance request.

      1. Purpose of the transaction
      2. Source of funds
   3. Fee Limitation

      The maximum fee for each Transaction is JPY600.

   4. FX Rate

      The exchange rate is determined based on the actual exchange rate TTM linked together with market rate provided by Reuters at the time of transaction, and with addition of FX Spread at the time of transfer which is 3% at maximum of the amount of transaction unless otherwise agreed. The exchange rate used for the calculation depends on a Target Country and currency. NIUM assumes no liability for any reduction to the amount receivable as a result of fluctuations in the currency exchange market.

   5. Destination Account

      In addition to paragraph 3.4., you may designate other types of accounts that are offered by NIUM to deliver the remitted funds to the recipient.

   6. Receipts

      In the event that you submit a remittance request and a remittance service agreement is established under the provisions of these Terms, NIUM will issue an electronic receipt to the Customer detailing the contents of the remittance request and the remittance amount, etc. You agree in advance that NIUM may provide the receipt referred to in the preceding Section to you by email or display on the Website or the app. You may withdraw such agreement in the manner designated by NIUM, in which case NIUM provides you with the receipt in the matter designated by NIUM. On issuing such receipts, fees may be charged.

   7. Refund

      You agree to disclose your bank account details when NIUM Japan makes refund. For refunding, no fees are charged, however, FX loss is deducted if the refund is made due to the causes on your side.

   8. Deposit

      You are not allowed to deposit funds which are not intended to use for the Services. NIUM reserves the right to close out the funds in the account which has not been used for the Services for 6 consecutive months.

   9. Third Party

      You are not allowed to authorise, give permission or disclose your ID and password to any third party to use the Service. You are also not allowed to use third party’s funds for your Transaction. NIUM Japan reserves the right to freeze and close the account and refuse such transactions when detected.

   10. Amendment

       NIUM may amend these Terms & Conditions by giving the Customer written notice of any amendment 30 days prior to the effective day. NIUM may suspend any of the Services in whole or in part to facilitate the amendment.

   11. Termination

       Termination of these Terms shall not release either party from any existing obligations or from any liabilities for any antecedent breach of any of the terms of these Terms and will not relieve you of any obligations you may owe to NIUM in accordance with these Terms prior to its termination.

   12. Customer Support

       In addition to paragraph 12 and 13, you can also raise inquiries or complaints as follows:

       Emails: support@nium.com 24 hours

       Tel: 03 6661 9008 During business hours (only Japanese language)

       Address: FinGATE TERRACE #203, 8-1 Nihombashi Kabutocho, Chuoku,Tokyo JAPAN 1030026

8. Unauthorised Use of the Service

   Notwithstanding paragraph 6.3 and 6.4, NIUM shall not be liable for your damage or loss when you are suffered from unauthorised use of the Service by any third party, unless NIUM is responsible for such damage or loss. NIUM may announce or publish the fact that such unauthorised use of the Service occurred as promptly, when NIUM deems it is necessary to prevent enlargement or spreading of the damage or loss, it is beneficial to prevent and avoid reoccurrence of similar case and copycat crimes or there is a significant impact on the society in consideration of amount of the damage or loss and the number of the cases, in conjunction with the nature of the unauthorised use.

9. ExemptionsThe following clauses are not applied to the Services in Japan.
   1. Clause 1.3.
   2. Clause 3.3(b)
   3. Appendix A Instarem for Business Supplemental Terms

SINGAPORE

1. Amendments to the Terms:
   1. Rewards Program. Clause 7.4 (Expiry of Rewards) of the Terms is deleted and replaced with the following:
   1. Expiry of Rewards. Rewards credited to your Instarem Account will expire after 12 months from their date of credit to the Instarem Account.”
2. Amendments to the SME Terms:
   1. Received Funds from India. Paragraph 3 (Additional Requirements and Restrictions) of Schedule 1 of the Terms is supplemented as follows:
      1. Received Funds from India. Where the Received Funds originate from India, you:
         1. represent and warrant that you are a merchant offering digital content or services or online travel services, as applicable;
         2. irrevocably appoint an entity of Nium, Nium India Pvt Ltd (Nium India) as your collection agent to receive funds from the relevant payer located in India and remit such funds received by Nium India to us (minus all amounts which Nium India is entitled to deduct including: (a) any amount owed to Nium India by you (whether such amount are present, future, actual or contingent or potential, liquidated or unliquidated and irrespective of the currency of their denomination); (b) reversed pay in; and (c) taxes;
         3. undertake to pay such service fee to Nium India as consideration for Nium India acting as your collection agent; and
         4. understand and agree that these Terms constitute a direct agreement between you and Nium India with respect to Received Funds received in India, Nium India shall be a third-party beneficiary to these Terms and shall have the right to enforce these Terms directly against you or any third party to the extent it may deem such enforcement necessary or advisable to protect its rights.”
   2. Available Balance. Schedule 1 (Instarem for Business Supplemental Terms) of the Terms is supplemented as follows:
      1. Available Balance
         1. The Available Balance will be safeguarded by Instarem in Customer Money Account(s) in accordance with the Payment Services Act 2019. You acknowledge and agree that (a) the Available Balance is not protected by any depositor or insurance scheme and (b) you do not have any right or control or other interest in any funds we have received from you or a payer other than a right to use the Available Balance as described in these Terms.
         2. The Available Balance can only be maintained in one or more supported currencies. If any funds received by us from you or a payer are not in a supported currency, Instarem will credit the Available Balance with equivalent amount of a supported currency converted using the exchange rate determined by us (acting reasonably).
         3. You acknowledge and agree that maintaining the Available Balance in multiple currencies carry foreign exchange risks, for example it is possible that the exchange rate improves over time and you will not receive the benefit of such fluctuations. You agree to assume the aforementioned foreign exchange risks and waive all claims against us with respect to such risks.
      2. Funding the Available Balance
         1. The Available Balance may be funded by (a) you transferring the funds from your bank account to Instarem’s Customer Money Account; (b) the Received Funds; and (c) such other methods supported on the Instarem Platform from time to time.
         2. If Instarem allows you to fund the Available Balance by way of a Payment Card:
            1. you agree that you do not have the right to, and shall not, require Instarem to provide you with a refund unless the relevant Transaction has been recalled or cancelled in accordance with these Terms;
            2. you waive all rights to raise a Chargeback with the issuer of your Payment Card and you undertake not to request a Chargeback with respect to any Available Balance. Breach of this paragraph (b) shall be considered as a material breach not capable of being remedied entitling Instarem to terminate these Terms immediately;
            3. without prejudice to paragraph (b) above, upon the occurrence of a Chargeback in breach of these Terms, such Chargeback represents a debt due and payable by you immediately on demand by Instarem. Each Chargeback will be deducted from your Instarem Account or any sum owed by Instarem to you from time to time. This paragraph (c) survives termination of the Services or these Terms.
         3. We may cancel, reverse, demand a refund, or cause any amount of the Available Balance to be unavailable for the Services and make corresponding adjustments to any entry if:
            1. we need to correct any error or omission;
            2. we are required to return any Received Funds to a payer;
            3. we have not received cleared and unconditional funds or in time; or
            4. we have reasonable grounds to do so for any other legitimate reasons.
      3. Additional Representations, Warranties and Undertakings Applicable to the Available Balance

         You represent, warrant and undertake (as applicable) that:

         1. you own all title, rights and interest to the funds received by us for crediting to the Available Balance and your rights in relation to the Available Balance. No person or entity other than you have any rights in relation to the Available Balance and funds received pursuant to the Receive Service;
         2. you will not request us to correct any error pertaining to the Available Balance or initiate a reversal or return of any Received Funds to the payer at any point in time;
         3. you will not assign, charge, declare trust over or transfer the benefit of all or any part of any rights in relation to the Available Balance; and
         4. you are solely responsible for the reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of the Available Balance. 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.
      4. Notice for Non-Singapore Residents Notice for non-Singapore residents: Nium Pte. Ltd. is licensed by the Monetary Authority of Singapore to provide e-money issuance services. Please note that this does not mean you will be able to recover all the money you paid to Nium Pte. Ltd. if Nium Pte. Ltd.’s business fails.”

UNITED KINGDOM

1. Supplemental Provisions to the Terms
   1. General. Nium Fintech Limited is a company with its registered office at Floor 3, 18 St. Swithin’s Lane, London, England, EC4N 8AD and with company number 09039850. Nium is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution and is listed on the Financial Services Register (Firm Reference Number 901024).

      You can download a copy of these Terms at any time from our website. You can also download a copy of the current Fees and Transaction Limits from the Fees Page and the Transaction Limits Page.

   2. Your Instarem Account and Transaction Information. Through your Instarem Account, you will be able to view and download copies of your Transaction history. Your Transaction history will show the amount of each payment shown in GBP and any applicable Fees and the date on which payment was initiated by us. Information shall be made available to you for the duration that your Account remains open.
   3. Transaction Execution Times. If you make a Transaction that is in GBP and wholly in the UK, we will ensure the funds reach the account of the recipient (“Execution Time“) by the end of the next business day after the Transaction is confirmed by you and initiated by us.

      The same Execution Time applies to Transactions within the European Economic Area (“EEA“) and the UK under a payment scheme which operates across the EEA and the UK, as long as: (a) the Transaction is in euro; or (b) the Transaction involves only one currency conversion between GBP and euro which happens in the UK, and if the Transaction is a cross-border Transaction, the cross-border transfer is in euro.

      The maximum Execution Time for all other Transactions executed wholly within the UK shall be 4 (four) business days after the Transaction is confirmed by you and initiated by us.

   4. Transaction Limits. We apply Transaction Limits to your use of the Services. Our Transaction Limits Page shows the Transaction Limits that apply. We may refuse to carry out a Transaction for you if doing so would exceed the Transaction Limits.
   5. Currency Exchange Reference Rate. When we refer to an exchange rate, it means the exchange rate offered by us at the relevant time for the relevant currency pair (e.g. GBP to USD). This exchange rate is based on a reference rate provided by Reuters, with a margin applied (which may vary from Transaction to Transaction depending on various factors, such as the currency pair, the amount of the Transaction and so on). We reserve the right to change the reference rate provider and will notify you before doing so.
   6. Reasons for Modifications to these Terms. We can make changes to these Terms for a number of reasons, including because:
      1. we’re making changes to the way the Service operates or the Service features;
      2. we need to make changes because of changes to technology, the systems we use or our relationship with other providers that help us to provide the Services to you;
      3. we believe this is necessary to reflect changes in banking industry standards or market practice;
      4. it is necessary to comply with a change in law, regulation or related guidance; or
      5. a Financial Ombudsman or court decision means that we reasonably think that the agreement requires changes to make sure that we are complying with that decision.
2. Amendments to the Terms
   1. Unauthorised Transactions. Section 6 (Unauthorized Transactions) of the Terms is deleted and replaced with the following:
      1. 1. Unauthorised or Incorrectly Executed Transactions. You must promptly notify us in writing as soon as you become aware of any unauthorized or incorrectly executed transactions and, in any event, no later than thirteen months (13) months after the transaction is completed.
         2. Investigations. We may investigate unauthorised and incorrectly executed transactions. We will have the right to investigate any transaction reported by you as unauthorized 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.
         3. Refunds due to Unauthorised Transactions. Subject to Section 6.4, if we determine that your payment was unauthorised, we shall refund the payment amount including all fees deducted by us using the same method through which you funded the Transaction, though you may be liable for the first GBP 35 of any unauthorised transaction. Subject to Section 6.4, we will not hold you liable for the first GBP 35 if (a) the unauthorized payment was caused either by Instarem’s acts or omissions; (b) the loss or theft of your security credentials was not detectable by you prior to the payment being made; (c) we have not provided you with a means to notify us of the loss or theft of your security credentials or that your Instarem Account has been compromised; (d) we have not applied authentication requirements to the transaction when we are legally obliged to do so. Your liability for the first GBP 35 will not apply to any unauthorized transactions made after you have notified us that your Instarem Account was compromised.
         4. When Will We Not Make a Refund? We will not make a refund and you will be responsible for the unauthorized transactions in the following circumstances:
            1. you have acted fraudulently;
            2. we are not notified by you about the unauthorized transaction, or we are notified after the 13 month deadline (as long as we have provided you with appropriate means to notify us); or
            3. you deliberately or with gross negligence compromise the security of your account or fail to notify us of any security issues with your account or fail to use any Services in accordance with these terms.
         5. Can We Take Back the Refund? If, as a result of our investigation, we discover that the transaction was authorized by you and executed by us correctly, that you have acted fraudulently or that you have acted deliberately or with gross negligence (i.e. extremely carelessly), we will deduct from (a) funds held by us on your behalf or (b) funds provided to us as credit support for your obligations under these terms all sums previously refunded to you. If you do not have sufficient funds, we will make a request for immediate payment. You shall immediately transfer an amount which equals the shortfall to a bank account designated by Instarem.

      Incorrectly Executed Transactions

      1. Refunds Due to Incorrectly Executed Transactions. Subject to sections 3.1 and 3.2, if we process your payment incorrectly (for example, because it wasn’t sent to the account you told us to or because it was processed late due to our error) we shall refund the payment amount including all fees deducted by us, using the same method through which you funded the Transaction. If you made a mistake and gave us the incorrect information to process the Transaction, we will use reasonable efforts to help fix the problem (which might mean getting your money back) but we may charge you for our costs of doing so.”
   2. Complaint Process. Section 13.2 (Complaint Process) shall be deleted and replaced with the following:

      “13.2 Complaint Process. In the event that your issue is not resolved through your contact with Instarem Support, you agree to submit a complaint to us (“Complaint Process”). You can submit a complaint by mail, email or by submitting a help ticket and describe your dispute, how you would like us to resolve the complaint, and any other relevant information. We will acknowledge receipt of your complaint form after you submit it and request any additional information as necessary. We will respond to your complaint as soon as possible and within 15 business days after we receive it, or in exceptional circumstances (and for reasons beyond our control), 35 business days after we receive it. You can ask us for a copy of our complaint procedure at any time.”

   3. Arbitration Agreement. Except to the maximum extent permitted by applicable law, Section 13.4 (Arbitration Agreement) of the Terms shall not apply to residents located in the United Kingdom and shall be deleted.