Nokumo Group Payments Terms

1.1 What these terms cover. These Payments Terms apply when the Customer uses Nokumo Pay or Nokumo Direct Charge (together, Payment Features) to take payments from Guests. They form part of the Agreement under the Terms of Service (the Terms). Capitalised words not defined here have the meaning in the Terms.

1.2 Parties. "Nokumo" has the meaning in Section 1.1 of the Terms: the Nokumo company that is the Service Provider for the Payment Features and, for invoicing, the Billing Entity under Section 7 of the Terms (Nokumo Services unless the Group Company List and the Account show another Group Company). These Payments Terms are Group terms: they apply in the same way to every Nokumo Group company that supplies Payment Features, and Section 7.15 of the Terms applies. Payment services themselves are provided to the Customer by the Payment Provider (for example Stripe, or any other payment service provider that Nokumo selects and names in the Legal & Trust Centre at nokumo.net), under the Payment Provider's own terms. Nokumo does not provide payment services.

1.3 Order of documents. These Payments Terms rank as stated in Section 1.3 of the Terms. For payment matters they prevail over the Terms. The Payment Provider's terms govern the Customer's relationship with the Payment Provider and prevail over these Payments Terms on matters between the Customer and the Payment Provider.

1.4 Business customers only. Payment Features are offered only to businesses (Section 1.5 of the Terms).

1.5 Transfers. Section 7 of the Terms (Transfers, Change of Control and Billing Entity Change) applies to these Payments Terms in full.

2.1 The flow of funds. When a Guest pays through a Payment Feature:

1. the Guest pays by card or another method accepted by the Payment Provider;

2. the Payment Provider receives the payment, holds it in the Customer's own account with the Payment Provider (the Customer Account) and pays it out to the Customer's bank account according to the Payment Provider's payout schedule; and

3. the Payment Provider alone settles, holds and pays out the funds. They are never transferred to, held by, or paid through Nokumo.

2.2 Nokumo never holds client funds. Nokumo does not receive, hold, control, safeguard, transmit, convert or pay out the Customer's funds or Guests' payments, at any time, in any account of Nokumo or of any Group Company, and does not act as the Customer's or the Guest's payment agent or intermediary. The only money Nokumo receives is its own fees and Pass-through Costs under Section 4, which are Nokumo's own revenue and not client money.

2.3 What Nokumo does. Nokumo provides software that connects the Customer's booking and invoicing data to the Payment Provider: it creates payment requests, shows payment status, matches payments to reservations, and records refunds and chargebacks reported by the Payment Provider. Nokumo acts on the Customer's instructions. Nokumo cannot move, release, withdraw or redirect the Customer's funds and cannot change the Customer's payout bank account.

2.4 No payment services by Nokumo. No Nokumo Group company provides payment services under these Payments Terms, so none of them needs to be authorised or registered as a payment institution or e-money institution for them. If the law were to require otherwise for any feature, Nokumo will disable that feature rather than hold funds.

2.5 Risk of funds sits with the Payment Provider and the Customer. Insolvency, failure, delay, holds, reserves, freezes and set-off by the Payment Provider are matters between the Customer and the Payment Provider. Nokumo is not liable for them, and Nokumo's fees remain payable. Nokumo will tell the Customer, as far as it knows, if it learns that the Payment Provider has restricted the Customer Account.

2.6 Data about payments. Nokumo sees payment data only to the extent the Payment Provider shares it: amount, date, status, last four card digits, payment method type, reference and dispute information. Nokumo does not receive or store full card numbers, CVV or authentication data, which stay with the Payment Provider. How this data is handled is set out in the DPA.

3.1 Separate contract. To use a Payment Feature the Customer must accept and keep to the Payment Provider's terms, complete its onboarding and identity checks, and keep the information given to it true and current. Those terms are a contract between the Customer and the Payment Provider only. Nokumo is not a party to them and is not liable for the Payment Provider's acts or omissions, including declined onboarding, holds, reserves, fees and payout timing.

3.2 Nokumo Pay. Nokumo Pay lets the Customer take payments through the Customer Account at the Payment Provider using Nokumo's software, as set out in Section 2. Payment Provider fees are charged by the Payment Provider to the Customer under the Payment Provider's terms. Nokumo's own fee is described in Section 4.

3.3 Nokumo Direct Charge. Where the Customer uses its own payment gateway or acquirer (not the Payment Provider) with Nokumo's software, the Customer's contract with that gateway governs the payment. Nokumo provides the technical integration only, the funds never pass through Nokumo, and Sections 2.2 to 2.6 apply as if that gateway were the Payment Provider. The Customer is responsible for the gateway's compliance requirements, including card-scheme rules and strong customer authentication. Nokumo lists the supported gateways in the Legal & Trust Centre at nokumo.net.

3.4 Customer duties. The Customer must: (a) accept payments only for genuine accommodation and related services it supplies; (b) show prices, taxes and cancellation terms to Guests clearly before they pay; (c) give Guests the information and receipts the law requires; (d) not use the Payment Features for prohibited or restricted businesses listed by the Payment Provider; (e) handle refunds, cancellations and Guest complaints about payments itself; and (f) keep its Customer Account credentials secure.

3.5 Customer is the merchant. As between the parties, the Customer is the merchant of record for payments from its Guests and is solely responsible for its contracts with Guests, refund and cancellation rules, tourist tax, VAT and invoicing, and compliance with consumer law towards Guests.

3.6 Nokumo chooses the Payment Provider. Nokumo selects the Payment Provider and any gateway, and may add, replace, remove or use several of them, for all Customers or for some (for example by country, currency or type of Customer), at its sole discretion. The Customer has no right to object to the choice or to a change of Payment Provider. Nokumo gives at least 30 days' notice of a replacement or removal under Section 6.3, or less where the law, a regulator, the provider or security requires. The Customer must then complete the new provider's onboarding and accept its terms. If it does not, the Payment Features may stop for that Customer. A change of provider does not change Section 2.2, does not increase Nokumo's Payment Fee by itself, and does not affect the Customer's rights under Section 6.2 of the Terms (switching) or its right to stop using the Payment Features under Section 6.1.

4.1 Nokumo's fee. For Payment Features Nokumo charges the fee stated in the Price List or Order Form (for example a percentage and a fixed amount per payment) (the Payment Fee). The Payment Fee is separate from the Payment Provider's fees. Nokumo may also re-charge to the Customer the fees and costs that the Payment Provider charges Nokumo for the Customer's payments and Customer Account, such as processing, refund, dispute, payout and account fees and any other amount the Payment Provider debits or invoices to Nokumo because of the Customer's use of the Payment Features (Pass-through Costs). Pass-through Costs are re-charged at the amount stated in the Price List or Order Form or, where none is stated, at the amount the Payment Provider charged Nokumo. This does not make Nokumo a provider of payment services and does not give Nokumo control over the Customer's funds.

4.2 Fees are deducted from the payout, and Nokumo invoices them. The Payment Provider deducts from each payment, before it pays out to the Customer, (a) its own fees that it charges the Customer directly and (b) the Payment Fee and the Pass-through Costs, which it passes on to Nokumo. The Customer therefore receives only the net amount. Nokumo's fees are not client money and give Nokumo no control over the rest of the funds. Nokumo issues the Customer an invoice for the Payment Fee and the Pass-through Costs, with VAT and other taxes added where the law requires, and a statement of all amounts the Payment Provider deducted in the period, showing for each payment the gross amount, fees and net payout. Amounts deducted at source are treated as paid when deducted and need no further payment. Where the Payment Provider's set-up does not allow a Payment Fee or Pass-through Cost to be deducted at source, or the Payment Provider later debits it to Nokumo, the Customer pays it to Nokumo within the payment period in Section 5.2 of the Terms. Nokumo may change the Pass-through Costs it re-charges when the Payment Provider changes its charges to Nokumo, on notice under Section 6.3.

4.3 Refunds and cancellations. The Customer decides whether and how to refund a Guest, using the Payment Provider's tools or Nokumo's software. A refund is paid from the Customer Account at the Payment Provider. The Payment Fee and the Pass-through Costs on the original payment are not refunded, unless the Price List or Order Form says otherwise.

4.4 Chargebacks and disputes. The Customer is responsible for chargebacks, dispute fees and losses on its payments, and for answering disputes with the evidence the Payment Provider requires. Nokumo may help by sharing booking records the Customer is entitled to. Nokumo is not liable for the outcome. If the Payment Provider or a card scheme recovers a loss from Nokumo that arises from the Customer's payments, the Customer must reimburse Nokumo on demand.

4.5 Taxes and currency. The Payment Fee is exclusive of VAT only where applicable law applies, in all other cases VAT will be applied. The Customer bears currency conversion and cross-border charges set by the Payment Provider.

4.6 Late payment. Overdue Payment Fees and Pass-through Costs bear statutory default interest under the Obligations Act, as in Section 5.4 of the Terms.

4.7 Set-off. Nokumo may set off overdue Payment Fees against any amount it owes the Customer, but never against the Customer's funds with the Payment Provider, as it has no access to them.

4.8 Which Nokumo company contracts with the Payment Provider. The Nokumo Group company that contracts with the Payment Provider may differ from the Nokumo company that is the Service Provider or Billing Entity for the Customer. Fees and costs that the Payment Provider charges that company because of the Customer's payments are Pass-through Costs and are invoiced to the Customer by the Billing Entity, and a reference in these Payments Terms to amounts debited or recovered from Nokumo includes amounts debited or recovered from that company. The Nokumo companies settle between themselves. None of this gives any Nokumo company access to, or control over, the Customer's funds, and Section 2.2 applies to every Nokumo Group company.

5.1 What Nokumo may do. To protect Guests, the Customer, Nokumo and the Payment Provider, Nokumo may monitor use of the Payment Features for signs of fraud, abuse, money laundering risk, sanctions risk, unusually high refunds or chargebacks, or breach of Section 3.4. Nokumo cannot freeze, hold or redirect the Customer's funds (Section 2.3). Its measures are limited to its own software: limiting, pausing or disabling the Payment Features for the Customer or for a transaction, and notifying the Payment Provider where the law or the Payment Provider's terms require.

5.2 Criteria. Measures may be taken where, for example: (a) the Payment Provider restricts or closes the Customer Account; (b) the chargeback or refund rate exceeds the level set by the Payment Provider or card schemes; (c) there is credible evidence of fraud, identity misuse or sanctions exposure; (d) the Customer's information is false or the Customer fails verification; (e) a court or authority orders it; or (f) the Customer is in material breach of these Payments Terms and does not remedy it within 10 days of notice. The criteria are published in the Legal & Trust Centre and may be updated by notice under Section 6.3.

5.3 Human review. Alerts raised by automated tools are reviewed by a person before Nokumo takes a measure that substantially affects the Customer, except where an immediate measure is needed to prevent serious harm or is required by law, in which case a person reviews it within 2 working days. Nokumo does not take decisions based solely on automated processing that have legal or similarly significant effects on individuals.

5.4 Notice and response. Nokumo tells the Customer which measure was taken and why, as far as the law and confidentiality allow, and the Customer may reply in writing and send evidence. Nokumo reviews the reply and lifts the measure when the reason has gone, normally within 3 working days.

5.5 No liability for protective measures. Nokumo is not liable for loss from a measure taken in good faith under this Section, except for intent or gross negligence. Nokumo's fees for the period remain payable.

5.6 Cooperation. The Customer must answer Nokumo's and the Payment Provider's reasonable requests for information and documents (for example about its business, its properties and its beneficial owners) within 5 working days.

6.1 Term and ending. The Payments Terms apply while the Customer uses a Payment Feature. The Customer may stop using the Payment Features at any time by notice, and the Payment Fee then stops for later payments. The Payment Features end automatically when the Agreement ends, when the Customer Account is closed, or when Nokumo ends the Payment Feature on 60 days' notice. Nokumo may also end them under Section 6.3 of the Terms or after a measure under Section 5 that is not lifted within 30 days.

6.2 Effect of ending. On ending: (a) payments already authorised are still settled by the Payment Provider into the Customer Account, and Nokumo's fees on them remain payable; (b) the Customer remains responsible for refunds and chargebacks on earlier payments; (c) Nokumo's access to payment data ends except as needed to keep its own records; and (d) Section 4.5 of the Terms (export for 30 days and deletion within 30 days) applies to payment-related Customer Data.

6.3 Notices and changes. Notices under these Payments Terms follow Section 11.3 of the Terms. Nokumo may change these Payments Terms, the Payment Fee and the criteria in Section 5.2 on at least 30 days' notice under Section 11.1 of the Terms, including the right to object and switch. Changes required by law, by the Payment Provider or by a card scheme may take effect sooner.

6.4 Transfers and billing entity. Section 7 of the Terms applies. In particular, on a Transfer the Successor takes over these Payments Terms, and on a Billing Entity Change Nokumo's fees are invoiced by the new Billing Entity under Section 7.9 of the Terms. None of these changes who holds the funds, which stays as set out in Section 2.

6.5 Language. The language rule in Section 1.6 of the Terms applies.

6.6 Governing law and disputes. Sections 12.1 and 12.2 of the Terms apply. Disputes between the Customer and the Payment Provider are decided under the Payment Provider's terms.

6.7 General. Sections 12.3 to 12.5 of the Terms apply.