Novenorth – Terms of Service

Last Updated: 2025.09.29

1. Introduction and Scope

These Terms of Service (“Terms”) form a legal agreement between you (the “Customer”) and NoveNorth ApS (“NoveNorth”), Amaliegade 6, 2nd floor, 1256 Copenhagen K, Denmark, CVR 44335956.

NoveNorth provides access to its Banking-as-a-Service (BaaS) platform and related non-regulated services. Regulated payment services (including account issuance, execution of payment transactions, and safeguarding of funds) are provided by a licensed third-party payment institution, ComplyPay (defined in Section 2), and made available to you through the NoveNorth platform.

By accepting these Terms, you agree to comply with them in full. You also acknowledge that certain services described herein are performed by ComplyPay, and you accept the specific terms that apply to those services as set out in this document.

2. Definitions

• “Customer”, “you”, or “your” means the legal entity or individual using the NoveNorth platform and related services.
  
  
  

• “Platform” means the NoveNorth online interface and associated applications through which you access both NoveNorth’s and ComplyPay’s services.
  
  
  

• “ComplyPay” means ZTLment ApS, trading as "ComplyPay", Linnésgade 20A, 1361 København K, Denmark, CVR 41801298, FTID 22043 — a licensed Danish payment institution that provides regulated payment services via the Platform.
  
  
  

• “Payment Services” means services provided by ComplyPay, including the opening and maintenance of payment accounts, execution of payment orders, and safeguarding of funds in accordance with applicable law.
  
  
  

• “Subscription Fee” means the monthly fee charged by NoveNorth for access to the Platform and related services.
  
  
  

• “Safeguarding” means the legal requirement for ComplyPay to hold customer funds separate from its own operational funds in dedicated accounts with established credit institutions.
  
  
  

3. Roles and Responsibilities

3.1 NoveNorth’s role

• Operates the Banking-as-a-Service (BaaS) platform, providing a customer-facing interface (web and mobile app) through which you can access both NoveNorth’s features and ComplyPay’s regulated Payment Services.
  
  
  

• Supplies the software user experience (UI/UX) that enables you to easily onboard, view balances, manage accounts, and initiate payments.
  
  
  

• Provides value-added services, including subscription management, reporting, analytics, notifications, and other platform tools designed to simplify the use of your account.
  
  
  

• Acts as the first point of contact for all customer support, communications, and service-related inquiries.
  
  
  

• Is not a regulated financial services provider and does not itself hold or process customer funds. All regulated Payment Services are performed by ComplyPay.
  
  
  

3.2 ComplyPay’s role

• Provides regulated Payment Services under its Danish payment institution license.
  
  
  

• As a payment institution, ComplyPay follows strict safeguarding regulations, which include separating customer funds from its own funds and holding them in dedicated safeguarding accounts with established credit institutions to ensure that they are protected and safe.
  
  
  

• Performs all legally required customer due diligence (KYC/KYB) and ongoing monitoring under applicable anti-money laundering (AML) and counter-terrorist financing (CTF) regulations.

  
  

4. Account Opening and Verification

4.1 You must successfully complete ComplyPay’s verification process before you can use Payment Services.

4.2 You consent to NoveNorth sharing your information and documents with ComplyPay for onboarding and compliance purposes.

4.3 ComplyPay may request additional information or documents at any time to comply with legal and regulatory requirements.

4.4 If you do not provide requested information, ComplyPay may suspend or close your account.

5. Use of Services

5.1 You may use the Platform to access both NoveNorth’s services and ComplyPay’s Payment Services.

5.2 Payment orders will be executed by ComplyPay in accordance with applicable laws and these Terms.

5.3 You must not use the services for unlawful purposes, including but not limited to fraud, money laundering, or terrorism financing.

6. Subscription Fees and Payment

6.1 NoveNorth charges a Subscription Fee per month for platform access in accordance with the service level agreement signed independently from these Terms.

6.2 By accepting these Terms, you agree that NoveNorth may collect setup fees and Subscription Fees from your ComplyPay account.

6.3 You authorise NoveNorth to instruct ComplyPay to initiate a recurring transfer from your ComplyPay account to NoveNorth to cover setup fees and monthly Subscription Fees.

6.4 To comply with legal requirements, you will be asked to confirm this recurring payment authorisation separately using Strong Customer Authentication (SCA). This confirmation, together with your acceptance of these Terms, constitutes your full authorisation for NoveNorth to collect Subscription Fees from your ComplyPay account.

7. Safeguarding of Funds

7.1 ComplyPay safeguards all customer funds in accordance with applicable law.

7.2 Funds are held in segregated safeguarding accounts with established credit institutions, separate from ComplyPay’s own funds.

7.3 ComplyPay does not pay interest on safeguarded funds.

8. Limitation of Liability

8.1 General principle

To the maximum extent permitted by law, neither NoveNorth nor ComplyPay shall be liable for indirect, special, or consequential damages, including loss of profit, revenue, business, anticipated savings, or damage to reputation.

8.2 ComplyPay’s Payment Services

• ComplyPay is only liable for direct losses caused by its failure to perform its obligations with due skill and care, and only if such failure is not due to events beyond ComplyPay’s reasonable control.
  
  
  

• ComplyPay is not liable for losses resulting from:
  
  
  

  1. Your failure to provide accurate payment instructions or comply with security measures;
     
     
     

  2. Delays, interruptions, or errors caused by third-party payment systems, correspondent banks, or payment networks;
     
     
     

  3. Compliance with legal or regulatory obligations, including transaction monitoring, reporting, or blocking of funds.
     
     
     

• ComplyPay’s total liability in any 12-month period is capped at the total fees paid for the services during that period.
  
  
  

8.3 NoveNorth’s platform services

• NoveNorth is only responsible for the operation of the Platform and related non-regulated services.
  
  
  

• NoveNorth is not responsible for safeguarding funds, executing payment transactions, or compliance with payment services regulation.

  
  

8.4 No warranty

All services are provided “as is” without any express or implied warranties, including merchantability, fitness for purpose, or non-infringement.

9. Data Sharing and Privacy

9.1 You consent to the sharing of your personal and account data between NoveNorth and ComplyPay as necessary to provide services and comply with legal requirements.

9.2 You consent to your data being used for KYC/AML purposes and shared with cooperating third parties (including ComplyPay).

9.3 By accepting these Terms, you consent to receiving contracts, agreements, and legally required documents electronically.

9.4 Both NoveNorth and ComplyPay process personal data in accordance with the GDPR and implement appropriate security measures.

10. Termination

10.1 You may terminate your use of the services with 30 days’ written notice to NoveNorth.

10.2 ComplyPay may suspend or close your account if required by law, regulation, or to prevent misuse.

10.3 Termination of these Terms will result in closure of both your NoveNorth platform account and your ComplyPay payment account.

11. Governing Law and Dispute Resolution

11.1 These Terms are governed by Danish law.

11.2 Disputes relating to the services will be resolved by the Danish courts unless mandatory law requires otherwise.