Terms and Conditions

These Terms and Conditions ("The Terms") apply to registered Commercial Customers (hereinafter "the Customer") who use November First’s Platform (hereinafter “the Platform”) and the services of November First A/S ("November First ®"); if the Customer initiation is created through an existing Customer relationship with one of November First´s partners (i.e., ERP vendors, Accountants, Bookkeeping agencies or Business system vendors) those existing Customer agreements apply in those cases where there is overlap with text in this present agreement.

The terms, effective from 15^th of September 2021, are available on www.novemberfirst.com, the Platform, covering the Portal, payment modules for selected ERP and financial systems and services offered by third parties with integration via API directly to the Platform. The Platform may only be used for commercial purposes.

Prior to the Customer's use of the Platform, the Terms and Conditions must be accepted by the Customer in connection with entering into a customer relationship with November First.

A customer relationship is concluded when November First has approved the Customer in accordance with the November First's on-boarding procedures and with, inter alia, the rules of LBK No. 1062 of 19/05/2021 of the Anti-Money Laundering and Terrorist Financing Act ("Money Laundering Act").

With the Customer's acceptance of the Terms and Conditions, the Customer accepts, inter alia, that certain provisions of LBK No. 1719 of 27/11/2020 Payments Act have been deviated from in accordance with Section 6(3) of the Act.

1. Provider of the Platform

The Platform provider is:

November First A/S

Strandgade 98, 3rd floor

1401 Copenhagen K

CVR-No.: 37367605

FT-number at the Danish Financial Supervisory Authority (“the Danish FSA”): 22017

November First is authorised as a payment institution under Section 9 of the Payments Act and is subject to supervision by the Danish FSA.  

2. Conclusion of the customer relationship

The customer applies to become a Customer of November First A/S via the company's website www.novemberfirst.com. Once the Customer has registered with:

• applicant's country of origin
• applicant's Company registration number number (e.g. CVR number in Denmark)
• applicant's full name,
• applicant's e-mail,
• applicant's telephone number

an email is sent to the Customer with login details to the Platform. The customer must then log in and identify and legitimise beneficial owners by uploading valid picture ID of each beneficial owner. These Terms and Conditions and Data Processing Agreement must also be approved by the Customer represented by a person with the appropriate power of attorney. In addition, the Customer must specify the purpose of the business and the expected business volume.

Companies that do not register beneficial owners in Company registration data, or where beneficial owners cannot be identified, the day-to-day management must be regarded as beneficial owners under the Danish Money Laundering Act, in which case these must be legitimised.

In order to establish a customer relationship, the Customer must provide necessary information so that November First can comply with KYC (know-your-customer) and AML/CTF (Money Laundering Act’s) principles.

As soon as the Customer has provided the required information in connection with the application procedure, November First will decide whether the Customer meets the criteria to be approved as a user of the Platform. November First will confirm the customer relationship via email.

The Customer will be asked to appoint a user to act as the Customer's administrator (“Admin user”) on the Platform. The Administrator will be responsible for managing the Customer’s Users on the Platform, including but not limited to the creation of new users and the allocation of user rights in the Platform. It is the Customer's responsibility that all contact information is up to date. See section 4.12 for more information on the Customer’s obligations. The Customer is responsible for the Admin user's authorization to act on behalf of the Customer.

3. The Platform

November First cooperates with selected financial institutions that make accounts as well as exchange rates available for November First. The exchange rates are then offered to the Customer with November First's margin added. The selected financial institutions carry out transfers on behalf of November First through clearing systems, such as SWIFT to the final beneficiary. November First only cooperates with financial institutions that have the necessary licences and approvals from the authorities of their home country. ­

The Platform is an internet-based payment service that offers the Customer:

• Currency exchange in connection with foreign currency account transfers,
• Payments of invoices in Danish Kroner and/or foreign currency to both Danish and foreign payees,
• That the Customer, in connection with e.g., export business, can offer importers to pay invoices in their local currency to an account set up for November First in the local financial institution in a selected country. November First then exchanges the amounts paid into the Customer's local currency and transfers the amount to the bank account designated by the Customer (Payment Collection).

November First can continuously modify and adapt the functionality of the Platform. Certain services will be subject to subscription payments, see the current price list available on www.novemberfirst.com. Further descriptions of the Platform can also be found here.

The services can only be provided through the Platform.

The Platform can be accessed in three ways:

1. via the Portal novemberfirst.com or similar
2. via ERP or financial systems and the like.
3. via 3rd Party integrations to November First's API

Ad 1 - November First offers currency exchange and in this connection the transfer of the exchanged amount. See details in section 4.

Ad 2 - In selected ERP and financial systems and the like, November First offers payments of invoices in Danske Kroner and/or foreign currency to both Danish and foreign beneficiaries. See details in section 4.

Ad 3 – Via 3rd party integrations to November First's API, November First offers payments of invoices in Danske Kroner and/or foreign currency to both Danish and foreign beneficiaries. See details in section 4.

3.1 Operational stability

November First strives towards maximum operational stability, but is not responsible for breakdowns or operational disruptions, including operational disruptions caused by factors beyond November First's control. Including, but not limited to, power outages, equipment failures, internet connections, telecommunications connections, or the like. In addition, see section 12.

In the event of a breakdowns or disruption, November First will restore operations as soon as possible. To continuously ensure the best possible platform and service, November First will be entitled to make updates, improvements, and changes, which may occur with or without notice, and may affect November First's service.

Scheduled interruptions will preferably be conducted between 23:00 and 05:00. Should it become necessary to suspend access to the Platform outside the specified time frame, it will be announced in advance, if possible.  

4. Benefits

4.1 Currency exchange

When exchanging currency, November First offers spot deals of exchange rates in real-time to the Customer based on the currencies and amounts requested by the Customer. If the Customer accepts the exchange rate and the settlement amount, a legally binding trade will be carried out immediately.

November First offers exchange rates between 05:00 – 23:00 on all weekdays that are not bank holidays.

Regarding future scheduled payments in a foreign currency that are to be made more than two days from the date of registration, the exchange rate obtained by November First, plus the agreed November First margin, and will be applied on the payment date without separate acceptance from the customer.

4.2 EURO SEPA Same Day payments

EURO SEPA Same Day payments can be executed until 12.30 AM on weekdays, which are non-bank holidays.

4.3 Payments in Danish Kroner

In selected ERP and financial systems and the like as well as 3rd party integrations via November First's API, November First offers payments of invoices in Danske Kroner, including account to account payments and FIK payments.

Payment details are obtained from the ERP and financial systems and are received via 3rd Party integrations via the November First’s API after the necessary invoice and payment approvals have been completed by the Customer.

4.4 Payment Collection

For companies that receive payments in foreign currency, November First provides foreign currency accounts. November First provides local currency accounts in EUR, SEK, NOK, GBP, and PLN. Other foreign exchange accounts are made available in Denmark.

November First exchanges the amounts paid to the currency requested by the Customer at the exchange rate obtained by November First, (see section 4.1), and transfers the amount to the bank account designated by the Customer. As far as possible, the exchange takes place on Mondays, Wednesdays, and Fridays.

4.5 Customer's settlement obligations

                      4.5.1 Settlement of currency exchanges

The customer is obliged to:

1. to transfer the settlement amount in agreed currency via its own financial institution to an account designated by November First in a Danish bank or a Danish branch of a foreign financial institution.
2. to link one or more accounts in their own financial institution(s) to the Net's Payment Service so that November First can initiate the transfer.

November First then executes the transfer in accordance with the Customer's instructions.

                      4.5.2 Settlement of EURO SEPA Same Day payments

The customer is obligated to make an immediate transfer from their own financial institution in Danish kroner to an account designated by November First in a Danish financial institution or branch of a foreign financial institution.

                      4.5.3 Settlement of invoices in Danske Kroner

The customer is obligated to:

1. to transfer the settlement amount in Danish kroner via its own financial institution to an account designated by November First in a Danish financial institution or branch of a foreign financial institution.
2. to link one or more accounts in their own or own financial institutions to Net's Payment Service, so that November First can initiate the transfer.

                       4.5.4 Settlement of Payment Collection

The customer is obliged to provide their business relations with the correct payment information to ensure that the Customer's business relation(s) can transfer payments correctly to November First's bank account. In addition to providing the correct account details, November First has no responsibility or influence on the process that ensures that the Customer's business relation(s) can transfer the correct amounts to November First's account.

4.6 Agreement on the execution of transfers of funds and payment transactions

All transactions initiated by the Customer via November First can only be instructed via the Platform when properly logged in with customer number, username, and personal password.

In addition, all payments require to be approved by the procured, as defined by the Customer in accordance with section 4.8 regarding procuration and amount limits.

Any instruction sent by the Customer via the Platform does not constitute a valid binding agreement between November First and the Customer, until such instruction is registered as completed and confirmed by November First to the Customer by the automatic display of a settlement/trading note on the screen.

November First initially, or by default, defines an upper amount limit for open positions per Customer of EUR 200,000. This is necessary for November First's risk management. This limit can be reduced by November First based on a detailed assessment of the Customer. The customer can also request an increase in the limit if there is a commercial need.

The customer agrees that such a request may be denied. In addition, the Customer agrees that November First shall have the possibility to process such a request and approve it before the amount limit is increased.  

It is impossible to rule out the possibility that errors may occur in the transaction prices provided by November First. In such cases, and without influencing any other rights that November First may have under Danish law, November First is not bound by an agreement (whether confirmed or not by November First) to a quote which:

1. November First can prove to the Customer that the agreement would be inaccurate at the time of the transaction, or
2. was, or reasonably should have been, known by the Customer as inaccurate at the time of the transaction.

In the above situations, November First reserves the right, latest at the end of the next business day after the conclusion of the agreement on an inaccurate transaction, either to cancel the transaction or to correct the trading price to the price at which November First itself settled, or alternatively correct the price to the historical market price.

                      4.6.1 Agreement on execution of Payment Collection transactions

Payment Collection transactions are agreed upon by Customer's acceptance of their business relationships and will take effect when the Customer has received confirmation from November First, which contains information on which account payments can be made to (designated by November First) and which account the exchanged amount is to be paid in to (designated by the Customer).

4.7 Information for the execution of money transfers and payment transactions

                      4.7.1 Exchange and transfer via the Platform

For payments of invoices or transfers in foreign currencies, the Customer must provide the following information to the Platform either via the financial management system or through the Portal:

Select the data on a previously created beneficiary, or specify:

• Bank account in the Customer's basic currency
• Settlement date
• Beneficiary's name
• Either an IBAN number or the final beneficiary's account number in their November First is not responsible if the IBAN number entered by the Customer belongs to the beneficiary specified by the customer.If the Customer has entered both the IBAN number and the BIC code and these do not match, November First will use the IBAN number to determine which bank the money should be transferred to
• Beneficiary's bank BIC code
• Amount
• Currency
• Choose to pay all fees on the transaction. If this is not selected, the Customer will pay all fees to their bank, and the beneficiary will pay all fees in their own bank.
• Message to beneficiary (optional)
• Beneficiary's address (only if IBAN number is not used - street, number, zip code, city, country)

The above information about the final beneficiary can be generated automatically in systems with which the Platform is integrated, dependent on the set up in the Customer's financial management system and that the payment is carried out via this. It is the Customer's responsibility that this information is up to date. Once the Customer has sent their instructions for obtaining a price for a specific currency, November First obtains a price on the requested currency from its business partners. The customer then receives the most advantageous exchange rate that the Customer can choose to accept. If the Customer accepts the quote, the Customer must, cf. the payment instruction, transfer the settlement amount to a bank account designated by November First. If the Customer has chosen to connect with Net's Payment Service to the Platform, November First will initiate the transfer of the settlement amount to November First's bank account. November First will then carry out an exchange and transfer the amount in accordance with the Customer's instructions. Once a transaction is completed, the following information will be automatically formed in the Platform and displayed on the screen.

The information will always be available again under "Payment Overview":

• Amount and currency to beneficiary
• Exchange rate
• Amount in basic currency
• Fee
• Message to the beneficiary
• Information about the beneficiary

To the extent possible, the invoice documents on which the payment/exchange is based on, can also be accessed in the payment overview.

                      4.7.2 Payment Collection

At payment collection, the Customer must inform their business partners that they must deposit invoice amounts into an account owned by November First.

November First will then periodically exchange deposited amounts in agreement with the Customer and transfer the exchanged amount to the bank account designated by the Customer. In addition, November First will inform the customer of the individual amounts paid as follows:

• Date
• Account
• Amount
• Currency
• Sender’s name
• Message from sender (invoice number)

4.8 Completion time

Transactions are executed on the settlement date ordered by the customer.

International transfers are made available to November First's correspondent bank according to November First's "cut-off times" Central European time (CET), which are available on  www.novemberfirst.com  or similar. The beneficiary will have the amount made available in accordance with the applicable rules and practices of the country in which the receiving financial institution is located.

The beneficiary will have the amount made available in accordance with the applicable rules and practices to which the beneficiary's financial institution is subject to

When carrying out transactions to or from abroad, reservations are made in connection with bank holidays in both the country of dispatch and the recipient country, as well as local standards and practices on settlement and interest calculation in the respective foreign exchange markets.

4.9 Procurations and limits

The Customer is obliged to inform November First via the Portal of the person(s) who have been authorised by the Customer to give November First instructions on behalf of the Customer.

This information is provided in connection with the creation of the Customer’s account, and at the same time the amount limits can be agreed on in DKK for the individual proxy holders. If the Customer wishes to revoke such authorization, to change the scope of the authorization, or to give another person the authority to give instructions on behalf of the Customer, this shall be communicated to November First via the Portal. November First is entitled, in accordance with general power of attorney rules, to receive instructions from any of the Customer's authorized person(s) as well as person(s) who appear as such.

A new authorization, modification or revocation of an existing authorization must be done via the Portal.

A new authorization, amendment or revocation will not take effect until it is registered in November First's system. Such change will be made to the system within a reasonable time after Customer request.

If November First is contacted in writing by the Customer instead of via the Portal, it can be expected that these changes will be made as soon as possible and within a reasonable time after receipt, and no later than three (3) working days after November First's receipt of a written notice to that effect.

Such updating does not result in any limitation or changes in the Customer's obligations towards November First, and this does not give the Customer the right to any remedies for breach.

The customer is responsible for the accuracy of the information.

The customer is obliged to regularly update the authorization(s) and assigned user rights. November First cannot be held responsible for transactions carried out and/or approved by persons who have not been deleted from the by the Customer informed proxy holders. Furthermore, November First cannot be held responsible for a proxy holders' insufficient or not updated information.

4.10 Information made available

In connection with a transaction, November First will provide the Customer with the following information:

• Confirmation of the settlement of the transaction with information listed in section 4.7.1 above
• Change of status to the payment upon receipt of settlement amount from the Customer
• Notification that the settlement of the transaction has been completed by November First's partner

The Customer has free access to an updated overview of the Customer's completed transactions in November First's Portal, showing the status of each transaction.

The Customer has the right at any time during the customer relationship to receive these Terms and Conditions on paper or other medium upon request.

The Customer can automatically send payment notification by entering the beneficiary's email. The notification is sent at the moment the payment is settled.

4.11 Customer's control of transactions

The Customer is obliged to continuously monitor the transactions by confirming trade notes and/or November First's overview of completed transactions on the Portal. If unauthorized or incorrect postings have been made on the statement, the Customer must notify November First as soon as possible and no later than 1 month after the completion of the transaction in order to retain their right to objection. A transaction that has taken place unjustifiably or incorrectly, can be reversed when an objection is made in due time.

However, this is not the case if the Customer has failed at maintaining authorizations and user rights on the Platformand ensure that information is accurate and up to date. In such case, November First bears no responsibility.

4.12 Customer's other obligations

The Customer is obligated to keep all information provided up to date via the Portal, including address, control and ownership structures, account numbers (including SWIFT and IBAN) contact details, administrator name and precautions.

The Customer ensures that information or material uploaded by the Customer, does not infringe the rights of third parties and does not contain offensive material, or material that violates relevant law or other regulation.

The customer is obliged to keep passwords confidential, and to ensure that these are kept safe and inaccessible to anyone other than the administrator and the proxy holders. The Customer must also ensure that third parties or other unwarranted persons do not gain access to the Platform through the Customer's Financial System or the Platform. The Customer is responsible for all orders placed and for the accuracy of any information sent from the Customer using the Customer's name, password or any other personal identification method used to identify the Customer.

November First recommends the Customer to change passwords regularly.

The Customer is unwarranted to rent, lease, further license or authorize copying of all or part of the software associated with the Platform and www.novemberfirst.com. In addition, customer guarantees that any user agrees not to infringe, reverse engineer, decompile, disassemble, or otherwise convert the software into standard legible or machine-readable form, and the Customer guarantees to refrain from assisting others in doing so. The Customer must notify November First of any current or potential infringement of November First's intellectual property rights or unauthorized use that the Customer becomes aware of through the Customer's use of the Platform.

The Customer guarantees that the Customer's use of November First's services does not take place unlawfully in a way that could damage November First's brand, reputation, or goodwill, or that is in violation of relevant law or regulation.

If the Customer experiences technical problems due to viruses, cyber-attacks or the like, the Customer must not access the Portal. Instead, November First should be informed of this, and November First will attempt to assist the Customer in the best possible way and can for a fee manually complete transactions in accordance with the Customer's instructions in accordance with the current Price List.

The Customer agrees not to use the Platform for illegal activities, such as making transactions in violation of the Danish Money Laundering Act or other laws, just as the Customer may not transfer viruses or other malicious code to the Platform or other services operated by November First. In addition, the Customer may only use its own log-in information.

The Customer is solely responsible for any activity that take place at the Customer's log-in to the Platform. If the password is entered incorrectly three times, access to the Platform is automatically blocked. A new password can be requested by accessing www.novemberfirst.com.

5. Opening hours and support

November First provides support for the services mentioned in section 4, Monday to Thursday between 08:30 and 16:00 and Friday between 8:30 and 15:30 on all non-bank holidays. Support is provided via telephone contact and chat on the Portal, as well as in payment modules. Support is provided for up to 30 minutes per month per Customer. If further assistance is requested, e.g., in connection with further workshops or training of the Customer's employees, a separate fee is agreed on accordingly.

In addition to support, November First provides various training videos as well as Q&A's that all Customers are free to use.

6. Transaction data

When November First settles transfers in accordance with the Customer's instructions, the necessary book entries are sent directly to the Portal and/or through interface to the Customer's ERP and financial systems and the like, as well as to the 3rd Party system via integration through the November First’s API.

7. Prices and fees

7.1 Exchange rates and margins

November First can enter into an agreement with various financial companies that provide exchange rates on an ongoing basis through the Platform to November First’s Customers. November First will add a margin on the offered exchange rates. Regarding scheduled payments, November First will execute the payment as instructed by the Customer. November First will always offer the Customer the most desirable rate for settling a transaction.

November First informs the Customer about the exchange rate in real time when accepting the offered settlement of the transaction.

7.2 Fees

In addition, November First charges a transaction fee for each transaction. November First will always make the Customer aware of this by stating the amount of the fee in connection with the offer for settlement for a transaction.

Most often, costs connected to international payments are distributed, so that the Customer pays costs to November First, and the beneficiary pays costs to their bank. Additional costs may occur if the transaction is passed through multiple financial institutions. November First offers the Customer the possibility to pay the beneficiary’s costs abroad concerned with the transaction.

November First charges a small administration fee if a transaction is rejected by a correspondent bank due to incorrect settlement instructions given by the Customer. The fee will be calculated based on the time needed by November First to resolve the issue based on a fixed hourly rate shown in November First's Price List available on www.novemberfirst.com. 

If the Customer does not provide the settlement amount on the account as agreed with November First and at the agreed time, November First will reverse the agreed trade, and the Customer will have to pay November First's possible exchange rate loss on the transaction as well as a fee shown in November First's Price List available on www.novemberfirst.com.

7.3 Payment for services

Apart from special agreements, in addition to what follows from the special agreement, November First may charge for services performed for the Customer. This also applies to inquiries about customer engagement from public authorities or others where November First is obliged to respond.

The price is calculated as a percentage or based on November First's standard hourly rates. A price overview of the hourly rates in force at any time is available on www.novemberfirst.com.

7.4 Interest and commission

November First is not required to:

• Give interest on any credit balance in the Customer's favour or any other amount that the Customer may have in an account belonging to November First; or
• Charge interest from the Customer when such interests have been received by November First in relation tosuch amounts or in connection with any agreement.

7.5 Taxes

In the event of changes to public regulations or practices that result in new taxes or charges being imposed on November First, November First may, without notice, collect these directly from the Customer.

The same applies in the case of an amendment or termination of existing taxes or duties.

8. Communication

8.1 Electronic messages

Under these Terms and Conditions, November First may communicate with the Customer digitally. All communication is done via the Platform or via e-mail. Exceptions are, however, information which, according to the legislation in force at any time, must be sent by letter or otherwise.

Confidential or sensitive personal data must in accordance with the General Data Protection Regulation (GDPR) be sent encrypted. If the Customer cannot send an encrypted e-mail, the Customer may contact November First for assistance.

November First processes personal data with appropriate organisational and technical measures. Please refer to November First's Privacy Policy.

8.2 Languages

November First reserves the right to communicate with customers in both Danish and English.

9. Acceptance of market risks, system failures, etc.

9.1 Exchange rate fluctuations

The Customer acknowledges, accept, and understands that:

• when the Customer instructs November First to settle a transaction, any dividends or losses resulting from fluctuations in exchange rates, etc. are solely the Customer's responsibility and risk and;
• The Customer guarantees that the Customer is willing and able, financially, and otherwise, to take on the responsibility of the risk of trading speculative financial transactions.

9.2 Delay

November First offers the Customer real-time prices based on offers obtained from November First's business partners. Due to delayed transmission between the Customer and November First, a price offered by November First may have changed before an order from the Customer is received by November First.

If a price has changed beyond the tolerance limit set by November First for currency exchange, the Customer will be asked to obtain a new settlement offer. 

9.3 Technical errors

November First does not take on the responsibility of the risk of consequential loss, consequential damages or other indirect loss, loss of data or losses due to virus programs or cyber-attacks, Customer's loss or indirect loss, expenses or costs incurred by the Customer due to system failures, transmission errors, errors due to incorrect information or delays or similar technical errors by the Customer, unless November First has shown gross negligence in doing so.

November First is not responsible for third-party solutions that are available and/or interact with the Platform. November First cannot be held responsible for the accuracy, completeness, quality, and reliability of the information, nor the results obtained through these third-party solutions or the work performed by third parties. In addition, November First cannot be held responsible for the availability, security, or functionality of third-party solutions, including of possible damages and/or loss caused by third-party solutions.

9.4 Use of correspondent banks

When executing a foreign transaction, November First's correspondent bank abroad is not necessarily the same as the beneficiary's bank. In some cases, November First uses selected correspondent banks and international clearing systems to conduct the transactions, see section 9.6.

Regardless of whether the Customer, November First or its business partners have chosen the correspondent bank, November First is not responsible for any errors by the chosen bank used, nor for its solvency. Applicable legal rules, customs, and terms applicable to November First's agreement with the foreign financial institution, apply to the Customer equivalently.

9.5 Customer’s Risk using November First's payment services in the event of bankruptcy and risk transition between parties involved

For November First to preserve its license as a payment institution from the Danish FSA, Law No 1024 Payments Act require that November First, both provides solvency as security for customers possible loss on payments and execute payments on behalf of the Customer via segregated accounts. This ensures the Customer's funds against creditor prosecution in the event of November First going bankrupt.

November First complies with all legal requirements and complies with the required policies and procedures that November First are subject to in connection with being supervised by the Danish FSA. This implies the following for the Customer's risks of using November First for payments in connection with bankruptcy:

• According to the Payments Act, a payment institution such as November First A/S is required by law to secure the funds transferred from the Customer as part of the execution of a transaction. At November First A/S, the funds are secured by placing them in a separate account, a so-called segregated account, with SEB (Skandiviska Enskilda Banken), where the Customer’s funds are secured in the event of bankruptcy of November First A/S. A trustee will thus not be able to make outlays in the Customers on behalf of creditors. Customers' payments will instead either be transferred to final recipient or returned to the Customer.

9.6 Customer's bankruptcy risk at November Firsts banking partner

November First A/S cooperates with SEB – Skandinaviska Enskilda Bank. The bank is one of the largest banks in Europe in the currency area, allowing November First to secure favourable exchange rates for its customers. The Bank has also been designated as the Swedish SIFI (Systematic Important Financial Institution), which is why there are additional requirements for their solvency and financial readiness. This reduces the risk for November First's Customers.

The Customer's risk in connection with possible bankruptcy of SEB relates to the moment when the Customer has transferred amounts to November First's account in SEB and SEB may go bankrupt. European capital markets rules ensure that all payments from November First are considered to be in transit and therefore must be settled before bankruptcy takes effect.

9.7 Customer risks after sending payment to final recipient

The rules for capital markets also ensure that payments made by November First initiate from/to SEB's partner banks on the execution of payment to the final beneficiary are considered in "transit", which means that payments must be executed before bankruptcy occurs.

As SIFI, SEB is required to continuously monitor its correspondent banks' "health" and thus routes payments based on this.

10. Customer’s liability

If the Customer has acted fraudulently, has failed to notify November First of irregular or improper use of the Platform, or has not fulfilled its obligations in connection with a transaction or as a consequence of these terms, November First is entitled to claim compensation from the Customer for any loss incurred by November First as a result.

The Customer is liable in relation to and for transactions carried out using the Customer's password, regardless of whether such use is unwarranted.

The Customer shall, in accordance with the procuration rules, be liable for any loss that November First may suffer as a result of receiving instructions from a person who (explicitly or tacitly) has the authorization on behalf of the Customer to give instructions to November First.

11. Measures

11.1 Monitoring and control

November First monitors all customer relationships on an ongoing basis in accordance with the Money Laundering Act, including changes in the Customer’s owner structure, transactional patterns etc.

November First also monitors all transactions one by one in relation to the beneficiary, which is screened against the official sanctions lists, such as the EU financial sanctions database and the Ministry of Foreign Affairs' list of sanctioned entities and/or countries as well as politically exposed persons (PEP). If a customer transfers any amount to beneficiaries registered on such lists, the transfer may be delayed, stopped, and the funds may be frozen.

If November First asserts circumstances that appear suspicious in relation to money laundering and/or terrorist financing, November First must and will immediately report the matter to the Public Prosecutor for Special Economic and International Crime, in accordance with Section 26 of the Danish Money Laundering Act.

11.2 Deactivation or blocking of the Customer’s November First account

In connection with the delivery of November First’s services, November First is entitled to take the measures which in its reasonable discretion, deems necessary and reasonable to ensure compliance with market rules and the law in general.

November First is entitled to permanently or temporarily, partially, or completely, block the Customer's access to the Platform. The cases in which November First is entitled to dispose in this way include, but is not limited to, where:

• November First considers that abnormal trades are taking place, or
• November First is not able to calculate prices for the relevant transaction because the relevant market information is not available or is outdated.

November First will, if possible, notify the Customer of the deactivation/block and the reasons for it, before the deactivation/block takes place or, if this is not possible, immediately after.

When the reasons for the block are no longer present, it is lifted, and the Customer will immediately have access to the Platform again.

11.3 Recording of conversations

To ensure documentation of agreed transactions and optimal service to the Customer, November First may record telephone conversations. Customers are informed separately on this.

11.4 Claims of US authorities

If the Customer transfers money abroad, information may be passed on to the US authorities. The global electronic messaging service for financial companies, SWIFT, has, among other things, been required to continuously disclose information if the US authorities  suspect  financing crime or terrorism under the US law.

12. November First's Liability

November First is liable for damages concerned with the late or incomplete delivery of obligations if due to negligence.

Even where stricter liability applies, November First is not liable for direct or indirect losses and consequential damages caused by:

• Breakdowns/failures in access to/or breakdown of IT systems, including loss or damage to data in these systems, or loss due to virus programs, other errors, mal functions, consequential loss, consequential damages, or security breaches attributable to the below events, whether it is November First or an external supplier or sub-supplier in charge of the operation of the
• Failure of power supply or telecommunications, legislative intervention or administrative acts, natural disasters, pandemics, epidemics, war, rebellion, civil unrest, sabotage, terror, or vandalism (including computer viruses and hacking).
• Strikes, lockouts, boycotts, or blockades, regardless of whether the conflict is directed at or initiated by November First or its organization and regardless of the cause of the conflict, even when the conflict only affects parts of November First.
• Other circumstances beyond November First's control and circumstances for which November First should not have considered and could not have avoided or overcome.
• November First cannot be held liable for damages in the event of abuse, or if it is necessary to block the Customer's access to the Platform.

However, November First is liable if:

• November First should have foreseen the circumstance that caused the loss when the agreement was concluded or should have avoided or overcome the cause of the loss.
• In any event, the legislation makes November First liable for the circumstances which is the cause of the loss.

13. Changes and termination of the customer relationship

13.1 Changes to the Terms and Conditions

November First is entitled to change the Terms and Conditions at any time without notice. If the Terms and Conditions change, the Customer will be notified of this either via the Platform and/or by e-mail.

13.2 Change in prices

November First may change prices without notice if changes are due to November First's market or earnings conditions, including:

• Cost developments in November First.
• A more appropriate use of November First's resources.

Changes are disclosed via the November Firsts trading platform and/or by sending e-mail.

November First is entitled to change subscription prices with one (1) months’ notice.

13.3 Termination

November First may terminate the customer relationship with one (1) months’ notice.

In the event of unauthorized or improper use of the Platform, or in the event of the Customer's breach of its obligations under these Terms and Conditions, November First may immediately, and without notice, terminate any agreement to the use of the Platform and other services provided by November First.

If November First's cooperation with SEB or sub-suppliers(s) ceases, and this does not immediately pass on to a new partner or sub-supplier, November First reserves the right to terminate the customer relationship automatically for a shorter period. If this is the case, the Customer will be contacted. 

The Customer may terminate the customer relationship under the conditions laid out in the applicable Price List,provided that there are no claims between the Customer and November First. The Customer may terminate in writing by email to: support@novemberfirst.com

14. Complaint, choice of law and jurisdiction

14.1 Complaints

If a dispute with November First is not resolved to the Customer's satisfaction, a complaint can be filed with complaints@novemberfirst.com. Inquiries can also be made to:

November First

Att.: CFO

Strandgade 98, 3^rd floor

1401 Copenhagen K

Complaints concerning November First's non-compliance with financial legislation may be referred to the Danish Financial Supervisory Authority (www.finanstilsynet.dk).

Complaints about November First's processing of personal data may be referred to the Danish Data Protection Agency (www.datatilsynet.dk).

14.2 Choice of law and jurisdiction

Any legal dispute with the Customer is settled under the Danish law and in the Danish courts.

14.3 Other provisions

If one or more parts of these Terms and Condition are found to be invalid, unlawful, or otherwise unenforceable, this part shall be interpreted in accordance with applicable laws to reflect the original intent of the parties as far as possible, and the other terms and other agreements will continue to apply in full. November First's failure to enforce any rights or provisions of this Agreement does not constitute a waiver of this or any other Terms or Conditions. November First is not responsible for non-fulfilment of obligations due to circumstances beyond November First's control. 

The Customer grants November First the right to take any action that November First deems reasonably necessary or appropriate to enforce and/or ensure compliance with all parts of these Terms and Conditions as well as all applicable laws.

15. Accountability - Customer relationship information

The Customer consents to November First processing the Customer's business/personal data when the Customer uses the services November First offers (see section 4.)

The information is used to make November First's services available to the Customer, perform these services, as well as ensure the security of November First's services, and comply with any applicable laws.

The information is processed in accordance with November First's Privacy Policy.

The Customer may withdraw his or hers consent at any time, but if the Customer does so, November First may not be able to offer the Customer the use of November First's services.

15.1 Collection and use of business/personal data

According to the Danish Money Laundering Act, November First is obliged to obtain certain information about the Customer. This applies to the name, and social security number of beneficial owners. Therefore, November First require a copy of your passport or drivers’ licence as documentation to fulfil the legal requirements.

In addition, Customer name, phone number and e-mail are obtained.

It is obligatory of the Customer to keep the company's data registered at the applicable Company registry (e.g. Danish Business Authority in Denmark) up to date.

November First does not disclose personal information unless required by law.

Companies/Persons registered with November First, always have the right to access data that is registered about the person, and request November First to delete them unless November First is required by applicable law to retain data for a given period of time.

15.2 Obtaining information on payments

In connection with payment services, November First collects information from payers, businesses, financial institutions, and others in order to make payments, comply with applicable laws and prepare payment statements, etc.

15.3 Disclosure of information

Information about the Customer relationship are disclosed only with Customer's written consent or digital acceptance, where November First is entitled or required to do so by law. The Customer agrees that November First, without liability to the Customer, reserves the right to disclose data and/or information to law enforcement authorities, governmental authorities and/or third parties if November First deems this reasonably necessary or appropriate to enforce and/or ensure compliance with all parts of these Terms and Conditions.

However, November First may, without the Customer's consent, process and disclose information when necessary:

• for the implementation or correction of a transaction,
• for law enforcement or to prevent abuse of the system,
• for November First's advice to a Customer for the appropriate use of the Platform, provided that the information specified relates solely to the types of transactions the Customer makes or;
• for November First's modification of the system so that it is safe, efficient, and timely, and where no information is processed on a single user level.

Information is transferred in the following situations:

• For transactions, November First discloses information about the sender to beneficiaries, business partners and corresponding banks in accordance with applicable laws.
• Return of transactional data to ERP systems or third-party applications developed with November First’s API that the Customer has selected for the Platform.
• Information is disclosed to public authorities where November First is required to do so, e.g., under the Tax Control Act.
• If the Customer violates its obligations to November First, reporting to credit information agencies and/or warning registers may be made in accordance with applicable rules.

15.4 Rights of access

Under the Personal Data Act, the customer has the right to know what information November First processes about the Customer. November First has the right to demand payment for written information.

If the Customer has consented to the disclosure of information, it may at any time, upon written request, verify the types of information that is disclosed, the purposes for which disclosure is made and who receives the information on the basis of the consent.

15.5 Data retention

November First is obliged to retain information obtained under the Money Laundering Act. This applies to information obtained about the Customer, as well as documentation of transactions. Information, documents and records must be kept for at least 5 years after the business relationship with the Customer ends. Personal data is deleted 5 years after the termination of the Customer relationship.

15.6 Rectification

If November First becomes aware that incorrect or misleading information about the Customer has been recorded, the information will be corrected or deleted immediately. If the information is disclosed to others, the recipients will be notified of the corrections.