Terms and conditions2018-07-10T13:58:14+00:00

Terms & Conditions for November First

These Terms and Conditions (hereinafter” Terms”) apply to all corporate customers resident in Denmark who have been approved by November First A/S (hereinafter ”November First”) in compliance with the company’s online on-boarding procedure which is consistent with the rules in the Danish Consolidating Act no. 651 of 8 June 2017 on Measures to Prevent Money Laundering and Financing of Terrorism (“Act on Anti-Money Laundering”).

The Terms are valid from 25. May 2018 and can also be found on www.novemberfirst.com

November Firsts Trading Platform (“the Trading Platform”) can only be used for business purposes. Before any corporate customer (hereinafter “the Customer”) can use the product, the Terms must be accepted by the Customer in connection with the establishment of the customer relationship with November First. A Customer relationship has been established when November First has approved the Customer.

When the Customer accepts the Terms, the Customer accepts that the provisions in the Consolidating Act no.  652 of 8 June 2017 on payments (“Act on Payments”) have been derogated in compliance with section 6, clause 3 in the Act.

Terms & Conditions for November First

These Terms and Conditions (hereinafter” Terms”) apply to all corporate customers resident in Denmark who have been approved by November First A/S (hereinafter ”November First”) in compliance with the company’s online on-boarding procedure which is consistent with the rules in the Danish Consolidating Act no. 651 of 8 June 2017 on Measures to Prevent Money Laundering and Financing of Terrorism (“Act on Anti-Money Laundering”).

The Terms are valid from 25. May 2018 and can also be found on www.novemberfirst.com

November Firsts Trading Platform (“the Trading Platform”) can only be used for business purposes. Before any corporate customer (hereinafter “the Customer”) can use the product, the Terms must be accepted by the Customer in connection with the establishment of the customer relationship with November First. A Customer relationship has been established when November First has approved the Customer.

When the Customer accepts the Terms, the Customer accepts that the provisions in the Consolidating Act no.  652 of 8 June 2017 on payments (“Act on Payments”) have been derogated in compliance with section 6, clause 3 in the Act.

Terms & Conditions for November First

These Terms and Conditions (hereinafter” Terms”) apply to all corporate customers resident in Denmark who have been approved by November First A/S (hereinafter ”November First”) in compliance with the company’s online on-boarding procedure which is consistent with the rules in the Danish Consolidating Act no. 651 of 8 June 2017 on Measures to Prevent Money Laundering and Financing of Terrorism (“Act on Anti-Money Laundering”).

The Terms are valid from 25. May 2018 and can also be found on www.novemberfirst.com

November Firsts Trading Platform (“the Trading Platform”) can only be used for business purposes. Before any corporate customer (hereinafter “the Customer”) can use the product, the Terms must be accepted by the Customer in connection with the establishment of the customer relationship with November First. A Customer relationship has been established when November First has approved the Customer.

When the Customer accepts the Terms, the Customer accepts that the provisions in the Consolidating Act no.  652 of 8 June 2017 on payments (“Act on Payments”) have been derogated in compliance with section 6, clause 3 in the Act.

1.Provider of the Service

Provider of the Trading Platform November First is:

November First A/S
Strandgade 98, 3. sal
CVR nr.: 37367605
FT-nummer hos Finanstilsynet: 22017

November First has a license to act as payment Institution in compliance with clause 9 in the Act on Payments and is governed by the Danish FSA.

2.Entering the contractual relationship

The Customer applies for becoming a Customer at November First via the company’s webpage www.novemberfirst.com. After the Customer has registered itself by

  • applicant’s country of residence
  • applicant’s registration number,
  • applicant’s full name,
  • applicant’s e-mail,
  • applicant’s phone no. and.

an email will be forwarded to the Customer with log-in details to the Customer Portal.

The Customer shall hereafter log on, identify and verify the real owners by uploading picture ID for each of them. The customer also must accept these Terms & Conditions by a person with authority to bind the company. In addition to this, the Customer shall state the purpose of the business connection and the expected business volume.

When the Customer has submitted the required information in connection with the application procedure, November First will decide upon whether the Customer meets the criteria of being approved as a user of The Trading Platform. November First will confirm the contractual relationship in writing via e-mail.

The Customer will be asked to appoint a user to act as the Customer’s administrator on The Trading Platform. The administrator will be responsible for administration of the Customer’s users on The Trading Platform, including but not limited to setting up new users and distribution of rights to these. It is the Customer’s responsibility that the administrator is entitled, and has the necessary power of attorney to act as administrator.

3.Service and product

3.1   What is November First?

The Trading Platform is an internet based payment service, which gives the Customer the opportunity to:

  • Perform a currency exchange in connection with a bank transfer in foreign currency
  • To pay invoices in foreign currency to both Danish and foreign payees.
  • That the exporting Customer can offer their importers to pay invoices in their local currency to an account created for November First at local banks in selected countries. November First then exchange amount paid into the account to the Customer’s Local Currency and transfers to bank account designated by Customer (Receivables).

Thus, November First offers exchange of currency and transfer of the exchanged amount. The exchange will be carried out either directly via selected accounting systems to which an interface has been built or via November First’s Trading Platform.

By exchanging directly in the accounting system, November First offers an exchange rate to the Customer based on the currency and size of the amount stated by the Customer. Should the Customer accept the exchange rate, a transaction will be conducted, and the necessary entries will be made directly via interface to the Customer’s accounting system.

Subsequently, the Customer transfers the agreed amount in DKK to an account directed by November First in a Danish financial institution or a Danish branch of an international financial institution. November First will then make the transfer in accordance with the Customer’s instructions.

In connection with Receivables, November First exchange the Amounts deposited to the Customer’s Preferred Currency at an Exchange Rate as described in the next section and transfers to the Customer’s designated bank account. It is the Customer’s responsibility to provide his business relations with the correct payment information, ensuring that the Customer’s business relationship can properly transfer payments to November First’s bank account. In addition to providing accurate account details, November First has no responsibility or influence on the process that ensures that the Customer’s business relationship can transfer the correct amount to the November First account.

November First cooperates with selected financial institutions, which make exchange rates available to November First; these are then offered to the Customer with November first’s margin added. The selected financial institutions make transfers on behalf of November First via the normal payment transfer systems to the end recipient. November First only cooperates with financial institutions holding necessary licenses and approvals from the authorities in their homeland.

November First may change and adjust the Trading Platform functions on an ongoing basis.

Further description of the product can be found on www.novemberfirst.com

3.2  Agreement on making bank transfers and payment transactions

All transactions with November First can only be carried out via The Trading Platform either directly via selected accounting systems, to which an interface has been built or via November First’s Customer Portal.

Any instruction, sent by the Customer via The Trading Platform is only considered as received and will only be considered valid and binding between November First and the Customer when such an instruction has been registered as completed and confirmed by November First towards the Customer via an electronic submission of a settlement/transaction note which will automatically be shown on the screen.

Receivables transactions are agreed upon by Customer Acceptance of these Business Connections and enter into force once the Customer has received confirmation from November First, which contains information about which account to be paid into (designated by November First) and which account is payable after exchange (designated by the Customer).

November First reserves its right to define an upper amount limit for open positions per customer. This is necessary due to November First risk management.

It cannot be ruled out that errors in the transaction prices given by November First may occur. In this case and without any prejudice to any other rights which November First is entitled to exercise according to Danish law, November First is not obliged by any agreement between November First and the Customer (whether it has been confirmed or not by November First) to a price which:

  1. November First towards the Customer may document to be evidently erroneous at the time of the transaction or
  2. was, or should have been, known by the Customer to be erroneous at the time of the transaction.

In the above described situations, November First reserves its right to, at the end of the first working day after the conclusion of the agreement at the latest, either to cancel the transaction or to correct the transaction price to the price which November First disclosed in connection with the transaction, alternatively to the historic market price.

3.3  Execution of money transfers and payment transactions

If the Customer wants to make a money transfer or a payment transaction, the Customer shall log on to the Trading Platform by entering the Customer number, username and personal password.

For payments of invoices or transfers in foreign currency, the Customer shall state the following information in the Trading Platform either via the accounting system or via the Trading Platform:

Select standard settlement instruction of a previously saved receiver of the payment or insert:

  • Bank account in the customers base currency
  • Trade date
  • Beneficiary’s name
  • Either an IBAN number or the end recipient’s account number in the recipient’s bank. November First is without any liability as to whether the IBAN number entered by the Customer belongs to the recipient stated by the Customer. If the Customer has entered both the IBAN number and the BIC code and should these not correspond to each other, the IBAN number precedes when November First determines to which bank the money shall be transferred.
  • BIC code of the recipient’s bank
  • Amount
  • Currency
  • Select to pay all fees on the transaction. If this is not selected, the shared method will be used, where the payer pays all fees in his bank and the beneficiary all fees in his bank.
  • Message to the beneficiary (optional)
  • Beneficiary’s address (only if IBAN number is not used – street, number, postal code, city, country.

The above information of the end recipient can be generated automatically in systems, which

The Trading Platform has integrated to via standard settlement instructions, if the end recipient has been set up in the Customer’s accounting system and the payment is conducted via this system.

When the Customer has sent the request for an exchange rates in a specific currency, November First collects a price for the currency in question at its cooperative partners. The Customer will hereafter receive the most favorable exchange rate which the Customer may choose to accept.

When the Customer has accepted the exchange, the Customer shall immediately transfer the agreed amount in the currency, requested to be exchanged, to a bank account directed by November First. November First will then make the exchange and conduct the transfer according to the Customer’s instructions.

When a transaction has been completed, the following information will automatically be generated in the Trading Platform and shown on the screen. This information is always to be found again under “Payment History”:

  • Amount and currency to beneficiary
  • Exchange rate
  • Amount in base currency
  • Fee
  • Message to the beneficiary
  • Beneficiary settlement details

3.3.2  Receivables

Using Receivables, the customer must inform his business associates that they must pay invoice amounts to an account owned by November First.

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

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

3.4  Completion time

Transactions are conducted according to the ordering date selected by the customer.

Transactions to foreign countries are made available to November First’s correspondent bank according to November First’s “cutoff” times, to be found on: www.novemberfirst.com. The recipient of the transaction will have the amount available according to the valid rules and customs in the country in which the recipient’s financial institution resides.

On transactions to or from any foreign countries, reservations are made to bank holidays in both the submitter and recipient country as well as to any local standards and customs on settlement and interest calculation in the respective currency markets.

3.5  Power of attorney

The Customer is obliged to inform November First via the Customer Portal of the persons granted a power of attorney by the Customer to give instructions to November First on behalf of the Customer. This information is provided by the Customer when establishing the customer relationship and limits for each person for trading in DKK can be defined at the same time. Should the Customer at any time want to revoke such a power of attorney, to change the extent of the power of attorney or to grant another person power of attorney to give instructions, this shall be notified to November First via the Customer Portal. November First is according to standard power of attorney practice entitled to receive instructions from any person authorized by the Customer and from any person who appears to have this power of attorney authorized by the Customer.

3.6  Information made available

In connection with a transaction, November First will make the following information available to the Customer:

  • Confirmation of the transaction with information as listed in item 3.3
  • Change of status of the payment upon reception of an agreed amount from the Customer
  • Notification that the conduct of the transaction has been completed by November First’s.

The Customer has free access to an updated overview of the Customer’s transactions in November First Customer Portal showing status on the individual transactions.

The Customer has at any time during the contractual relationship the right at the Customer’s request to receive these Terms on paper or on any other durable media.

3.7  The Customer’s control of transactions

The Customer is entitled to supervise concluded transactions on an ongoing basis by means of confirmations, transaction notes and/or November First’s overview of completed transactions in the Customer Portal. Should any unauthorized or erroneous entry occur from the overview, the Customer shall immediately and at the latest 1 month after the completion of the transaction complain to November First to remain the right to make any objection. A transaction made erroneously or unauthorized will be carried back if a complaint has been made in time.

3.8  The Customer’s other obligations

The Customer is obliged to keep all information updated via the Customer Portal, including address, management and owner structure, account numbers (including SWIFT and IBAN numbers) contact details, name of administrator and power of attorney conditions.

The Customer is obliged to keep access codes confidential and to ensure that these are kept in a safe and secure place, unavailable to all but the administrator and those with a power of attorney. The Customer shall furthermore ensure that any third party does not gain access to The Trading Platform via the Customer’s accounting system or the Customer Portal. The Customer is responsible for all submitted orders and for the accuracy of all information submitted via the Customer’s accounting system or the Customer Portal by use of the Customer’s name, access code and any other personal identification method used for identification of the Customer.

The Customer is unauthorized to let out, lease, relicensing or authorize copy of the whole or part of the software linked with The Trading Platform and www.novemberfirst.com. Furthermore, the Customer guarantees that all users accept that they shall not violate, make any reverse engineering, decompile, separate or in any other way convert the software to readable or machine-readable form, and the Customer also guarantees to refrain from any assisting others therein.

The Customer accepts not to use The Trading Platform for any illegal activities; as an example, to make any transactions in contravention to the Act on Anti-Money Laundering and Terror Financing, the Customer is also not allowed to transfer viruses or any other malignant codes to The Trading Platform or any services operated by November First. In addition to this, only the Customer, and the Customer alone is entitled to use its own log-in details.

The Customer is solely responsible for any activity occurring on the Customer’s log-in to The Trading Platform.

If the access code is entered wrongly three times, the access to The Trading Platform will automatically be blocked.

A new access code can be ordered by accessing app.novemberfirst.com.

4.Prices and fees

4.1  Exchange rates and margins

November First has made an agreement with different financial institutions which make exchange rates available to customers of November First on an ongoing basis. November First will in Denmark add a margin on the available exchange rates. November First will always offer the Customer the most advantageous exchange rate on the conduction of a transaction.

November First will always inform the Customer of the agreed exchange rate when entering into the agreement of a transaction.

4.2  Fees

In general, November First will impose a transaction fee on its part in the individual transactions. November First will always point this out to the Customer with an indication of the size of the fee when entering into the agreement of a transaction.

Often the costs are distributed so that the Customer pays the costs to November First and the recipient pays the costs to its bank. Further costs may occur if the transaction is transferred via several banks. November First can offer the possibility for the Customer to pay for any costs abroad which the recipient may acquire.

However, November First will charge a minor administration fee, should a transaction be rejected by a correspondence bank due to wrong settlement instructions by the Customer. The fee will be calculated on the time spent by November First to solve the problem based on a fixed hourly rate, appearing from November First’s price overview available in November First’s Customer Portal.

If the Customer does not deliver the agreed amount on the account agreed with November First
and at the agreed time, November First will revert the agreed transaction and the Customer will pay November Firsts any currency loss on the transaction and a fee, as shown in the November First price list available in November First’s trading portal.

4.3  Payment for services

In addition to what is included in a specific agreement, November First may charge for services carried out for the Customer. This also applies to inquiries into the Customer’s commitment from public authorities or other parties to which November First are obliged to respond.

The price is calculated as a percentage rate or based on November First’s standard hourly rates. A price overview of the valid hourly rates is available in November First’s Customer Portal.

4.4  Interest and commission

November First is not obliged to:

  • pay interest on any credit balance for the benefit of the Costumer or on any other amount which the Customer may have deposited on an account belonging to November First, or
  • settle any interest towards the Customer which has been received by November First in relation to such amounts or in connection with any agreement.

5.Communication

5.1  Electronic messages

According to these Terms, November First can communicate with the Customer in electronic format. All communication will take place via November First’s Customer Portal or via email, except information which according to law shall be sent by letter or in any other way.

5.2  Language

November First remains the right to communicate with its customers in Denmark in both Danish and English.

6.Accept of market risks, system errors etc.

6.1  Price fluctuations

The Customer acknowledges, accepts and understands that:

  1. when the Customer instructs November First to make a transaction, any profit or loss due to fluctuations in exchange rates etc. is solely at the risk and responsibility of the Customer, and
  2. the Customer guarantees that the Customer is willing and capable of financially and in any other way to undertake the risk on trade with speculated investments.

6.2  Delay

November First offers the Customer real time prices based on an offer obtained by November First’s cooperation partners. A price offered by November First may change before the order from the Customer has been received by November First due to delay in the transmission between the Customer and November First.

If November First, Customer offers automatic order execution, November First is entitled to change the price at which the Customer’s order is executed to the market price at the time the order was received.

6.3  Technical errors

November First does not undertake any responsibility for the Customer’s loss, expenses, costs which the Customer may have incurred due to errors in the system, transmitting errors or delays or similar technical errors, unless November First has shown willful negligence in connection with this.

November First is not liable for the Customer’s indirect losses occurred due to errors in the system, transmitting errors or delays or similar technical errors.

6.4  Use of correspondence banks

During a foreign transaction, November First’s correspondence bank is not necessarily the same as the recipient’s bank. In some cases, November First uses selected correspondence banks and international clearing systems to perform the transactions.

Whether the Customer, November First or its cooperation partner has selected the correspondence bank, November First is without any liability for the selected bank’s possible errors and its capital adequacy. The legislation, customs and business Terms applying to November First’s agreement with the foreign bank are also applying to the Customer.

7. The Customer’s liabilities to pay damages

Should the Customer have acted fraudulently, have omitted to inform November First of irregular or unauthorized use of The Trading Platform or should the Customer not have met its obligations in connection with a transaction, November First is entitled to require damages from the Customer for any loss which November First may have incurred as a result thereof.

The Customer is liable in damages towards November First in relation to and for the transactions which are conducted by using the Customer’s password, regardless of whether such use is unauthorized.

The Customer is liable in damages towards November First according to the standard power of attorney rules for any loss which November First may have incurred because of the instructions provided by a person, who has (explicitly or implicitly) a power of attorney on behalf of the Customer to give instructions to November First.

8.Measures

8.1  Monitoring and control

November First monitors all customer relationships on an ongoing basis according to the Anti-Money laundering and terror financing legislation. This could be any changes in the Customer’s management- and owner structure, the Customer’s transaction pattern etc. In addition to this, November First also monitors all transactions one by one in relation to the recipient of the transfer, who is controlled according to the official sanction lists, such as EU’s database of financial sanctions and the Ministry of Foreign Affairs’ list of sanctioned units and/or countries and political exposed persons. If the Customer transfers any amount to a recipient who is registered on such list, the transfer will be stopped and the amount will be frozen.

In a case where November First has noticed any conditions which appear to be of suspect nature in relation to money laundry and/or financing of terrorism, November First will immediately notify the relationship to the Public Prosecutor for Serious Economic and International Crime.

8.2  Blocking and shutdown

November First is entitled permanently or temporarily, partly or completely to block the Customer’s access to The Trading Platform. Those instances where November First is entitled to make such arrangements include instances where:

  • November First believes anomalous transactions have been conducted.
  • November First is not able to calculate and offer prices in relation to a relevant transaction, because relevant market information is not available or outdated.

November First informs the Customer of the blocking and the causes thereof before the blocking or if this is not possible immediately afterwards, unless this will harm the safety considerations.

When the causes to the blocking are no longer present, the blocking will be revoked and the Customer will immediately thereafter have access to The Trading Platform.

On the delivery of services, November First is furthermore entitled to take measures which November First considers necessary and reasonable to meet the market regulations and legislation.

8.3  Recording

To ensure documentation for agreed transactions and correct service of the Customer, November First may record telephone conversations.

8.4  Requirements from the American authorities

If the Customer transfers money to a foreign country, information can be forwarded to the American authorities. The global electronic information service for financial institutions, SWIFT, has been ordered to on an ongoing basis deliver information if the American authorities become suspect of any financing of crime or terrorism according to American legislation.

9.November First’s liability to pay damages

9.1     November First is liable to pay damages if the company due to negligent behavior or culpable negligence meets its agreed obligations too late or insufficiently.

9.2   Even in the areas where a stricter liability applies, November First is not liable for any direct or indirect loss or any consequential damage due to:

  • Break down in or lacking access to IT systems or damage of data in these systems, which may lead to the below mentioned events, regardless of whether November First itself or an external supplier oversees the operation.
  • Failure in electricity or telecommunication, statutory intervention or administrative acts, force majeure, war, civil disorder, sabotage, terror or vandalism (including computer viruses and hacking).
  • Strikes, lockout, boycott or blockage, regardless of whether the conflict is directed towards or initiated by November First or its organization and regardless of the cause of the conflict, this also applies to when the conflict only affects parts of November First.
  • Other circumstances beyond the control of November First.

November First’s exemption from liability does not apply:

  • If November First should have predicted the conditions which have caused the loss when the agreement was concluded or if November First should have prevented or overcome the cause for the loss.
  • If legislation under all circumstances make November First liable for the conditions which have caused the loss.

10.Changes and termination of the Customer relationship

10.1  Changes of the Terms

November First is at any time entitled to change the Terms without any notice. Should the Terms be changed, the Customer will be informed thereof either via the Customer Portal or via email.

10.2  Changes of price

November First can without any notice change the prices, if the change is due to changes in November First’s market or income conditions; this include the following:

  • The cost development in November First
  • A more proper use of November First’s resources.

Changes are notified via November First’s Customer Portal and/or via submission of emails to the Customer.

10.3  Termination

November First may terminate the Customer relationship with one month’ notice.

On any unauthorized use of The Trading Platform or if the Customer breaches its obligations according to these Terms, November First can immediately and without any notice terminate any agreement on use of The Trading Platform and any other services and products delivered by November First.

11.Complaints, governing law and jurisdiction

11.1  Сomplaint procedures

If a disagreement between November First and the Customer has not been solved to the Customer’s satisfaction, a complaint can be directed to complaints@novemberfirst.com. Inquiries can also be submitted to:

November First,
Att.: CFO
Strandgade 98,
1401 København K

Any complaints regarding November First’s breach of the financial legislation can be submitted to the Danish Financial Supervisory Authority, www.finanstilsynet.dk

Complaints regarding November First’s handling of personal data can be submitted to the Danish Data Protection Agency www.datatilsynet.dk

11.2  Governing law and jurisdiction

Any legal disputes between November First and the Customer will be ruled according to Danish law and the Danish law courts.

12.Information of the customer relationship

12.1  Collection and use of personal data

November First is according to the Anti Money Laundering Act obliged to obtain certain information about the Customer. This applies to the name and cpr number of ultimate owners. Therefore, we ask for a copy of passport or driving license as documentation. In addition, we will collect name, phone number and e-mail for contact persons with the customers.

November First does not disclose personal information unless necessary for law enforcement purposes. People registered in November First always have the right to insight into which data is registered on the person as well as request November First to delete these unless November First according to applicable law need to keep data for a given period

12.2 Obtaining information on payments

In connection with payment services, November First collects information from amongst other depositors, corporates, financial institutions to perform payments, comply with applicable legislation and prepare s of overview of payment, etc.

12.3 Disclosure of information

Information on the customer relationship will only be disclosed with the Customer’s written consent or in cases where November First is entitled or obliged to disclosure according to the legislation.

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

  • For conducting or correcting a transaction,
  • for law enforcement to prevent abuse of the system,
  • in connection with November First’s counselling to a payments recipient of proper use of The Trading Platform, provided that the information which is to be disclosed only concerns what types of transactions the Customer is conducting or
  • for November First’s adjustment of the system in such a way that this is safe, efficient and up-to-date and that no information on individual user level is disclosed.

Information will be disclosed as follows:

  • In connection with transactions, November First discloses information on sender to the payment recipient, cooperation partners and correspondent banks in accordance with governing legislation.
  • Information is disclosed to public authorities towards whom November First is obliged to do so; for an example in connection with the Tax Control Act.
  • If the Customer violates its obligations towards November First, November First may report of this to credit rating agencies and/or blacklist agencies according to governing legislation.

12.3  Knowledge

The Customer is according to the Danish Personal Data Processing Act entitled to know which information on the Customer November First handles. November First is entitled to require payment for any written information.

If the Customer has given consent to disclosure of information, the Customer is at any time, after a written request, entitled to know the type of information which has been disclosed, for what purpose and the recipient of the information based on the consent.

12.4  Errors in November First’s information

If November First becomes aware of any wrong of misguiding registered information on the Customer, this will be corrected or deleted. Should the information have been disclosed to any third party, the recipient of the information will be notified of the corrections.