Terms and Conditions
1. About MoneyMoov API and the MoneyMoov Technology Platform
This document sets out the terms and conditions (the “Terms”) that apply to Your use of MoneyMoov API (“the API”) and the MoneyMoov Technology Platform (“the Platform”). Payment services available on the Platform are described in detail on NoFrixion’s website (nofrixion.com) and include payment accounts (current accounts), payment initiation services (pay by bank services) and payment links (customised payment links), with single or partial payment options. These Terms along with our Commercial Terms and Data Processing Agreement govern Your use of the API and access to the Platform and forms a legal agreement between:
You, the company contracted to use the API and, in whose name, NoFrixion provides access to the Platform (“You, Your and the Customer”); and
Us, NoFrixion Limited, the operator of the API and the Platform (“NoFrixion”, “We” and “us”).
References to NoFrixion and you together are to be construed as the “parties”.
These Terms, the Commercial Terms and the Data Processing Agreement together constitute the “Agreement”. Capitalised terms used in these Terms shall have the meaning assigned to such terms in Schedule One – Definitions and Interpretation.
In the event of any conflict of interpretation arising between anything contained in these Terms, the Commercial Terms, and the Data Processing Agreement the order of priority for interpretation is as follows:
The Commercial Terms
These Terms; and
The Data Processing Agreement.
By using the API and the Platform, you agree to be bound by these Terms and acknowledge that you do so at Your own risk. You may not use the API and the Platform if you do not agree to these Terms. You may contact us at any time for a copy of these Terms. If you do not understand any of these Terms, please contact us prior to registering for the Platform.
NoFrixion Limited is incorporated and licensed in Ireland with company number 675705 and whose registered office is at 8 Harcourt Street, Dublin 2, Ireland. NoFrixion Limited is registered with the Central Bank of Ireland. NoFrixion’s Central Bank of Ireland’s registration code is C458163.
2. Registering for the API
2.1. Prior to using the API, you must register with NoFrixion to access the tokens, credentials and API permissions and the Platform.
2.2. Your rights and obligations in relation to Your use of the API and the Platform are set out in these Terms.
2.3. By proceeding to register with NoFrixion and to access the API and the Platform, you acknowledge that the Irish Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held within the Platform through the API.
2.4. Upon registration you are subject to our Data Processing Agreement, Commercial terms, and the Terms herein. You may not develop any integrations or associated services that are in contravention to these Terms or to the terms of the Data Processing Agreement or Commercial Terms.
2.5. Only registered businesses located in the European Union may use the API and Platform.
2.6. To register with NoFrixion, you or the Customer Representative submitting the application for registration on Your behalf must provide NoFrixion with Your business or trade name, registered address, email, phone number, company number, URL, the nature of Your business or business activities, Your beneficial owners, principals, authorised signatories and such other information as may be requested from you by us.
2.7. NoFrixion may also require you or the Customer Representative to provide personal information, including but not limited to, names, birthdates and government issued identification numbers. NoFrixion may require additional information from you to demonstrate the authority of the Customer Representative. NoFrixion will comply with applicable law in making any such requests.
2.8. Upon confirmation of acceptance of Your application for registration, you will be provided with a User ID and You will be required to provide a password. These credentials will be required thereafter to login to the Platform. Your login to the Platform will be subject to additional authentication factors.
2.9. You confirm that the Customer Representative, is authorised to provide all information required by NoFrixion and confirm that the Customer Representative has full power and authority to bind you to these Terms.
2.10. All submitted information will be subject to the approval of NoFrixion. Until such time as the information is approved, You will be unable to use the API or access the Platform. Approval is at the sole discretion of NoFrixion. NoFrixion may at its sole discretion refuse Your application or Your use of the API or access to the Platform. NoFrixion is under no obligation to provide any reasons for a refusal.
2.11. Without the express written consent of NoFrixion, the Customer Representative may not register or attempt to register on behalf of a Customer or business previously terminated from the Platform.
2.11. At any time during Your use of the Platform, NoFrixion may require, at its discretion, additional information from You or the Customer Representative to verify beneficial ownership or control of Your business, or to validate information provided by you, or to verify the Customer Representative’s identity and/or of the Authorised User’s identity, the financial condition and verification of risk associated with Your business. This information may include but is not limited to business invoices, copies of government issued identification and business licences.
2.12. You grant NoFrixion authority to retrieve information concerning Your business from our third-party providers and You confirm that you authorise our third-party providers to compile and provide such information to NoFrixion. You acknowledge that this may include personal data. You acknowledge that NoFrixion may use information provided by You to verify information provided about You and that any information collected by NoFrixion may affect our overall risk assessment of Your business. You accept NoFrixion has absolute discretion to suspend or terminate Your continued use of the Platform where it has concerns about compliance with legal or regulatory obligations.
2.14. NoFrixion may periodically update these Terms whether as a consequence of regulatory changes, as part of revised underwriting criteria or in response to revised risk analysis procedures or otherwise. Any updated version of these Terms shall thereafter apply to Your use of the Platform and API.
3. Access to the Platform
3.1. These Terms are binding on You. Whilst You may authorise different categories of representatives to carry out activities within the API and Platform on Your behalf (the “Authorised Persons”) ultimate responsibility for Your use of the Platform and the API rests with You.
3.2. All Authorised Persons must be over the age of eighteen (18). Authorised Persons can be comprised of the following:
(a) The Customer Representative: This is a person who is authorised by You to enter into these Terms on Your behalf. This person has full access to the Platform. They may add Authorised User’s and place limits on the payments made through the use of the API. They are unable to appoint another Customer Representative. A Customer Representative must be over 18 years of age.
(b) Authorised User: This is anyone authorised by You through the Customer Representative to use the API to make payments on Your behalf and to access the Platform. An Authorised User must be over 18 years of age. Only the Customer Representative may appoint new Authorised Users. An Authorised User may include developers employed by you to access the API.
3.3. You are required to notify NoFrixion of the Customer Representative.
3.4. Each Authorised User may only access and use the API and the Platform in accordance with the Terms set out herein.
3.5. You shall ensure Your Authorised User(s) take reasonable care in their access to the Platform and to ensure their credentials and login details are kept confidential.
3.6. NoFrixion shall deem an instruction given by Your Customer Representative as an instruction given by You.
3.7. You are required to notify us of any revocation of Your Customer Representative or an Authorised User’s right to access to the API or the Platform.
3.8. You are responsible for transactions made or fees incurred through the use of the API by the Customer Representative and by each Authorised User.
4. API
4.1. The API accessible through the Platform is a Rest API.
4.2. The API is accessed through a token. You shall generate the token directly from the Platform. NoFrixion shall not send any API tokens directly to you.
4.3. The reference and objects for the API are available at https://docs.nofrixion.com/reference/using-the-api-reference-1.
4.4. Your API calls are authenticated through the use of JWT tokens.
4.5. NoFrixion makes available two formats of tokens:
a) Short user tokens of 40 minutes duration.
b) Non-expiring merchant tokens.
4.6. In providing the API, NoFrixion does not rely on existing web protocols and has not invented any new protocols accessible through Your use of the API and the Platform.
4.7. The API and Platform operates independently and does not require Your application.
4.8. In the event NoFrixion does provide applications, they are for the purpose of specific NoFrixion product initiatives and shall utilise the API and the Platform in the same format as Your applications.
4.9. The operations that you may perform through Your use of the API and the Platform are limited by the API endpoints made available by NoFrixion. Should you encounter issues with these limited API endpoints, please contact NoFrixion.
4.10. The use of the API and the Platform will require integration by You into Your systems.
4.11. You agree not to and shall not permit any third party to use the API or the Platform in any way that is contrary to applicable laws, regulations, or these Terms.
4.12. The API and the Platform may only be used for legitimate purposes and legitimate business transactions. All transactions conducted through Your use of the API are Your responsibility.
4.13. NoFrixion are not responsible for any products, donations, or services that you publicise or sell to Your End Users whether through Your use of the API or otherwise.
4.14. In the event any transaction is erroneous or suspicious, you are responsible to review the transaction and, if necessary, contact Your End User’s prior to fulfilling or completing the transaction.
4.15. Unless otherwise required by the PSD2 Regulations, You are responsible for all losses incurred from erroneous or fraudulent transactions through Your use of the API and the Platform.
5. Changes to the Platform
5.1. All information provided by You to NoFrixion must be current and up-to-date. Should changes occur to this information affecting Your business activities, representatives, beneficial owners, principals, or authorised representatives, You must immediately update NoFrixion and provide us with the updated information. Failure to do so will result in suspension or termination of Your use of the API and Your access to the Platform.
5.2. You agree to notify NoFrixion in writing immediately and in any event no more than three (3) days after the occurrence any of the following events:
a) You are the subject of any voluntary or involuntary bankruptcy or insolvency application, resolution, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”);
b) You are unable to pay a debt within 21 days of receipt of written demand or there is a material adverse change in Your financial position;
c) there is a planned or anticipated liquidation or a material change in the nature of Your business;
d) You transfer, sell or otherwise dispose of 25% or more of Your material assets, or there is any change in the control or ownership of Your entity, Your business or in any controlling or parent entity;
e) there is a change in the regulatory status of Your business, or Your business has been notified that it is the subject of an investigation or enforcement action by a regulator or by law enforcement in any jurisdiction;
f) You are struck off the register of companies or any action occurs which could result in strike off arising, or anything analogous occurs, in any jurisdiction; or
g) You are the subject of a judgment of any court of competent jurisdiction, You receive or are served with any summons, writ or warrant of attachment or execution, lien, or levy against 25% or more of Your total assets.
6. Your rights of use of the API and the Platform
6.1. You may use the API and the Platform solely in accordance with the Terms set out herein.
6.2. You may not subcontract, transfer or assign use of the API or the Platform to any party without the prior written consent of NoFrixion. In the event that you subcontract Your use of the API with the consent of NoFrixion, you shall procure that any third-party subcontractor is limited to passing through User Data only. The subcontractor shall have no further rights under these Terms.
6.3. NoFrixion may assign or subcontract any of its rights and obligations under this Agreement freely and without prior notice to you.
6.4. If you are uncertain as to these restrictions or have questions in relation to the application of these restrictions to Your use of the API and the Platform, please contact NoFrixion.
6.5. Login to the Platform is required to be conducted through HTTPS and through two factor authentication. You will need your login details and to satisfy two factor authentication in order to access the Platform to initiate or execute a payment order.
7. Fees and Fines
7.1. The Fees for Your use of the API and the Platform are set out in the Commercial Terms. These Fees are exclusive of any applicable taxes and include charges for any transactions made through Your use of the API and Platform.
7.2. NoFrixion shall invoice you for Your use of the API and Platform in accordance with the Commercial Terms.
7.3. Fees may be revised at any time at the discretion of NoFrixion and remain exclusive of Taxes. NoFrixion will provide you with thirty (30) days (or a longer notice period if required by applicable law) advance notice prior to Fee revisions becoming applicable to the Platform or use of the API.
7.4. Any penalties or fines imposed in relation to Your use of the Platform or the API remain shall be Your responsibility.
7.5. Any taxes, fees or other charges imposed by any governmental authority including any value added tax (VAT), goods or services tax, sales tax, any applicable indirect and transaction taxes in relation to Your use of the Platform or of the API are Your responsibility.
7.6. You retain sole liability and responsibility for:
a) determining applicable taxes in respect of Your products, services, acceptance of donations or any payments received by You through Your use of the API and the Platform.
b) assessing, collecting, reporting, and remitting taxes in respect of Your use of the API and the Platform to the appropriate tax authorities.
7.7. In the event NoFrixion are required to withhold any taxes or are unable to validate any tax related identification information you provide NoFrixion may deduct such amounts and, if it deems it necessary, pay such amounts to the relevant tax authority.
7.8. NoFrixion may request from time-to-time information in relation to Your compliance with all applicable regulatory and tax obligations, should this occur, you must provide all requested information.
7.9. From time to time, NoFrixion may be required by applicable law to send documents (and file returns) relating to You with or to the Regulator and the relevant tax authorities in relation to transactions processed through the use of the API. You confirm that you understand and agree to this.
8. Regulatory Transaction Provisions
8.1. From time to time, NoFrixion may be required by applicable law to send documents (and file returns) relating to You with or to the Regulator and the relevant tax authorities in relation to transactions processed through the use of the API. You confirm that you understand and agree to this.
8.2. Your maximum liability for an unauthorised transaction is fifty euros (€50) in the case of theft or misuse of a payment instrument. If You weren’t aware of this theft or misuse of funds, You are not responsible unless You acted fraudulently or the loss was caused by a NoFrixion employee or outsourced entity.
8.3. If You act fraudulently, with gross negligence or You do not adhere to these Terms You are responsible for financial loss connected with an unauthorised transaction.
8.4. You can notify Us about a lost, stolen or misappropriated payment instrument or about an unauthorised transaction by contacting us at support@nofrixion.com.
8.5. You are only entitled to rectification of an unauthorised transaction from NoFrixion where You notify NoFrixion of the transaction being unauthorised as soon as possible and no later than 13 months after the debit date. This will not apply if NoFrixion has not made the PSD2 Regulations information available to you as set out in these Terms.
8.6. If You are using a TPP and it becomes involved in an unauthorised or incorrectly executed transaction, You can get a refund from NoFrixion by the end of the Business Day once You let NoFrixion know that the transaction was unauthorised or incorrectly executed.
8.7. The liability of NoFrixion for the initiation or execution of transactions is:
a) NoFrixion must refund an unauthorised transaction to You once NoFrixion are notified of the unauthorised transaction, but this does not apply where NoFrixion reasonably believes fraud has taken place and has communicated this to the relevant national authorities.
b) NoFrixion will revert the Payment Account to its state before the unauthorised transaction took place and shall ensure that the credit value date is not later than the date the amount was debited. This will also apply where transactions are not executed, transmitted late or are defective. NoFrixion is also required to execute the transaction in the timeframes agreed between you and NoFrixion in these Terms.
c) These clauses do not affect Your rights to obtain compensation in other manners including damages.
8.8. NoFrixion is liable to You for the correct execution of transactions unless NoFrixion can provide you with proof that it was carried out correctly. In this case the person receiving the payment shall need to revert to their payment service provider and NoFrixion shall not be liable.
8.9. If a transaction is not executed or is defective, NoFrixion will without charge investigate and trace the transaction. NoFrixion will also execute the transaction in the timeframes agreed between you and NoFrixion in these Terms.
8.10 Where You are receiving a transaction, NoFrixion will:
a) Value date the amount of Your account no later than the relevant date of had the transaction been correctly executed.
b) If the transaction is not executed or defective and You are meant to be receiving the payment, NoFrixion will investigate for You free of charge and will notify you of the outcome.
c) NoFrixion is liable for charges and interest if the transaction is not executed or defective.
d) The burden is on NoFrixion to prove the transaction and that it was authenticated, recorded and not affected by a technical breakdown, non-execution, defective or subject to late execution.
8.11. The conditions for a refund are:
a) NoFrixion will make a full refund to You when You are making a transaction that was already made when (1) the transaction authorisation did not specify the exact amount of the transaction when it was authorised, and (2) the transaction amount was more than reasonably expected in previous transactions, these Terms or other applicable circumstances. The credit value date for these refunds must be no later than the date the amount was debited.
b) You bear the burden of proof on clause 8.11(a) and You cannot rely on reasons relating to exchange rates if you have already agreed the exchange rates with NoFrixion.
c) You agree that You have no right to obtain a refund where You have consented for NoFrixion to execute the transaction and where You provided NoFrixion with information on the transaction in the agreed manner more than 4 weeks before the date of the transaction.
8.12. Refund requests are subject to the following:
a) You are required to request a refund in accordance with the above within 8 weeks from when the funds were debited.
b) Within 10 days of NoFrixion receiving this refund request from You, NoFrixion are required to either refund You the full amount of the transaction or provide You with a reason for refusing the refund. NoFrixion is also required to provide you with information on the relevant regulatory or statutory bodies if You do not accept NoFrixion’s reasons for refusing the refund.
c) These reasons for refusing a refund do not apply where You have a right to a refund as above 8.12 (b).
8.13. Any changes to these Terms must be proposed by NoFrixion no later than 2 months before the proposed effective date of the changes. Should You fail to respond to these changes, NoFrixion will deem these changes to have been accepted. Should You reject these changes, You have the right to terminate these Terms without any fee penalty and at any time prior to the date when the changes were to take effect. All Fees accrued by You up to the effective date of such termination remain due and owing to NoFrixion.
9. Payments
9.1. NoFrixion provide a dedicated payment requests API endpoint to coordinate card payments, bank payments and Bitcoin lightning payments through the Platform.
9.2. Payments must be made in the currency agreed between You and NoFrixion in the Commercial Terms.
9.3. This API endpoint may also be used to facilitate refunds.
9.4. Payments made by bank transfer may be facilitated through a standard electronic funds transfer.
9.5. You may establish beneficiaries and payouts which may result in Your End User’s payment details being recorded in NoFrixion’s database. It is Your obligation to ensure you have in place all necessary consents from Your End User’s to facilitate the use of all data pursuant to these Terms.
9.6. In the event you are using the API for payroll purposes, then Your employee’s payment details may be recorded in NoFrixion’s database. It is Your obligation to ensure you have in place all necessary consents from Your employees to facilitate the use of all data pursuant to these Terms.
10. Regulatory Payment Requirements
10.1. For the purposes of this section 10, these provisions may apply to you in the event that payment transactions are made through the use of the API and the Platform.
10.2. Through the use of the API, You may only authorise a payment transaction when You have given consent to do so. This consent may be given prior to the transaction or after the transaction and you agree with NoFrixion that it may be given after the transaction. The form of the consent needs to be agreed between You and NoFrixion. The person or entity whom you are paying may also give consent for the transaction or you may use a TPP for this. You can withdraw the consent until the point the transaction cannot be revoked. You must agree on this withdrawal of consent with NoFrixion.
10.3. You cannot withdraw your consent where after the person You are paying has given consent or where you have allowed the TPP to proceed with the transaction. If You are using a direct debit format, you can revoke the transaction by the end of the same Business Day. You will need to do this before the funds have been debited. This is without prejudice to a right to a refund.
10.4. You can only revoke a transaction when agreed upon with NoFrixion. NoFrixion reserves the right to charge for this revocation.
10.5. The time at which NoFrixion receives a payment order is deemed to be the time of its receipt. If it is not on a Business Day or after hours on a Business Day, then it shall be considered received the next business day.
10.6. NoFrixion cannot debit Your Payment Account without the transaction order. If you agree with NoFrixion that the transaction is to be carried out at a certain day or time, the time of receipt by NoFrixion is the agreed day. If this is not a Business Day, then it will be the next Business Day.
10.7. The maximum time for the execution of payment services is 1 Business Day. The maximum spending limits for any such payment are one million euros (€1,000,000).
10.8. All transactions must record all charges, reductions and changes before the transaction is made and shall include a breakdown of charges where applicable. These charges, reductions and changes may only be paid if the person paying is informed before the transaction is initiated.
11. Support
11.1. NoFrixion will provide you with Platform support to resolve general issues in relation to Your use of the API. Our customer service team are available on email and an optional Slack channel support, available on Monday to Friday from 9am to 5pm.
11.2. In NoFrixion’s sole discretion and without liability to you and without prior notice to you, NoFrixion may add, or modify the API Tokens at any time.
11.3. NoFrixion is not responsible for providing any support to Your End User’s, unless otherwise agreed in a separate agreement.
11.4. You are solely responsible for providing support to any of Your End User’s transactions made through Your use of the API and the Platform including but not limited to transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to Your products, services and business.
11.5. At our sole discretion, NoFrixion may impose additional eligibility requirements or restrictions for access to the API and the Platform.
12. Compliance
12.1. Your use of the API and the Platform must be in accordance with all applicable laws, rules, and regulations.
12.2. NoFrixion may apply restrictions to the Platform and the API in accordance with NoFrixion’s internal policies and procedures relating to anti-money laundering, sanctions compliance and anti-fraud compliance.
12.3. You may not use the API to enable any person (including you, Your authorised user and Customer Representative) to benefit any Sanctioned Person, sanctioned country, organisation, or government identified on the Sanctions list by the United States Office of Foreign Asset Control (OFAC), the European Commission, the UN, the BASEL Index or Ireland. This list may be updated at any time.
12.4. You may not use the API to facilitate illegal transactions or to carrying on activities which NoFrixion deem to be Prohibited Business.
12.5. Should NoFrixion agree to your registration on the Platform, NoFrixion may, in its sole discretion, restrict the API and services available to you if providing those services is a risk to NoFrixion.
12.6. The API and the Platform are not permitted for personal, family or household use.
12.7. Without NoFrixion’s explicit permission You may not allow others to :
(a) access or attempt to access the API, the Platform or NoFrixion’s systems, programs, data, or services;
(b) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the API, the Platform, documentation, or the NoFrixion website except as expressly permitted under applicable laws;
(c) act as service bureau or pass through agent for the API or the Platform with no added value to Consumers;
(d) transfer any rights granted to you under this Agreement;
(e) work around any of the technical limitations of the API or enable functionality that is disabled or prohibited;
(f) reverse engineer or attempt to reverse engineer the API except as expressly permitted by laws;
(g) perform or attempt to perform any actions that would interfere with the normal operation of the API or affect use of the API by our other users; or
(h) impose an unreasonable or disproportionately large load on the Platform.
12.8. NoFrixion in its sole discretion may refuse, condition, or suspend any transactions made through the API that NoFrixion believe may violate the Terms or are unauthorised, fraudulent or illegal; or expose you, the Platform or NoFrixion to risk.
12.9. In the event NoFrixion suspects or becomes aware that you are using or have used the API for unauthorised, fraudulent or illegal purposes, NoFrixion may share information related to these activities with the appropriate financial institution, regulatory authorities or law enforcement agency in accordance with NoFrixion’s legal obligations. This information may include but is not limited to information about you, Your Authorised User, Customer Representative, Your use of the API, the Platform, Your End User’s and any transactions made through Your use of the API.
12.10. You are solely responsible for Your use of the Platform, Your systems, Your product, and all data or content that you use with the API.
12.11. You must access only the minimum data fields required for Your systems or product to function, as permitted by us.
12.12. You must ensure that any User Data is collected, processed, transmitted, maintained, and used in accordance with the Terms set out herein and all applicable laws.
12.13. You are responsible for securing Your security keys and tokens. You may not publish or share Your security keys or tokens with any unauthorised persons. Failure to secure Your security keys or tokens will increase the likelihood of fraud in relation to Your use of the API and may cause potential losses to you.
12.14. You must contact NoFrixion immediately should you become aware of any unauthorised use of Your security key, tokens, or any other breach of security regarding the API and the Platform.
12.15. You must use reasonable measures to protect the privacy and security of data including the following:
a) ensure that any NoFrixion data held in Your system is securely stored;
b) in the event of any security breaches which has the potential to expose NoFrixion information, you are required to contact NoFrixion immediately;
c) ensure appropriate access control mechanisms for Your staff and that you have appropriate internal policies in relation to the use of data;
d) ensure you do not use shared hosts; and
e) adhere to and publish a privacy policy which can be accessed from Your website.
12.16. You agree not to use the API, the Platform or allow others to use it to:
a) Release any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature onto the API and the Platform;
b) defame, abuse, harass, stalk, threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements using the API;
c) create multiple versions of Your integration with the API;
d) copy, reformat, reverse-engineer, or otherwise modify the API, the Platform, access credentials, or the NoFrixion website or content;
e) download, scrape, post or transmit (in any form or means) any part of the NoFrixion website or content;
f) sublicense the API for use by any third party;
g) use User Data to assist with any unsolicited marketing communication to any person;
h) resell any User Data;
i) transfer any User Data, in the form provided through the API and the Platform, to any third party;
j) permit any third party to use any User Data, for any purpose not directly related to Your advertised service offering, including but not limited to the on-sale of transactional bank feed data or any revenue generating product or services;
k) create an API or similar function designed to help you enhance Your websites, Your products and/or Your systems that functions substantially the same as the API and offer such API for use by third parties;
l) access the API for competitive purposes (including to connect to a competitive product or to create Your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the API; or
m) transfer any rights granted to you under these Terms.
13. Representations and Warranties
13.1. You represent and warrant that:
a) you have the full power and authority to enter into and perform these Terms;
b) you are eligible to register for the Platform and have the authority to execute and perform the obligations required under these Terms;
c) you have the technical knowledge to use the API;
d) any information you provide us about Your business, products, or services is accurate and complete;
e) Your use of the Platform and the API will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws, rules, regulations or orders;
f) you will not use the API, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the API.
g) you will comply with all applicable laws relating to Your business, the Platform and use of the API;
h) you will fulfil all of Your obligations to Your End User’s and will resolve all Disputes with them;
i) Your use of the API shall not violate any applicable laws in relation to data privacy, data transfer, international communications and the export of technical or personal data; and
j) all information you provide to NoFrixion is true, accurate, and complete.
14. Indemnity
14.1. You will indemnify, defend, and hold harmless in full NoFrixion and its respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from:
a) Your use (including the use by Your End User’s) of the API and Platform;
b) negligent use or wilful misconduct of Your employees, contractors, or agents whilst using the API and/or the Platform;
c) any fees, fines, disputes, refunds, reversals, returns, or any other liability incurred by NoFrixion that results from Your use of the API;
d) contractual or other relationships between you and Your End User’s;
e) Your integration of the API into Your systems and Your relationships or interactions with any users or third party distributors through Your integration; or
f) Your breach or alleged breach of these Terms.
15. Legal Process
15.1. NoFrixion is not responsible to You for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a legal process in relation to Your use of the API or the Platform.
16. Liability
16.1. NoFrixion shall not in any circumstances have any liability to You or to Your End User’s for any losses or damages which may be suffered by You or Your End User’s, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
a) damage for loss of use of the API or the Platform;
b) loss of data;
c) failure of security mechanisms;
d) any unauthorised access of servers, infrastructure, or Data used in connection with the API or the Platform;
e) any bugs, viruses, or other harmful code that may be transmitted to or through the API or the Platform;
f) any errors, inaccuracies, omissions, or losses in or to any Data provided to us;
g) Your access or use of the API or the Platform inconsistent with these Terms;
h) interruption of business;
i) loss of profits;
j) loss of anticipated savings;
k) loss of business opportunity;
l) loss of goodwill;
m) loss or corruption of data;
n) wasted expenditure; and
o) any indirect, consequential, special, exemplary, punitive or other liability related to NoFrixion’s materials.
16.2. Without limitation to any other obligation owed by you under these Terms, You are responsible for all acts and omissions of Your employees, contractors, and agents and of End User’s in relation to Your use of the API and the Platform.
16.3. Under no circumstances shall either party be liable to the other for the following:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of or damage to goodwill; and
f) indirect or consequential loss.
16.4. In any event NoFrixion’s maximum aggregate liability under these Terms will be limited to the amount paid to NoFrixion for use of the API and the Platform in the twelve (12) months preceding the incident giving rise to a claim.
16.5. NoFrixion shall not be liable to You for any loss or damage suffered by You as a result of any act or omission of Your End User’s, Authorised User or Customer Representative’s use or inability to use the API or the Platform.
16.6. Nothing in these Terms shall limit either party’s liability which cannot be legally limited including liability for:
a) Death or personal injury whether committed by either party or their employees, agents, or subcontractors; and
b) Fraud or fraudulent misrepresentation.
17. Disclaimer
17.1. The API and the Platform is provided “as is”.
17.2. NoFrixion makes no representation, warranty or guarantee related to reliability, accuracy, or completeness of the API or the Platform.
18. Intellectual Property
18.1. You acknowledge and agree that NoFrixion may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive to Your business. Nothing in these Terms will be construed as restricting or preventing NoFrixion from doing so.
18.2. You agree not to assert or assist any patent claims against NoFrixion, its users, assignees, or developers where such patent claim relates to the integration, combination or interface of any applications, products or services within the API or the Platform or NoFrixion’s other products or services.
18.3. NoFrixion has ownership of all rights, title, and interest, including all intellectual property rights in the API, the Platform, all related technology, website, content, and any modifications or derivative works.
18.4. NoFrixion does not grant you any right, title, or interest in the API or the Platform.
18.5. You may be invited to submit feedback about improvements to the API and the Platform. Any submission is voluntary and delivered without restrictions on our incorporation of this feedback. You agree that we may use any submitted feedback without any attribution or compensation to you.
18.6. During Your use of the API, you hereby grant to NoFrixion a paid-up, royalty- free, non-exclusive, worldwide, irrevocable right and license to use, perform and display its uses and its content for our internal testing purposes, including security testing.
19. Confidentiality
19.1. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations in connection with these Terms;
b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 19.
c) A party may disclose the other party's Confidential Information to those of its representatives who need to know such Confidential Information, provided that:
d) it informs such representatives of the confidential nature of the Confidential Information before disclosure; and
e) it procures that its representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause 19 as if they were a party to this agreement,
f) and at all times, it is liable for the failure of any representatives to comply with the obligations set out in this clause 19.
19.2. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority including, without limitation, any relevant securities exchanges or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
19.3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause 19 are granted to the other party, or to be implied from this agreement.
19.4. On termination these Terms and use of the Platform and the API, each party shall:
a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
c) certify in writing to the other party that it has complied with the requirements of this clause 19, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause 19 shall continue to apply to any such documents and materials retained by a recipient party.
19.5. Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.
19.6. The provisions of this clause 19 shall continue to apply after termination of these Terms for a period of [6] years from termination.
20. Termination
20.1. These Terms are binding upon You from the date you are permitted to register on the Platform and continue until terminated by You or NoFrixion.
20.2. You may terminate these Terms with 1 month’s prior notice to NoFrixion. This termination shall not excuse You from the payment of any outstanding Fees set out in the Commercial Terms. Termination of these Terms shall not entitle you to a refund for any use of the API or the Platform incurred.
20.3. NoFrixion may terminate these Terms and Your use of all or any of the API and the Platform for any reason upon 2 months’ notice to You.
20.4. NoFrixion may suspend or terminate these Terms (or Your use of all or any of the API and the Platform) immediately if NoFrixion believes You have violated these Terms or believe Your use of the API and the Platform is not in NoFrixion’s best interest.
20.5. NoFrixion may terminate these Terms in the event NoFrixion ceases to offer the API, the Platform or are required to terminate in accordance with applicable laws.
20.6. Termination does not relieve You of Your obligations under these Terms.
20.7. On termination, all rights and licenses granted to you will terminate immediately and you must cease use of all NoFrixion materials (unless you have a separate right of use under another agreement with NoFrixion).
20.8. On termination You are required to permanently delete all NoFrixion Confidential Information and any other data which you have stored in relation to Your use of the API and the Platform.
21. Amendment of Terms
21.1. NoFrixion may amend these Terms at any time (subject to the provisions of these Terms).
21.2. NoFrixion may adjust fees, charges or change existing fees and charges at any time (subject to these Terms) with a minimum of 2 months notice, and subject to agreed commercial terms.
21.3. NoFrixion will notify you in advance should a change occur to these Terms or if new fees and charges are added or a change in existing fees or charges or an amendment or an alteration of any facility on the Platform or any facility in relation to the API. The type and amount of notice that NoFrixion will provide to you will adhere to all applicable laws and regulations that apply at that time.
21.4 In the event NoFrixion amend these Terms, and you do not wish to accept the change, you may terminate Your use of the API and the Platform with 1 months prior notice to NoFrixion. This termination shall not excuse you from the payment of any outstanding Fees set out in the Commercial Terms. Termination of these Terms shall not entitle you to a refund for any use of the API or the Platform incurred.
22. Data Privacy
22.1. You shall own all right, title, and interest in Your data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Data.
22.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 22 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.
22.3. In circumstances where NoFrixion processes Your Data as a processor, the terms of the Data Processing Agreement shall apply between you and NoFrixion. To the extent that any inconsistency arises between the terms of this Agreement and those of the Data Processing Agreement, the terms of the Data Processing Agreement shall prevail.
22.4. Should the determination in Clause 22.3 change, then each party shall work together in good faith to make any changes which are necessary to this Clause 22.
22.5. If any changes or prospective changes to the Data Protection Legislation result or will result in one or both parties not complying with the Data Protection Legislation in relation to processing of personal data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
22.6. Without prejudice to the generality of Clause 22.2, you agree to ensure that you have all necessary, appropriate consents and notices in place to enable lawful collection and processing of the data and Your data by NoFrixion for the duration and purposes of these Terms.
22.7. You warrant and undertake that:
a) all data sourced by you for use in connection with the API and the Platform, prior to such data being provided to or accessed by NoFrixion for the performance of these Terms, comply in all respects, including in terms of its collection, storage and processing (which shall include providing you all of the required fair processing information to, and obtaining all necessary consents from, data subjects), with the Data Protection Legislation;
b) all instructions given by you to NoFrixion in respect of personal data shall at all times be in accordance with the Data Protection Legislation;
c) you are satisfied that NoFrixion’s processing operations are suitable for the purposes for which you propose to use the API and the Platform and engage NoFrixion to process Your Data; and
d) you are satisfied that NoFrixion has sufficient expertise, reliability, and resources to implement technical and organisational measures that meet the requirements of the Data Protection Legislation.
23. Assignment
23.1. You may not transfer, assign, or otherwise transfer any interest or rights under these Terms without NoFrixion’s prior written consent. NoFrixion may subcontract any of its obligations under these Terms without prior notice to you.
24. Partnership or Agency
24.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
25. Force Majeure
25.1. NoFrixion are not liable for non-performance or failure to provide any feature of the API and the Platform as a result of any events that are beyond the reasonable control of NoFrixion, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strike, riot, war, terrorist attack, non-performance of third party contractors or suppliers, acts of God or other causes over which NoFrixion have no reasonable control.
25.2. Any occurrence of Force Majeure shall not excuse you in the payment of any Fees set out in the Commercial Terms.
26. Complaints
26.1. Should you have a complaint relating to the API or the Platform please contact NoFrixion in accordance with clause 27.
26.2. Our complaints procedure is accessible here: https://www.nofrixion.com/complaints-policy/.
26.3. Further information on our Complaints Policy can be requested. If Your complaint is unresolved, you may be entitled to refer to the Financial Ombudsman.
27. Dispute Resolution
27.1. The Parties shall attempt to resolve any dispute or difference arising out of or relating to these Terms through the NoFrixion complaints procedure.
27.2. Should the dispute not be resolved in accordance with the complaint’s procedure, the dispute shall be referred to and finally resolved by arbitration under the provisions of the Arbitration Act 2010 and any statutory amendment or modification thereof, by a tribunal compromising one arbitrator.
27.3. NoFrixion shall inform you of a competent ADR entity for any dispute arising under these Terms. The dispute may be referred to arbitration by either party. The seat of the arbitration shall be Dublin, Ireland. The law governing this arbitration shall be Irish law. The language of the arbitration shall be English.
27.4. The costs of any arbitration and the fees of the arbitrator shall be advanced in the first instance by the parties in equal shares. The arbitrator may award to the prevailing party in any arbitration the prevailing party’s fees and other costs in any such arbitration. The award of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
28. Notices
28.1. Any notice given to a party under or in connection with this agreement must be in writing and in English and must be sent by email to support@nofrixion.com.
28.2. You can also notify NoFrixion about suspected or actual fraud or security threats through email.
28.3. Any notice will be deemed to have been received if sent by email at the time of transmission except that if this time is on a non-Business day or after 5:00pm on a Business Day it will be deemed to have been received on the next Business Day.
29. Waiver
29.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
28.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
30. Waiver
30.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of this agreement.
30.2. If any provision or part-provision of this agreement is deemed deleted, the parties shall negotiate in good faith agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
31. Entire Agreement
31.1. These Terms together with the Commercial Terms and the Data Processing Agreement set out the entire agreement and understanding between the parties in respect of all matters which are referred to herein. Both parties warrant and represent that in entering these Terms they have not relied on any statement of fact or opinion made by another party which has not been expressly included in these Terms.
31.2. If any part of these Terms is found to be in whole or in part contrary to applicable laws, illegal, unreasonable, or inapplicable by a court of law, the other parts shall remain in full force and effect.
31. Governing Law
32.1. These Terms and any matter arising from this Agreement are governed by the laws of Ireland.
32.2. The courts of Ireland will have exclusive jurisdiction in connection with any dispute relating to this Agreement.
Schedule OneDefinitions and Interpretation
Unless expressly provided otherwise in these Terms, a reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written shall include reference to email. In these Terms, the following definitions shall, unless otherwise specified in these Terms, have the following meanings:
API: means the programmatic access to the MoneyMoov API including the NoFrixion Core Ledger, and to the functionality provided by the underlying core platform, provided by NoFrixion in accordance with these Terms.
API Object: means backend instances with properties to aid in the interaction of server functionalities.
AML Policy: NoFrixion’s written policy on anti - money laundering and counter terrorist financing as may be amended from time to time by NoFrixion.
Authorised User’s: the individuals elected by the Customer Representative to be responsible for the use of the Platform and API.
Business Day: Monday to Friday between the hours of 9am- 5pm but does not include bank holidays, or public holidays in the Republic of Ireland.
Commercial Terms: means the Commercial Terms signed by the parties and which together with these Terms and the Data Processing Agreement shall form this Agreement.
Confidential Information: means access keys or logins for the Platform, any non-public elements of the Platform or any pre-release information about the Platform. Your access keys or logins for the Platform, non-public elements of the API or anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances.
Contract: the contract between NoFrixion and you for the supply of the API and the Platform.
Customer: the legal entity contracting with NoFrixion for the use of the Platform and the API and which is legally responsible for the use of the Platform and the API by its Authorised Users.
Customer Representative: means the person who is authorised by You, the legal entity contracting with NoFrixion for the use of the Platform. This person has full access to the Platform. They may add Authorised User’s and place limits on the payments to be made through the use of the API and Platform. Customer Services: the contact centre for dealing with queries about Your Platform.
Data Processing Agreement: means the document to be entered into between you (the controller) and NoFrixion (the processor) for the protection of personal data which together with these Terms and the Commercial Terms shall form this Agreement.
Data Protection Legislation: has the meaning set out in the Data Processing Agreement accompanying these Terms.
End User(s): means the client(s) of the entity that is contracting with NoFrixion to use the API and the Platform.
Fees: means the fees set out in the Commercial Terms. All fees shall be exclusive of VAT.
Irish Deposit Guarantee Scheme: means the scheme established under Irish and European legislation to protect depositors in the event of an Irish authorised bank, building, society, credit union or credit institution being unable to repay depositors.
Irish PSD2 Regulations: means the second payment services directive (Directive 2015/2366/EU) and all statutory instruments and implementing legislation in Ireland.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
NoFrixion: NoFrixion Limited, company registration number 675705 with registered address of 8 Harcourt Street, Dublin 2, Ireland.
NoFrixion Products: those products, including but not limited to the API and any further products set out in the Commercial Terms.
Payments: means any payments made through Your use of the API.
Payment Account: means an account that may execute and receive payment transactions and where funds may be held and withdrawn. This may also be a Third-Party Provider (TPP) in which the API’s provided by NoFrixion are used to access payment accounts.
Platform: means the MoneyMoov technology platform provided by NoFrixion which includes current accounts and is accessed via the NoFrixion the 2-factor security identity server.
Prohibited Business: business activities for which the API and the Platform may not be used for. These are but are not limited to: dating, escort services, pornographic content, adult entertainment, cannabinoids, weapons, arms, military, counterfeit consumer products, consulate services, debt collection. Illegal activities and any other business activity, which, in our sole discretion is considered to be of risk.
Regulator: the Central Bank of Ireland, located at New Wapping Street, North Wall Quay, Dublin 1, D01 F7X3 or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the Republic of Ireland.
Rest API: means Representational State Transfer API.
Sanctions Authority: the United States of America, the United Nations Security Council, the European Union, the United Kingdom, the respective governmental institutions of any of the foregoing including His Majesty’s Treasury, the Office of Financial Sanctions Implementation, the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of Commerce, the US Department of State and any other agency of the US government.
Sanctioned Country: any country or other territory subject to a country-wide export, import, financial or investment embargo under any Sanctions (as defined and construed by the relevant Sanctions Authority).
Sanctioned Person: any person that is listed on, or majority owned or controlled by a person listed on, a Sanctions List, a government of a Sanctioned Country, an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country or resident or located in, operating from, or incorporated under the laws of, a Sanctioned Country.
Sanctions List: any list issued or maintained and made public by any of the Sanctions Authorities as amended, supplemented, or substituted from time to time.
Services: the services in relation to the API and on the Platform, supplied by NoFrixion to the Customer as set out in these terms and conditions.
Terms: these terms and conditions as amended from time to time by NoFrixion.
Token: means the code to provide API access.
JWT token: the code issued by the NoFrixion Identity Server to authorised users. These tokens can be used to call the API.
Transaction: any debit, credit or other adjustment to a Payment Account that affects the balance on monies held in it, including a Card Transaction.
TPP (Third Party Provider): means an Account Information Service Provider or a Payment Initiation Service Provider.
Ultimate Recipient: means Your customer on Your platform.
User Data: means local data required to complete tasks using the API and the Platform.
Website: means the NoFrixion website at https://www.nofrixion.com/.