1. Introduction
1.1 These Merchant Terms & Conditions (the “Terms”) apply to business customers (“Merchant”, “you” or “your”) that access or use services made available through the No-Bank platform.
1.2 For the launch phase, these Terms cover only: (a) access to payment processing and acquiring solutions (“Acquiring Solutions”); and (b) access to business banking solutions, including approved account, transfer and wire functionality made available by licensed banking partners (“Banking Solutions”).
1.3 The merchant-facing No-Bank platform is operated by NB Fintech Ltd / No-Bank (“No-Bank”, “we”, “us” or “our”). No-Bank is not a bank and does not itself provide regulated banking or acquiring services. Those regulated services are provided by appropriately licensed banking, payment or acquiring partners. The applicable partner, product scope and commercial terms will be identified during onboarding or in the Merchant's service order.
2. The Terms
2.1 These Terms form part of the agreement between No-Bank and the Merchant and should be read together with any service order, pricing schedule, onboarding documentation, reserve terms, processing rules and partner-specific conditions presented to the Merchant.
2.2 By signing an order form, completing onboarding, activating an account or using a Service, the Merchant agrees to the version of these Terms then in force.
2.3 Where a regulated partner's mandatory terms apply to a particular service, those mandatory terms will apply in addition to these Terms. If there is a direct conflict concerning a regulated activity, the mandatory partner or regulatory requirement will prevail to the extent of that conflict.
2.4 We may update these Terms where reasonably required for legal, regulatory, partner, security or product reasons. Material changes will be communicated in accordance with Section 12.
3. About No-Bank and our licensed partners
3.1 No-Bank acts as the merchant-facing technology and commercial platform and coordinates onboarding and access to solutions offered through licensed partners.
3.2 The operating model separates No-Bank's merchant-facing technology and commercial role from regulated banking, payment and acquiring activities. Regulated services are provided by appropriately licensed partners, not by No-Bank itself.
Regulatory disclosure: No-Bank is not a bank and is not presented as a licensed bank or licensed acquirer. No-Bank provides a merchant-facing platform and access to banking and acquiring solutions that are delivered by appropriately licensed partners.
3.3 The identity of the regulated provider used for a specific Merchant may vary by geography, currency, product, merchant category, risk profile or processing route.
4. About the Services
Acquiring SolutionsAccess to payment acceptance and processing services provided by approved licensed processing and acquiring partners, initially focused on subscription / recurring merchants and Shopify / straight-sale merchants.
Banking SolutionsAccess to business account, transfer and wire functionality provided through licensed banking partners, supporting receipt and movement of funds between approved accounts and counterparties.
4.1 Availability of any Service is subject to onboarding, due diligence, partner approval, technical readiness, jurisdictional availability and any applicable merchant-category restrictions.
4.2 No-Bank may introduce access to additional platform features or partner-delivered solutions in the future, but those features are not part of these launch Terms unless expressly added by written update or service order.
5. Merchant eligibility and responsibilities
5.1 The Services are intended for legal persons and business users only. You confirm that you have authority to bind the Merchant and operate the relevant business accounts and payment services.
5.2 The Merchant must:
- provide accurate, complete and current corporate, ownership, business-model and transaction information;
- use the Services only for lawful business activity approved during onboarding;
- not misrepresent the nature of goods, services, billing models, geographies or transaction flows;
- maintain appropriate security over user credentials, devices, APIs and authorized personnel;
- comply with card-scheme, banking-partner, sanctions, AML, consumer-protection and other applicable rules relevant to its activity;
- promptly notify No-Bank of material changes to ownership, business model, products, URLs, processing volumes, chargeback profile or regulatory status.
6. KYB, KYC and customer due diligence
6.1 Access to the Services is subject to business verification, beneficial-owner verification and risk assessment. No-Bank or its partners may request information about directors, shareholders, UBOs, source of funds, source of wealth, business activity, customers, suppliers, processing history and expected transaction flows.
6.2 The Merchant must provide requested information promptly. Failure to provide sufficient information may delay onboarding, restrict service functionality or result in refusal or suspension.
6.3 Transactions and accounts may be monitored for fraud prevention, sanctions compliance, anti-money laundering, counter-terrorist financing and other legal or partner-control purposes.
7. Acquiring Solutions
7.1 No-Bank enables an approved Merchant to access payment processing and acquiring routes made available by licensed partners. The regulated acquiring or payment service is provided by the applicable licensed partner, not by No-Bank.
7.2 Approval rates, settlement timing, reserves, supported transaction types and available payment routes depend on the Merchant's approved setup and are not guaranteed unless expressly stated in the applicable service order.
7.3 The Merchant remains responsible for the underlying sale, product or service, customer communication, cancellation rights, refunds, fulfillment, tax obligations and compliance of its marketing and billing practices.
7.4 The Merchant must not process transactions for an unapproved business, website, descriptor, legal entity, product, geography or third party.
7.5 Refunds, disputes, alerts and chargebacks will be handled according to the applicable processing route, partner rules and service order. Where a refund-led workflow is available, it may be used to resolve eligible disputes earlier; this does not remove mandatory card-scheme or legal rights.
8. Banking Solutions
8.1 Banking Solutions enable approved Merchants to access business transfers, wires and receipt or movement of funds through banking infrastructure provided by licensed banking partners. No-Bank itself does not hold deposits or execute regulated banking services.
8.2 Transfer availability, execution times, cut-off times, supported currencies, payment rails and beneficiary requirements may vary by partner, destination bank, jurisdiction and compliance review.
8.3 A transfer instruction may become irrevocable once accepted or submitted to the relevant banking rail. Where cancellation is technically possible, it may require partner approval and may incur charges.
8.4 No-Bank does not control or guarantee the timing of external clearing systems, correspondent banks, beneficiary banks, licensed banking partners or compliance checks outside its reasonable control.
8.5 The Merchant is responsible for verifying beneficiary details before authorizing a transfer.
9. Fees, settlement, reserves and FX
9.1 Fees are set out in the Merchant's pricing schedule or service order and may include transaction fees, acquiring charges, refund fees, dispute or alert fees, banking fees, wire fees, FX charges, minimum commitments and other agreed service charges.
9.2 Acquiring pricing may use an ICC++ model and may differ between subscription-based merchants and Shopify / straight-sale merchants.
9.3 Settlement timing is subject to the approved merchant setup, banking route, reserve requirements, risk profile and partner rules.
9.4 A rolling reserve or other security may be required. Reserve levels may be reviewed against actual refund, dispute, chargeback and portfolio performance but changes remain subject to partner approval and the Merchant's agreed terms.
9.5 FX charges may apply where transaction, settlement and payout currencies differ. Any “0% FX” marketing claim applies only where billing and payout occur in the same supported currency and no conversion is required.
10. Service availability
10.1 We aim to provide reliable Services but do not warrant uninterrupted or error-free availability.
10.2 Availability can be affected by maintenance, banking rails, acquirers, card schemes, networks, third-party infrastructure, compliance controls, fraud controls or events beyond our reasonable control.
10.3 No-Bank may make operational or technical changes where reasonably necessary to maintain security, compliance, partner connectivity or service quality.
11. Suspension, holds and refusal
11.1 No-Bank may restrict access to its platform where reasonably necessary, while the applicable licensed partner may delay, reject, hold, suspend or restrict a transaction, settlement, account or regulated service where permitted by its terms and applicable law because of:
- suspected fraud, money laundering, sanctions exposure or unlawful activity;
- material breach of these Terms or an applicable service order;
- material change in the Merchant's risk profile or business model;
- excessive refunds, disputes, chargebacks or fraud indicators;
- a legal, regulatory, card-scheme, banking-partner or acquiring-partner requirement;
- security, technical or operational risk.
11.2 Where legally and operationally permitted, we will provide notice or an explanation of a material restriction.
12. Communications
12.1 We may communicate with the Merchant electronically through email, the No-Bank platform, dashboards, notices or other agreed business channels.
12.2 The Merchant must keep its contact and authorized-user information current and monitor communications relevant to the Services.
13. Questions and complaints
13.1 Questions or service issues should first be submitted to No-Bank through the support or contact channel published on the website.
13.2 Complaints involving a regulated banking or acquiring service may be handled jointly with, or referred to, the applicable regulated partner where required.
13.3 Final complaints contact: LEGAL TEAM TO CONFIRM.
13.4 Any applicable external ombudsman, regulator or alternative dispute-resolution route: LEGAL TEAM TO CONFIRM BY JURISDICTION.
14. Data protection and confidentiality
14.1 No-Bank and its partners may process corporate, transaction, account, device, user and beneficial-owner information to provide the Services, perform due diligence, prevent fraud, comply with law and manage risk.
14.2 Personal data will be handled in accordance with the applicable privacy notice and data-protection law.
14.3 Each party must protect confidential commercial, technical and financial information received from the other and may disclose it only where required to provide the Services, to professional advisers, to regulated partners, or where required by law.
15. Intellectual property
15.1 No-Bank and its licensors retain all rights in the No-Bank platform, website, software, APIs, designs, documentation, trademarks and related technology.
15.2 The Merchant receives only the limited right to use the relevant Services during the term of its agreement and may not copy, reverse engineer, resell or misuse the platform except where expressly permitted.
16. Liability
16.1 Each party is responsible for loss directly caused by its breach of the agreement, subject to applicable law and any liability limits in the Merchant's service order or master agreement.
16.2 No-Bank is not responsible for the Merchant's underlying goods or services, customer claims, fulfillment, marketing, tax obligations or business decisions.
16.3 No-Bank will not be responsible for delays or failures caused by licensed banking or acquiring partners, external banks, card schemes, payment networks, correspondent banks, internet providers or other third parties outside No-Bank's reasonable control, except to the extent mandatory law provides otherwise.
16.4 Final limitation-of-liability cap and exclusions: LEGAL TEAM TO ALIGN WITH MASTER AGREEMENT.
17. Events beyond our control
17.1 Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, industrial action, widespread internet or cloud failure, cyberattack, banking-network outage, government action, sanctions, changes in law or failure of material third-party infrastructure.
18. Termination
18.1 The Merchant or No-Bank may terminate the relationship in accordance with the applicable service order or master agreement.
18.2 No-Bank may terminate or suspend immediately where continued provision would be unlawful, create material fraud or compliance risk, breach partner requirements, or where the Merchant commits a serious or repeated breach.
18.3 Termination does not affect accrued fees, outstanding reserves, unresolved disputes, chargebacks, refunds, compliance obligations or other rights that by their nature continue after termination.
19. Severance
19.1 If any part of these Terms is held invalid or unenforceable, the remaining provisions will continue in effect. The invalid provision will be interpreted or modified only to the minimum extent necessary to make it enforceable where permitted by law.
20. Governing law and dispute resolution
20.1 These Terms are governed by the law stated in the Merchant's service order or master agreement.
20.2 Default governing law and court jurisdiction for website terms: LEGAL TEAM TO CONFIRM.
20.3 The parties should first attempt in good faith to resolve a commercial dispute through escalation between authorized representatives before commencing formal proceedings, except where urgent relief is required.
21. No-Bank contact and legal details
Merchant-facing entity: NB Fintech Ltd / No-Bank
Registered number: TO CONFIRM
Registered address: TO CONFIRM
Support email: TO CONFIRM
Regulated partner disclosure: No-Bank is the merchant-facing platform and is not itself a bank or licensed acquirer. The applicable licensed banking, payment or acquiring partner will be disclosed during onboarding and in the relevant service order. The current business-case structure identifies UAB Sonect Europe as the regulated banking / processing partner.
