Nova Software Infrastructure Limited ("Nova", "we", "us") is a technology service provider operating an API gateway for card issuing, ledger and payment orchestration. Nova is not a bank, an electronic money institution, or a regulated financial institution.All regulated activities (issuing, settlement, custody of funds) are performed by licensed underlying institutions ("Issuing Partners") with whom you, the Customer, maintain a direct contractual relationship.
1. Scope & Acceptance
1.1
These Terms of Service (the "Terms") govern access to and use of the Nova platform, APIs, dashboards, documentation, webhooks, SDKs and any related software or services (collectively, the "Services"). By accessing the Services, completing onboarding, or signing an Order Form, you agree to be bound by these Terms.
1.2
B2B only. The Services are made available exclusively to legal entities operating in the course of a business, trade, profession or craft ("Customer"). Consumers (as defined under applicable law) are not eligible. Nova does not contract with, nor extend Services to, individual end-users.
1.3
Each Customer represents that it has completed, or will complete prior to going live, the Issuing Partner's KYB process and that all of its downstream cardholders, beneficiaries and sub-merchants are subject to full KYC / KYB review meeting the applicable AML, CTF and sanctions screening standards.
2. Nature of the Service
2.1
Nova provides a technology gateway: typed APIs, an event ledger, webhook delivery, BIN routing, dispute orchestration and operational tooling. Nova does not hold customer funds, does not issue payment instruments in its own name, and does not act as agent of any payment network.
2.2
All authorization decisions, settlement, clearing, chargeback handling and fund custody are performed by the relevant Issuing Partner under its own license and rulebook. Nova's role is limited to the transmission, transformation and persistence of instructions and events between the Customer and the Issuing Partner.
3. Acceptable Use
3.1
Customer shall not, and shall not permit any third party to: (a) use the Services in violation of any applicable law, payment network rule, or Issuing Partner program guide; (b) process transactions for any Prohibited Business listed in Schedule A of the applicable Order Form; (c) attempt to reverse-engineer, decompile or extract the source code of the Services; (d) interfere with rate limits, security controls or data isolation mechanisms.
3.2
Nova may suspend or restrict access immediately, without prior notice, where continued provision of the Services would, in Nova's reasonable determination, expose Nova, an Issuing Partner or a payment network to material legal, regulatory or financial risk.
4. Fees & Payment
4.1
Fees are set out in the applicable Order Form and are exclusive of taxes. Invoices are payable within thirty (30) days of issue. Amounts not disputed in good faith within that period accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
5. Data, Confidentiality & Security
5.1
Each party shall maintain the confidentiality of the other party's Confidential Information and use it solely to perform its obligations under these Terms.
5.2
Processing of personal data is governed by the Nova Data Processing Agreement and the Nova Privacy Policy, each incorporated by reference.
5.3
Nova's information security program is described in the Security page and is independently validated under PCI-DSS Level 1 and SOC 2 Type II.
6. Warranties & Disclaimers
6.1
Each party represents that it has the corporate authority to enter into these Terms and that its performance will not violate any third party agreement or applicable law.
6.2
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS". NOVA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
7. Limitation of Liability
7.1
To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenues, goodwill or anticipated savings.
7.2
Each party's aggregate liability arising out of or relating to these Terms in any twelve (12) month period shall not exceed the fees paid by Customer to Nova in such period.
8. Term & Termination
8.1
These Terms continue for the term set out in the Order Form. Either party may terminate for material uncured breach upon thirty (30) days' written notice.
8.2
Nova may terminate immediately if the Issuing Partner withdraws program approval, if a payment network rule requires it, or if a regulator so directs.
9. Governing Law
9.1
These Terms are governed by the laws of the Hong Kong Special Administrative Region. Each party submits to the exclusive jurisdiction of the courts of Hong Kong, subject to either party's right to seek injunctive relief in any competent court.
10. Contact
Questions concerning these Terms should be directed to legal@nova.dev. Notices required to be in writing must be sent to Nova Software Infrastructure Limited, Hong Kong SAR, with a copy to legal@nova.dev.