This Platform Agreement is made between Company and Lenkie Inc. and its subsidiaries (“Lenkie”, “we”, “our”, or “us”) and governs your use of the Services. By submitting your application to open a Lenkie Account, you consent to this Platform Agreement, and to receive all Notices and communications from Lenkie electronically. Capitalized terms used in this Platform Agreement have the meaning provided in Section 4. As used in this Platform Agreement, "you" refers to Company, and "we" refers to Lenkie.
This Platform Agreement requires you to arbitrate any disputes arising out of or relating to this Platform Agreement in an individual arbitration and not a class arbitration. You acknowledge and understand that by accepting this Platform Agreement you waive any right to a trial by jury or to otherwise bring any claims in court arising out of this Platform Agreement or to participate in any type of class action or class proceeding relating to this Platform Agreement. See Section 4.8, below.
You may only apply for, open and maintain a Lenkie Account and use the Services if you accept this Platform Agreement. All references to the Platform Agreement means this document that you are reading and any terms, agreements, and policies referenced herein, including Lenkie Terms that are addenda or supplements to this Agreement.
1. The Lenkie Platform
The Services allow you to apply to Lenkie to settle your invoices on your behalf and obligate you to repay in instalments over an agreed term. and, subject to the applicable Lenkie Terms and any other related supplements or addenda hereto, access other optional services through your Lenkie Account. Lenkie may change existing Services or provide new Services at any time without Notice; provided that Lenkie shall make commercially reasonable efforts to Notify you in advance of any material changes to Services on which you rely. Some Services may be delivered or supported by specific Lenkie affiliates, Third-Party Service Providers and Financial Institution Partners and may require your agreement to Supplemental Terms. You acknowledge and understand that in order to use such Services, you will be required to agree to the applicable Supplemental Terms.
You will need to provide Company Data and Personal Data and connect at least one Linked Bank Account, where the banking connector is available, when submitting an application for a Lenkie Account. Such Company Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Bank Accounts and other business information we may request from time to time), and such Personal Data may include the name, contact information, and date of birth of Users or beneficial owners. You may also need to provide documentary information used to verify such Company Data and Personal Data (such as corporate registration certificate, proof of address, or personal identification). Use of specific Services or features may also require that you permit Lenkie to access Company Data and Personal Data through Third-Party Services.
We provide Company Data and Personal Data to Financial Institution Partners and Third-Party Service Providers to determine your eligibility for Services. We may approve or deny your application(s) or grant you provisional access to the Services, Third-Party Services or your Lenkie Account while your application is pending additional review. Lenkie relies on the accuracy of all such Company Data and Personal Data when opening, maintaining and using your Lenkie Account. We may deny applications, interrupt provision of the Services to you, or suspend or close your Lenkie Account for any reason, with or without prior Notice, including where required Company Data or Personal Data is incomplete, inaccurate or out of date. You represent and warrant that you will keep all such Company Data and Personal Data current, complete and accurate in your Lenkie Account whether we provide you with full or provisional access, by contacting Lenkie and providing any updated Company Data or Personal Data. We may request information from credit reporting agencies using the Company Data you have provided, and may report the performance of your account to one or more credit reporting agencies.
If you successfully open a Lenkie Account through a referral from an existing Lenkie customer or referral partner, you acknowledge and agree that Lenkie may provide Company Data about you to the Lenkie customer or partner that referred you, which may include (a) notice that you successfully opened a Lenkie Account and/or met other criteria required by the referral link or other referral method, such as completing a minimum required payment; or (b) aggregate spend data or total invoice payment volumes as required to determine partner incentives.
Some Services may have associated transaction, finance or other Fees, which Lenkie will disclose in advance of charging. Disclosure may be provided by Notice or through an addendum to this Platform Agreement.
You may have more than one user on your Lenkie Account following the submission of your application. The Primary User may request to add, remove, or manage additional Users; view transactions; download statements; provide, view or update Company Data and Personal Data; connect Linked Bank Accounts, Third-Party Services, and other accounts to your Lenkie Account; and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Users, and those using credentials issued to Users to access Company's Lenkie Account.
All potential Users will be required to accept our Terms of Service in order to become Users. You represent and warrant that each User enters into and complies in all respects with the Terms of Service.
Users can use Lenkie to apply for Advances from Lenkie to pay its Invoices as defined within a Finance Agreement. Users acknowledges and agrees that:
No Advance will be made unless and until the Company has determined in its sole discretion that the Company, the Company’s directors, company officers and the Invoice comply with all of Lenkie’s internal checks, policies and procedures and all credit checks, electronic identity verifications and anti-money laundering procedures have been followed as per applicable regulations;
No Advance will be made and any offer to provide the Advance shall not be binding unless and until a Finance Agreement for such Advance has been signed on behalf of the Company and the Customer;
Once the Finance Agreement has been concluded, we will pay the Advance directly to the supplier named on the Invoice on the Company’s behalf, using the supplier payment details provided by the Company, and the Company hereby appoints the Company as its agent to make such payment on its behalf; and we will not provide the Customer with an Advance if at any time during the application process:
- it fails to provide us with any of the information we have requested;
- it has failed our due diligence checks, for example, as a result of anti-money laundering issues;
- it does not meet our financial eligibility requirements;
- it refuses to give permission to access its bank account(s) using open banking when requested; or
- there is any other reason that we reasonably consider means that the Company is not suitable for an Advance at the time of applying.
You will keep your Lenkie Account secure and only provide access to individuals that you have authorized. You will immediately request Lenkie to disable User access to the Services if you know or believe your Lenkie Account has or may have been compromised or has been or may be misused; and you will promptly notify us (by contacting our support team) of any known or reasonably suspected unauthorized access or use.
You must ensure that your Users are aware of and abide by all applicable Lenkie Terms
Only United States Entities and United Kingdom Entities may apply for a Lenkie Account. Companies registered outside the United States or England, Wales and Scotland, as well as consumers, sole proprietors and unincorporated partnerships, are not permitted to use, or attempt to open or use, a Lenkie Account.
Your Lenkie Account and Services may only be used for the Company's bona fide business expenses. Your Lenkie Account and Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organization, or country that is blocked or sanctioned by the United States, including those identified by the United States Office of Foreign Asset Control (OFAC); or (d) a country that is blocked or sanctioned by the United Kingdom, including those identified by The Office of Financial Sanctions Implementation (OFSI); or (d) used by unaffiliated third parties; or (e) used for any other activities not for the benefit of the Company.
We will not approve and may close Lenkie Accounts that we know or believe are engaged in any of the prohibited activities including but not limited to:
- Sale of Schedule I controlled substances with or without a pharmaceutical license, or sale of Schedules II-V controlled substances without a pharmaceutical license, where such schedules are defined by the United States Department of Justice, Drug Enforcement Agency (DEA);
- Sale of any prohibited substances as defined by Misuse of Drugs Act 1971 (MDA) and the Misuse of Drugs Regulations 2001 (MDR) and the United Kingdom Home Office;
- Production, sale, or distribution of marijuana;
- Gambling, betting, lotteries, sweepstakes, or games of chance;
- Adult entertainment businesses; Online advertisers for adult entertainment services;
- Prostitution or escort services;
- Sale of counterfeit or "gray market" goods or services;
- Get-rich-quick schemes, multi-level marketing, drop-shipping, or activities that may be considered unfair, deceptive, or abusive acts or practices (UDAAP);
- Accounts designed to hide ownership identity;
- Use of Lenkie services for personal, family household use, or any non-commercial use;
- Activities that are illegal or that Lenkie, in its sole discretion, identifies as high-risk; or
- Use of the Services in manner that is inconsistent or prohibited by the Platform Agreement; or
- Financial services providers including banks or bank affiliates, securities brokers, or money transmitters;
- Nuclear power & nuclear fuel cycle;
- Palm oil;
- Oil & gas;
- Coal fire power generation;
- Wood pulp (upstream & downstream);
- Property investment (unless owner occupied)
- Property development;
- Development & research or technical applications intending to support the businesses mentioned above.
Where a Company is engaged in certain restricted activities, Lenkie may require that you provide additional information to open or maintain your Lenkie Account. We may update the list of prohibited or restricted activities at any time and from time to time. You agree to review this regularly and contact us with any questions you have about how this list may apply to Company's business.
We may suspend or terminate access to your Lenkie Account if we believe in our sole discretion that this section was violated, or to comply with applicable laws or regulations. Without limiting any of your indemnification or other obligations to us, you agree to pay all Fines imposed on Lenkie or any affiliate, officer, employee, agent or representative thereof by regulators, or government agencies for your violation of this section.
We may publicly reference you as a Lenkie customer on our website or in communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Lenkie a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Lenkie customer and we will use best efforts to remove references to you on our website or in communications.
As between you and Lenkie, Lenkie and licensors own all Lenkie Property. Users may use Lenkie Property only as and for the purposes provided in this Platform Agreement. You may not modify, reverse engineer, create derivative works from, or disassemble Lenkie Property; or register, attempt to register, or claim ownership in Lenkie Property or portions of Lenkie Property.
Lenkie grants you a nonexclusive and nontransferable license to use Lenkie Property as permitted by this Platform Agreement to the extent that Lenkie provides it to you via the Services. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.
Lenkie collects and processes Company Data and Personal Data through your use of the Services and Third-Party Services. Lenkie may use and disclose Company Data and Personal Data (a) to provide Services to Company and Users; (b) as required by law; (c) for underwriting, identity verification, and fraud prevention; (d) to verify account balances and account information, establish spending limits, identify spending patterns, and determine spending limits; (e) to analyze and report transactions; (f) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate; (g) for internal analytics and reporting; (h) as needed in dispute resolution; and (i) as otherwise permitted by law.
We’ll need to perform a credit check on your business and the directors of your business. We will share your personal details with Transunion and Experian who we use to perform these checks. You can find more information on how Transunion uses your data here (https://www.transunion.co.uk/legal-information/bureau-privacy-notice)"
We will not share any Company Data or Personal Data with third parties for marketing their unaffiliated products without your consent but may use Company Data and Personal Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you for the purpose of promoting them to you, including as part of a rewards, benefits or joint marketing program.
Except as prohibited by law, Lenkie may use and disclose De-Identified Data for Lenkie's own purposes, including to improve and develop Lenkie products, services, and marketing efforts (such as developing data products and providing aggregate insights to other customers). Lenkie may also include De-Identified Data in both public and private reports.
Lenkie may determine when, how, and under what conditions Company or Users may qualify for or earn rewards. Rewards are subject to the individual terms of the reward specified and this Platform Agreement. Certain transactions may not be eligible for some or any rewards. Rewards may also be subject to limits, revocation, or forfeiture as set forth in the Lenkie Rewards Terms. Any right to rewards or benefits shall terminate upon the termination of this Agreement, the closure of your Lenkie Account, or in the event of any breach of this Agreement. Certain rewards or benefits may be subject to additional agreements or disclosures.
Lenkie may make Beta Services available to you, which may be subject to additional terms and conditions. You acknowledge that Beta Services may be unstable and subject to frequent, substantial interruptions and to erroneous output and operation. You agree not to use any Beta Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.
Company hereby grants Lenkie a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferrable license, with the unrestricted and unlimited right to grant sublicenses, (1) to create derivative works based upon any Feedback and (2) to use, copy, display, publish, distribute or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon. You acknowledge and agree that any Feedback you submit is not confidential. Lenkie has no obligation to compensate or credit you for Feedback you provide, regardless of whether or how we may use or otherwise commercialize or exploit it.
2. Payments to Lenkie2.1. Amounts Owed to Lenkie
You are responsible for payment in full of all Charges and Fees and other amounts owed by you to Lenkie. You must maintain at least one Linked Bank Account at all times, available. Your Nominated Bank Account will be automatically debited as per each individual Finance Agreement. Lenkie may also directly debit any Linked Bank Account for other amounts owed under this Agreement. Your Lenkie Account will show the credit the business day after payment is received.
3. Payment Processing by Lenkie3.1. Payment Processing
Lenkie facilitates payment processing (collectively, “Grow Now Pay Later”) between you and your supplier who you purchase goods or services from (“Suppliers”), including:
a. sending payments via electronic funds transfer, including automated clearing house transfer (“ACH”) and Real-Time Payments (“RTP”)
b. other payment-related services necessary for the provision of the above services.
Lenkie has partnered with one or more financial institutions (“Payment Partner”) to provide the Payment Service. With respect to each payment transaction made using the Payment Service, the Company’s funds are received and processed by the Payment Partner, and disbursed to the Supplier. Company assumes no liability or responsibility for any payments processed by the Payment Partner.
Once we begin to process Company’s payment, Company has no further rights in those funds, except as strictly required by applicable law and payment network rules. Lenkie will cause to be transferred and delivered to the supplier in a manner as agreed with Payment Partner and as disclosed to the Supplier from time to time. IT MAY TAKE UP TO FIVE (5) BUSINESS DAYS OR LONGER FOR PAYMENTS TO BE RECEIVED BY THE PARTNER. Lenkie is not a bank, savings and loan association, regulated financial institution or money transmitter. Lenkie forwards Company payment instructions to its Payment Partner, which will receive funds from the Company in a custodial account, and cause the other fund transfers necessary to complete the transaction(s) requested by Company through the Payment Service. Your funds may be pooled with the funds of other users of the Service in the custodial account, and are not eligible for FDIC insurance while such funds are held in the custodial account or otherwise before the funds are paid out to the Supplier. We are not liable to if we fail to complete your transaction because the payment method used by Company has insufficient available funds or insufficient available credit, the Company’s financial institution rejects the transaction, the payment fails for reasons outside of our control, despite our reasonable precautions, or any other reason set forth in this Platform Agreement.
You understand and agree that we and Payment Partner may reject a Company request for a transaction at any time for any reason, or we may require additional information from you or or a Supplier in order to complete the transaction. There are limits on the amount, frequency, and type of transactions that may be conducted using the Payment Service. For security reasons, we may not tell you what those limits are, or when they change. You acknowledge and agree that Lenkie is not obligated to complete any transaction requested by you if you do not provide us with requested information (such as payment method information) or accurate and correct information of any kind, or if Company’s payment method fails to deliver funds. You should notify Lenkie immediately if you become aware that you have made a mistake when instructing us to process a payment. Lenkie reserves the right to refuse to process any payment if we reasonably believe that the activity, or the transaction if processed, would result in you being in violation of this TOS, or in violation of applicable law. We will attempt to promptly notify you if we decline to process a payment unless we reasonably believe you have engaged in any violation of law or activity prohibited by this TOS, in which case we shall have no obligation to contact you. Subject to appliable law, we may request a reversal or a hold on your transactions or funds if we believe in our sole discretion that you are in breach of this TOS, or we or Payment Partner has reason to suspect that you may be a victim of fraud, or that your account may be associated with fraud or otherwise to protect the security of your account and our systems. We review account and transaction activities at various times, including when bank transfers are initiated. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this TOS. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity. We may limit your account and access to the Service until verification is completed.
You may cease your use of the Payment Service at any time, and close your account and terminate your relationship with us without cost. However, if you do so, you will remain liable for all obligations related to your account even after the account is closed. Any incomplete transactions or transfers must be completed or canceled and you must transfer any money from any personal or business profiles of your account before closing it. We may refuse or delay the closing of your account until all pending transactions have been completed, until you have paid us all amounts you owe us under this TOS and any other agreement you have with us, or if reasonably necessary to conduct an investigation in connection with your account.
4. Additional Terms4.1. Term and Termination
This Platform Agreement is effective when you start an application for a Lenkie Account and continues until terminated by either you or us, or as otherwise set forth in this Platform Agreement.
Sections 1.5 (Security and Monitoring your Lenkie Account), 1.10 (Data and Privacy), 1.12 (Beta Services), 1.13 (Feedback), 4.1 (Term and Termination), 4.2 (Notice and User Notifications), 4.3 (Limitation of Liability), 4.5 (Disclaimer of Warranties by Lenkie), 4.6 (Indemnification), 4.7 (Governing Law), 4.8 (Binding Arbitration), 4.9 (Legal Process), and 4.10 (Assignment); the provisions of the Finance Agreements that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Platform Agreement.
4.2. Notice and User Notifications
By registering for a Lenkie Account, you agree that such registration constitutes your electronic signature, and you consent to us providing Notices to you and User Notifications to Users, including in each case those required by law, and you shall ensure that all Users consent to receiving User Notifications, electronically. You understand that this consent has the same legal effect as a physical signature.
Our Notices to you will be effective if provided to an Administrator, and User Notifications will be effective if provided to the applicable User, in each case electronically through the
Services, via email, or (except as provided below) via SMS to the contact information provided to us by the Administrators or the User, as applicable; provided that any required Notice of any material change to or amendment of this Agreement under Section 4.12 will be provided via email to an Administrator.
Notices and User Notifications will be deemed to be received 24 hours after they are sent, provided that Notices or User Notifications captioned or otherwise designated as "URGENT" or "READ IMMEDIATELY" will be deemed to be received when sent. You understand that you may not use the Services unless you consent to receive Notices and all Users consent to receive User Notifications electronically as provided herein. Consent to receive Notices or User Notifications electronically may be withdrawn only by closing your Lenkie Account.
Notices and User Notifications may include alerts about Services or Charges and may provide Users the ability to respond with information about your Lenkie Account. Users may elect to not receive certain Notices or User Notifications through the Lenkie Account, but this will limit the use of certain Services and may increase the financial risks to the Company. The Company warrants that it will secure appropriate authorization from Users to send SMS messages to Users on the Company's behalf.
Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically. You acknowledge that you are solely responsible for ensuring that no Notices are blocked or delayed by any spam filter or otherwise.
Notify us immediately if you are or believe you are having problems receiving Notices.
Lenkie is not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, damage attributable to reputational harm, physical injury or property damage, or lost revenue arising from or related to this Agreement or to the Services, including your use of or inability to use Services, whether or not we were advised of their possibility by you or third parties. Our aggregate liability to you under this Platform Agreement for all claims is limited to the greater of the total amount of Fees actually paid by you to Lenkie in the three months preceding the event that is the basis of your claim or $10,000. These limitations apply regardless of the legal theory on which your claim is based.
In addition to other representations and warranties provided by You in this Agreement, You represent and warrant that (a) Company is and will continuously throughout this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation, (b) Administrators have requisite organizational power and authority to conduct business on and manage Company's Lenkie Account in all respects, including delegating access or authority to other Users, and Company has irrevocably authorized each and every action taken by any Administrator that relates to this Agreement, the Services, any Third Party Services, (c) you are opening an account on behalf of a Company organized and registered in the United States and that you are not opening an account as a consumer, sole proprietor, or unincorporated partnership, (d) you and Users will not engage in activities prohibited by this Platform Agreement, and (e) all Company Data and Personal Data provided to Lenkie is and shall be complete, accurate, and current.
THE SERVICES, LENKIE PROPERTY ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. LENKIE DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO LENKIE PERSONNEL ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY (EXCEPT IN A WRITTEN DOCUMENT IDENTIFIED AS AN AMENDMENT TO THIS AGREEMENT AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF LeLENKIEnkie AND AN AUTHORIZED REPRESENTATIVE OF CUSTOMER).
THIRD-PARTY SERVICES ARE NOT PROVIDED, CONTROLLED, RECOMMENDED OR ENDORSED BY LENKIE. LENKIE DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY OR RELATING TO THIRD-PARTY SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISKS ASSOCIATED WITH ANY FAILURE OF ANY: (A) SERVICES OR DATA PROVIDED UNDER THIS PLATFORM AGREEMENT TO BE ACCURATE AND ERROR-FREE; (B) SERVICES TO MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) SERVICES TO BE USABLE BY COMPANY OR USERS AT ANY PARTICULAR TIME OR LOCATION; (E) SERVICES TO BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES TO BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
You agree to indemnify Lenkie, our affiliates, our and each such affiliate's employees and contractors, and any other Third-Party Service Providers (each an "Indemnitee") and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Lenkie or any of the other Indemnitees specified above by any third party (i) due to the breach by you or by any User of this Platform Agreement, the User Terms, any terms applicable to any Third-Party Services or any other agreements with Lenkie or that otherwise relate to the Services or Third Party Services; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Administrators, Users, or other Company employees or agents; (iv) for Company's use of Lenkie’s Services or Third-Party Services; or (v) for disputes over Charges between Company and merchants. Lenkie may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Lenkie for the reasonable fees of such counsel and all related costs and reasonable expenses.
This Platform Agreement was constructed in accordance with the laws of the United Kingdom without regard to internal principles of conflict of laws.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT. YOU AGREE TO BRING CLAIMS AGAINST US FOR CLAIMS ARISING UNDER THIS AGREEMENT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
This Section 4.8 is referred to as the “Arbitration Clause.” EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN US DECIDED BY ARBITRATION AND NOT IN COURT. IF A DISPUTE IS ARBITRATED, YOU WILL GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US. ANY DISPUTE IS TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO ARBITRATE A CLASS ACTION. THIS IS CALLED THE “CLASS ACTION WAIVER.”
Arbitration will be conducted by and under the rules of the AAA(www.adr.org), or any other arbitration organization you and we mutually agree. You may obtain AAA rules by visiting the AAA’s website. Arbitrators will be attorneys or retired judges and must be selected pursuant to the applicable rules of the arbitration organization.
Unless we and you agree otherwise, any physical arbitration hearing that you attend will be held in the federal judicial district for the United Kingdom. If you and we are unable to agree on a location within the chosen district, the determination will be made by the arbitrator. If the dispute is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or videoconference hearing, or by an in-person hearing as established by the applicable rules of the arbitration organization. If the dispute is for $10,000 or less, each party consents to the other party participating by telephone or videoconference. If the dispute exceeds $10,000, the right to a hearing will be determined by the applicable rules of the arbitration organization. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of you and us.
Payment of all filing, administration, and arbitrator fees will be governed by the applicable rules of the arbitration organization , unless otherwise provided in this Arbitration Clause. The party initiating the arbitration will pay the filing fee. Each party will be responsible for its own attorney, expert, and other fees, unless otherwise awarded by the arbitrator under applicable law.
You and we each retain the right to sue on an individual basis to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and to pursue a dispute in court solely for public injunctive relief under law to the extent required for the enforceability of this Arbitration Clause. Neither you nor we waive the right to arbitrate by filing suit or seeking non-judicial recovery of any property securing this Agreement.
The arbitrator’s award is final and binding on all parties, subject to any right of appeal available under the Federal Arbitration Act. Any court within jurisdiction may enter judgment on the arbitrator’s award. If any part of this Arbitration Clause, other than the Class Action Waiver, is deemed or found to be unenforceable for any reason, the remainder is enforceable. If the Class Action Waiver is deemed or found to be unenforceable, then this entire Arbitration Clause will be unenforceable.
4.9. Legal Process
We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.
Lenkie may assign, pledge, delegate or otherwise transfer this Platform Agreement or its rights, powers, remedies, obligations, and duties of performance under this Platform Agreement at any time. Any such assignee will have all rights as if originally named in this Platform Agreement instead of Lenkie. You may not assign this Platform Agreement or any rights hereunder, or delegate any of your obligations or duties of performance, without Lenkie's express written consent.
4.11. Headings and Interpretation
Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either... or... or any combination of the proceeding items; and provisions listing items and using and require all listed items.
All monetary amounts owed under this Platform Agreement will be made in Great British Pounds (GBP)
This Platform Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties.
4.12. Changes to this Platform Agreement
We may modify this Platform Agreement, including any supplements or addenda, by posting an amended version and including the date of the revision. The amended version will be effective at the time we post it, unless otherwise noted. If such modifications constitute a material change to the Platform Agreement, we will provide you with reasonable prior Notice before the modifications become effective as to you. The modified Platform Agreement may take effect immediately in exigent circumstances, including where required to comply with applicable law, regulation or Payment Network rules or to avoid or mitigate any material risk, loss or damage. If you do not accept any such modification, you must cancel your Lenkie Account. If you continue to use the Services after any such modification takes effect as provided in the applicable Notice, you will be deemed to have consented to the revised Platform Agreement.
Alternatively, and notwithstanding the foregoing, Lenkie may (but has no obligation to) provide in any such Notice of any modification to this Platform Agreement that such modification will take effect only upon affirmative acceptance thereof by Company via email or another means of communicating such consent as described in such Notice. In that event, Lenkie may terminate your Lenkie Account and any further right to use any Services upon Notice if you do not timely accept the proposed modification in accordance with the method described in the Notice.
Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Lenkie in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.
4.13. Entire Agreement
This Platform Agreement (including any addenda that are mutually agreed to by the parties, all of which are incorporated herein) constitutes the entire understanding between Company and Lenkie regarding the subject matter of this Platform Agreement and such addenda, and no other agreements, representations, or warranties other than those provided in this Platform Agreement and any such addenda will be binding unless in writing and signed by Company and Lenkie.
Except as may be otherwise specified in this Platform Agreement, notices from you to Lenkie will be provided via the Services by contacting Lenkie through the Services, with a copy sent concurrently by email to hello@Lenkie.com. Each notice will be deemed to be effective on the first business day following the day that you post such notice as provided in this section.
5. Defined Terms
Capitalized terms in this Platform Agreement are defined as follows:
- Administrator means any Company employee designated as an administrator of Company's Lenkie Account.
- Beta Services means any products or services identified as beta, pre-release or similar, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
- Company or you means the company that is applying for or has opened a Lenkie Account.
- Company Data means information or documentation provided by or on behalf of the Company to Lenkie under this Agreement, including Financial Data
- De-Identified Data means data derived from Company Data or Personal Data or otherwise relating to Company and User use of the Services that has been anonymized, de-identified, or aggregated (as those terms are defined by applicable law).
- Dispute means any dispute, claim, or controversy between you and Lenkie that arises out of or relates to (i) this Platform Agreement (including any addenda hereto or other terms incorporated herein by reference), (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder, or (iii) any Services (including, without limitation, Beta Services)
- Feedback means all feedback, suggestions, ideas, or requests you submit or otherwise communicate to us by any means.
- Fees means charges we impose on you for use of Services or your Lenkie Account.
- Financial Data means Company's bank balance, transaction, and account information accessible to Lenkie through Linked Bank Accounts or Third-Party Services.
- Fines means all fines, fees, penalties, or other charges imposed by a regulatory authority arising from your breach or violation of this Platform Agreement any other agreements you have with Lenkie, any law, any regulation.
- Including means including, but not limited to.
- Linked Bank Account means any account that is held with a financial institution or that provides financial data and is linked to or otherwise authorized for use through your Lenkie Account.
- Nominated Bank Account means the Bank Account which will be debited payments based on an agreed instalment plan including any fees payable and subject to terms agreed as part of a Finance Agreement, Notice or Addendum to this agreement.
- Notice means any communication related to this Platform Agreement that is provided to you in accordance with Section 4.2. For the avoidance of doubt, a User Notification shall constitute Notice to Company if a copy thereof is sent by us to an Administrator in accordance with Section 4.2.
- Payment Network means each applicable Card Network, NACHA and the UK Direct Debit network.
- Pay Later means where we enable Company to pay Lenkie over 2 to 12 months for an invoice settled on behalf of Company to a Supplier.
- Pay Now means where we enable payment processing on behalf of a Supplier to enable Company to Pay via electronic funds transfer.
- Personal Data means data that identifies or could reasonably be used to identify a natural person.
- Platform Agreement or Agreement means this Lenkie Platform Agreement, as amended, and any terms, agreements and policies referenced herein, including any Lenkie Terms that are supplements or addenda to this Lenkie Platform Agreement.
- Primary User means the initial user submitting an application on behalf of a Company
- Prohibited Activities List means the list of prohibited business types and activities posted as Lenkie Terms as updated from time to time that may render Company ineligible for a Lenkie Account.
- Services means the services provided by Lenkie through your Lenkie Account, including Lenkie paying invoices on behalf of Company (but, for the avoidance of doubt, excluding Third-Party Services).
- Supplemental Terms means additional terms or policies to which we or a Third-Party Service Provider may require you to agree for access or use of certain Services.
- Supplier means the provider of an invoice issued to a Company and/or a partner of Lenkie who offer payment services via Lenkie.
- Third-Party Services means services and data provided by third parties connected to or provided through Services. Third-Party Services may (but will not necessarily) include accounting or expense management platforms (such as QuickBooks, Expensify, Xero, and NetSuite), payment processors and e-commerce platforms (such as Stripe), and applications used to monitor Linked Bank Accounts (such as Finicity). Each example is noted without limitation.
- Third-Party Service Provider means any provider of any Third-Party Service and an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through, the Services or your Lenkie Account.
- Lenkie or we mean Lenkie Technologies Limited. and its affiliates, unless otherwise stated.
- Lenkie Account means your corporate account with Lenkie that is used to access Services.
- Lenkie Data means all data developed or collected by Lenkie through the development or provision of Services or Third-Party Services, or generated or recorded by the Services.
- Lenkie Terms means the agreements posted at https://lenkie.com/terms-of-service/ (or a successor URL).
- Lenkie Property means the Services and related technology, including applications providing Users with access to the Services; Lenkie Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property rights in or to any of the foregoing.
- United Kingdom Entities meaning a limited company incorporated in England & Wales or Scotland.
- Users means any employees, contractors, agents, or other individuals who (i) are designated as users of the Lenkie Service by a Primary User via the Service and (ii) have accepted and agreed to be bound by the User Terms.
- User Notifications means communications from us to Users, as described in Section 4.2.
- User Terms means the terms of service presented by Lenkie to each potential User, which may consist of multiple agreements.