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End User Agreement

  • Approved on: 03 January 2021
  • Next Scheduled Review: 2022

Description

This End-user Agreement outlines the terms of service between Lean and End-users accessing the Lean Services via a Developer Application.

This End-user Agreement ("Agreement") is a legal and binding agreement between Lean Technologies Ltd, including its subsidiaries, related companies, and/or licensors (together hereinafter referred to as "Lean") and the End-user of the Lean Services (hereinafter referred to as "End-user", "you" or "your").

This Agreement governs your use of Lean's account aggregation services; and/or payment initiation services, both of which may include such services initiated through a Developer Application (as defined below), in each case delivered via application programming interfaces, software development kits, and any other services, content, tools and features as may be made available by Lean from time to time (collectively, the "Lean Services").

By using the Lean Services, you agree to be bound by the terms of this Agreement. This Agreement should be read alongside, and are in addition to, our General Terms of Use and our Privacy Notice (both accessible on the Lean Website). You should read the terms of this Agreement and each of these documents carefully to ensure you understand and agree to be bound by them.

In the event of a conflict between this Agreement and any other document provided to you by Lean, this Agreement shall take priority.

We can, and do, regularly make changes to this Agreement. We will post any amended agreement terms to our Website. If you continue to access and use Lean Services, your actions will indicate to us that you agree to be bound by those amended agreement terms.

If the End-user is a company, corporation, organisation or other legal entity ("Legal Entity"), then all provisions hereunder shall be applicable to such Legal Entity except where the context expressly provides otherwise. If End-user accesses and uses the Lean Services on behalf of a Legal Entity, End-user represents and warrants that End-user has the necessary capacity and authority to bind that Legal Entity to the terms of this Agreement.

1. DEFINITIONS

For the purposes of this Agreement, in addition to the capitalised terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them unless expressly stated otherwise:

"Account Data"

means information on one or more account(s) held by an End-user with a Financial Services Provider or with more than one Financial Services Provider, to which End-user consents to being accessed and may include the following data:

  • account details (including name, address, email, telephone number, account number, type, currency, balance); and
  • transaction details (including transaction amount, recipient, date, description, currency),
  • to the extent that such information is made available, in whole or in part, by the respective Financial Services Provider.

"API"

means application programming interfaces.

"Credential Information"

means personalised features, including username, password, access number, security questions and answers, token / one time password codes ("OTP") and multifactor information, provided by the Financial Institution to End-user for the purposes of authentication, including strong customer authentication and dynamic linking.

"Developer"

means the third-party owner or provider of the Developer Application.

"Developer Application"

means the web, desktop and/or other mobile application used or intended to be used by End-user, which allows End-user to access Account Data in a consolidated way and/or to initiate payment transactions via that Developer application.

"Developer Services"

means the services provided by Developer to End-user through the Developer Application.

"End-user Information"

means any personal data relating to End-user that is either (i) accessed, collected or generated from End-user's use of the Lean Services and/or access of the Website; or (ii) provided by Developer to Lean in connection with the provision of the Lean Services through a Developer Application; or (iii) provided by End-user to Lean when contacting and liaising with Lean by any relevant channel. For the avoidance of doubt, End-user information includes Financial Institution Account Data, Registration Information, Payment Order Data (if applicable), Credential Information and Session Information.

"Financial Institution"

means a legal entity engaged in the business of dealing with financial transactions, including banks, building societies, credit institutions, payment system providers, loan companies, mortgage companies, investment companies, utilities/bills providers and other financial service providers located worldwide.

"Financial Institution Account Data"

means Credential Information and Account Data.

"Financial Institution Services"

means services offered by Financial Institutions and/or their related third parties, including but not limited to access to APIs, online banking, online payments, online investments, account and/or file downloads, online bill payment facilities, and online trading.

"General Terms of Use"

means Lean's general terms of use governing the way in which you may access and use the Website.

"Payment Account"

means the Financial Institution online bank or payment account through which you will connect the Lean Services.

"Payment Order Data"

means the payment order data required to initiate a payment transaction including date, amount, currency, description and payee details.

"Privacy Notice"

means Lean's Privacy Notice accessible via the Website.

"Registration Information"

means the information submitted to Lean, such as End-user's name and email address, and mobile phone number, provided as part of the End-user account registration process, via webform, surveys or questionnaires.

"Session Information"

means the technical information collected by Lean for the duration of an End-user's interaction with the Lean Services and/or Website and stored in log files for the purpose of providing, maintaining, protecting and improving the Lean Services and meeting applicable regulatory, compliance and audit requirements. The Session Information may include the End-user's IP address, location information and device information (for example, browser type and version, operating system and version).

"Service Providers"

means any third-party service provider engaged by Lean in connection with the operation, maintenance and hosting of the Lean Services.

"Website"

means www.leantech.me and all attached domains and related mobile applications.

2. ABOUT US

Lean is a company incorporated in the Abu Dhabi Global Market (“ADGM”) in the United Arab Emirates ("UAE") and is authorised and regulated by the Financial Services Authority ("FSRA") to develop financial services within its Regulatory Laboratory (“RegLab”).

Lean reserves the right from time to time to partner with and/or outsource certain business activities to Service Providers.

Lean makes no representations or warranties as to the availability or suitability of the Lean Services for you.

3. USE OF THE LEAN SERVICES

3.1 You may access the Lean Services through the Website or via a Developer Application. You acknowledge that any products and services provided to you by a Developer Application are governed by a separate agreement between you and the Developer ("Developer Terms").

3.2 Whilst we will make reasonable efforts to provide the Lean Service, we reserve the right to review the provision of the Lean Service at any time. We do not guarantee the continuous availability of the Lean Services or Website and we give no guarantees as to the Website's speed, 'look and feel', or accessibility.

3.3 Lean has no responsibility for the products and services provided to you by a Developer or through a Developer Application. We are not liable for any information provided to you by a Developer and we will not be liable to you for any harm, damage or loss arising from your use of the products and services provided by a Developer or through the Developer Application.

3.4 The Lean Services allow you to obtain financial information from your Payment Account (account aggregation services) and to make online payments directly from your Payment Account (payment initiation services). The Lean Services may be accessed via a Developer Application.

3.5 The Financial Institution terms and conditions that apply to the Payment Account that you access through the Lean Services will remain in effect with your Financial Institution and this Agreement does not change those account terms.

3.6 Developers or other third parties may, however, charge you for products and services provided to you through a Developer Application that make use of the Lean Services provided under this Agreement. Developers and other third parties may pay us fees and other charges in connection with the services we provide to them.

3.7 By using the Lean Services you agree and acknowledge to Lean collecting, using, processing and storing End-user Information for the purpose of providing the Lean Services.

3.8 By using the Lean Services you agree and acknowledge that Lean may accept instructions from Developers acting as agent on your behalf, and/or Developers may accept instructions from Lean acting as agent on your behalf. In each case, you will either consent to the sharing of your Account Data ("End-user Data Consent") or you will be authorising the applicable party to initiate a payment on your behalf ("Payment Instruction") (together "End-User Instructions"). All Payment Instructions are irrevocable and unconditional and can only be cancelled or amended if we have not acted on it.

3.9 Lean will deal with and effect all accepted End-user Instructions in good faith and with due diligence. However, in doing so, we shall not be liable in respect of any negligence, wilful default or fraud by you.

3.10 Lean reserves the right not to act on any particular End-user Instruction, and/or to make further reasonable enquiries before acting on an End-user Instruction, where we consider it to be reasonably necessary to do so, including where:

3.10.1 an End-user Instruction cannot be verified to our satisfaction; or

3.10.2 acting on the End-user Instruction would result in a breach of this Agreement.

3.11 You hereby expressly authorise and permit Lean, in connection with the provision of the Lean Services, to use certain End-user Information in order to: (i) collect Account Data; (ii) reformat, organise, structure, alter and adapt End-user Information; (iii) create and provide hypertext links to Financial Institution(s) for the purposes of filling in captcha or answering security questions; (iv) access the Financial Institution Services using End-user Credential Information; (v) update and maintain the information in End-user's user account created in connection with the Lean Services, including performing offline updates (without End-user's interaction); (vi) address errors or service interruptions; (vii) enhance the type of data and services Lean can provide in the future; (viii) submit webforms with End-user credentials, create new requests with End-user credentials and store End-user credentials, personal information, PIN, one time passwords (OTP) and other login information and (ix) take such other actions as are reasonably necessary to perform the actions described in (i) through (viii) above, each in connection with the provision of the Lean Services.

3.12 End-user acknowledges and agrees that by using the Lean services, End-user represents and warrants that End-user is the legal owner of the Account Data and has the authority to appoint and does hereby appoint Lean as End-user's lawful agent with limited power of attorney to access End- user's Account Data and/or enable a Developer to aggregate the Account Data or initiate a payment transaction through the Developer Application.

3.13 End-user acknowledges and agrees that whilst Lean shall use its best endeavours to review, analyse and re-package the Account Data in a user-friendly and easily accessible format, Lean is not responsible for the completeness or accuracy of such Account Data.

3.14 In accordance with End-user Instructions received from you, you acknowledge that Lean or the Developer may use the Lean Services to initiate payment transactions on your behalf from your Payment Account via the Website or the Developer Application, as applicable. Lean will transmit the Payment Order Data corresponding to the applicable payment transaction from the Website or Developer Application to End-user's respective Financial Institution.

4. YOUR RESPONSIBILITIES

4.1 The rights granted by Lean to End-user under this Agreement are conditional upon End-user's compliance with its responsibilities set forth herein:

4.1.1 You are solely responsible for maintaining the confidentiality and security of the Credential Information that End-user uses to access the Lean Services.

4.1.2 You are solely responsible for your compliance with applicable laws, rules and regulations in the jurisdiction(s) in which you use the Lean Services and Lean hereby expressly disclaims any liability arising from your failure to do so.

4.1.3 You are solely responsible for ensuring that your use of the Lean Services does not violate any applicable account terms, policies, guidelines, regulations and restrictions placed on it by the applicable Financial Institution(s).

5. YOUR LIABILITY

5.1 You are responsible for all End-user Instructions given to Lean with respect to your access and use of the Lean Services (including through the Website or via a Developer Application). With respect to a Payment Account held by two or more individuals (a "Joint Payment Account"), each account holder is jointly and severally liable for any End-User Instruction received with respect to that Joint Payment Account.

5.2 If you believe an unauthorised End-user Instruction has been made in relation to the Lean Services, you should follow the instructions provided to you by your Financial Institution or Developer Application, or you may notify Lean as soon as possible.

5.3 You may be entitled to a refund of the incorrect or unauthorised payment from your Financial Institution provided that you notify them of the incorrect or unauthorised payment without delay. You must contact the relevant Financial Institution in the manner set out in the applicable account terms.

5.4 You should be aware that your Financial Institution may contact you directly (and not through Lean or the Developer Application through which you have accessed the Lean Services) if there is an issue with a payment order submitted through Lean for whatever reason (for example, if there are insufficient funds or an issue with your authorisation). You may need to resolve such matters directly with your Financial Institution.

6. USE OF PERSONAL DATA

6.1 Lean treats the protection of End-users personal data very seriously. Lean only collects personal data in the manner prescribed in our Privacy Notice and to the extent permitted by applicable law. For more information, please see our Privacy Notice.

6.2 You hereby acknowledge and agree that Lean has the right to make anonymised data based on or derived from End-user Information and combine the anonymised data with that of other users of the Lean Services in a way that does not identify you or any individual person. You further acknowledge and agree that Lean may use such anonymised aggregate data, both during the term of this Agreement and after its termination, for any purpose, including to:

6.2.1 provide, maintain, support and improve the Lean Services;

6.2.2 conduct analytical research, compile statistical reports and performance tracking;

6.2.3 develop and/or improving other Lean's services and products; and

6.2.4 share such anonymised aggregate data with the Service Providers, Lean's affiliates, agents or other third parties with whom Lean has a business relationship.

7. ACCESSING THE DEVELOPER SERVICES

7.1 You acknowledge that a Developer Application may access the Lean Services for the purpose of providing the Developer Services to you. In order to utilise a Developer Application, you hereby authorise Lean to share your Account Data with the applicable Developer and transmit it to the Developer Application. Moreover, you expressly accept and acknowledge that Developer may give certain End-user Information to Lean to use in connection with the Lean Services. By agreeing to the terms of this Agreement, you represent and warrant that you have the rights and mandate to provide such authorisation to Lean and the Developer.

7.2 End-user acknowledges and agrees that when using the Lean Services for the purpose of initiating a payment transaction through a Developer Application, the Developer will provide the Payment Order Data to Lean. Lean will transmit the Payment Order Data to the End-user's Financial Institution in order for the Financial Institution to execute the payment transaction and Lean will return execution status to the Developer.

8. INFORMATION FROM FINANCIAL INSTITUTIONS SERVICES

8.1 End-user acknowledges and agrees that: (i) Financial Institutions may not allow Lean access to Financial Institution Services; (ii) Financial Institutions may make changes to their Financial Institution Services with or without notice to Lean that may prevent or delay the access to the applicable Payment Account(s); and (iii) although Lean will try to "refresh" the Account Data, if the Account Data is not the most current from the Financial Institution Services, End-user's most recent transactions may not be reflected in the Account Data provided to End-user via the Lean Services on the Website or Developer Application.

8.2 Lean does not represent or warrant that the Account Data provided to End-user via the Lean Services will at all times be complete, accurate, error-free or up-to-date.

9. OUR LIABILITY

9.1 We are solely responsible for submitting End-User Instructions to Developer on your behalf correctly. If you believe we have incorrectly submitted a Payment Instruction, you must inform us within 60 days of the Payment Instruction to initiate a claim. Upon receipt and successful verification of the claim, we will liaise with the Developer to restore your Payment Account to the position it would have been in had the error not been made.

9.2 We are not liable for:

9.2.1 any acts, omissions, defaults or insolvency of and/or any Developer or designated Financial Institution from which you have selected a Payment Account to use the Lean Services;

9.2.2 any third party agreement (including Financial Institution account terms) which you have entered into in order to access the Lean Services, and to which Lean is not a party;

9.2.3 any error, lack of authenticity, lack of authorisation, insufficiency in any End-user Instruction or other communication or message received from you;

9.2.4 any other matter relating to the performance of duties or obligations or the exercise of rights under this Agreement by us and/or Developer;

9.2.5 any losses caused by circumstances beyond our control;

9.2.6 any indirect loss you may suffer as a result of our breach of the terms of this Agreement;

9.2.7 any negligence, wilful default or fraud by you; or

9.2.8 any loss resulting from the use of email or internet messaging or similar means of communication (including the risk of your confidential information becoming public).

10. REGULATORY DISCLOSURES

Lean is regulated by the Abu Dhabi Global Market Financial Services Regulatory Authority (FSRA) solely for the purpose of developing and testing innovative financial technology services within the Regulatory Laboratory (RegLab). Lean is only permitted to test its financial technology services with Developers who have expressly given their consent in writing to participate, and acknowledged the risks of participating in the test. The test is subject to a maximum period of two years within the RegLab. At the end of the test period, Lean will cease operations unless it receives the relevant approvals from the FSRA to continue operations outside the confines of the RegLab. A Developer may have limited recourse in the event of a failure or termination of the Lean services.

11. LIMITATION OF LIABILITY

11.1 End-user acknowledges and agrees that, to the maximum extent permitted by applicable law, Lean and its Service Providers shall not be liable for any direct or indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business revenue or investment, or other intangible losses, resulting from the use or inability to use the Lean Services or otherwise under or in connection with any provision of this Agreement. The above limitations apply even if Lean and its Service Providers have been advised of the possibility of such damages.

11.2 Notwithstanding any damages that End-user might incur for any reason whatsoever (including without limitation all damages referenced above and all direct or indirect damages), the entire liability of Lean and any of its Service Providers under this Agreement and End-user's exclusive remedy for all of the foregoing shall at all times be limited to a maximum of $100 (one hundred united states dollars).

12. DISCLAIMER OF WARRANTIES

12.1 You hereby acknowledge and agree that the Lean Services and any Account Data provided through the Lean Services is provided "as is" and "as available". Lean makes no express warranties or representations as to the quality and accuracy of the Lean Services and any Account Data provided through the Lean Services, and Lean disclaims all warranties, express, implied, or statutory of any kind to the maximum extent permitted by applicable law. Lean does not accept responsibility or liability for any use of or reliance on the Lean Services, or for any disruptions to or delay in the Lean Services.

12.2 In addition, Lean and its Service Providers do not make any representations as to the comprehensiveness, completeness, quality, error-free nature, compatibility, security, lack of viruses, data loss, accessibility, non-interference with or non-infringement of any intellectual property rights, or fitness for a particular purpose of the Lean Services and any Account Data provided through the Lean Services to the maximum extent permitted by applicable law. End-user acknowledges and accepts that any use of the Lean Services and Account Data provided through the Lean Services will be at End-user's sole risk.

12.3 If the applicable law does not allow the exclusion of some or all of the above warranties to apply to End-user, the above exclusions will apply to End-user to the fullest extent permitted by applicable law.

13. COMPLAINTS

13.1 If you have a complaint about the Lean Services, please email us at complaints@leantech.me so that Lean can investigate the circumstances for you. We will aim to deal quickly and fairly with any complaints you have about the Lean Services in accordance with our obligations under applicable law. Lean may, however, direct you to: a. your relevant Financial Institution if your complaint relates to the Financial Institution Services or involves an incorrect or unauthorised payment in accordance with paragraph 4 above; or the Developer Application through which you accessed the Lean Services, if your complaint relates to the products and/or services provided by the Developer.

13.2 Upon receiving your written complaint, we will promptly send you a written acknowledgement. If we are able to resolve your complaint on the same day we receive your complaint, we will communicate this to you in our acknowledgement. In the event your complaint cannot be resolved the same day, our Compliance Officer will acknowledge receipt of your complaint in writing as soon as possible, and no later than within 14 days of its receipt. We will also provide you with an overview of our complaint procedures and anticipated timeframe for resolution. We will always do our best to respond to your complaint and resolve it as soon as we can, but if you are not satisfied with our response you may be able to refer your complaint to the ADGM Financial Services Authority (“FSRA”). The FSRA can be contacted in writing to the FSRA or you can visit their website at https://www.adgm.com/operating-in-adgm/additional-obligations-of-financial-services-entities/enforcement/complaints.

A summary of our complaints handling procedures is available on request and free of charge by using the contact details above.

13.3 Lean is not responsible for any complaints or disputes about products and/or Developer Services provided by the Developer Application through which you accessed the Lean Services, other third parties, or your Financial Institution Services. You should settle these with the Developer, third party, or Financial Institution directly.

14. TERMINATION

14.1 You may terminate this Agreement at any time by ending your use of the Lean services.

14.2 We may terminate this Agreement with immediate effect, or suspend or limit your use of the Lean Service if you breach the terms of this Agreement.

14.3 Termination of this Agreement shall be without penalty to you, but shall be subject to completion of any outstanding Payment Instructions which we may cancel, at our discretion, if we are able to do so.

14.4 Upon termination, all rights granted to End-user under this Agreement are terminated. We retain End User Information for no longer than necessary to fulfil the purposes for which it was collected and used, as described in our Privacy Notice, unless a longer retention period is required or permitted under applicable law. As permitted under applicable law, even after you stop using the Lean Services, we may still retain your information (for example, if you still have an account with another Developer). However, your information will only be processed as required by law or in accordance with our Privacy Notice.

15. WAIVERS AND SEVERABILITY

15.1 Our failure to exercise or enforce any right or provision of this Agreement against the End-user shall not operate as a waiver of such right or provision.

15.2 If any provision of this Agreement is, for any reason, held to be illegal, invalid, void or unenforceable, the other provisions of this Agreement will be unimpaired and the illegal, invalid, void or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

16. GOVERNING LAW, JURISDICTION AND LANGUAGE

16.1 This Agreement and any non-contractual obligations arising out of or in connection with the Site shall be governed by and interpreted in accordance with the laws of England and Wales.

16.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by the ADGM courts and you agree to submit to the exclusive jurisdiction of the ADGM courts.

16.3 This Agreement is in English and all communications with you will be in English.