Terms of Service

1Acceptance

These Terms of Service (“Terms”) govern access to and use of Lennoy, a conversational commerce platform and AI commerce agent (the “Platform”), operated by Lennoy Limited (RC 9883764), a company incorporated under the laws of the Federal Republic of Nigeria (“Lennoy”, “we”, “us”).

By accessing this website, creating an account, connecting an Instagram, Messenger or WhatsApp business account, uploading a catalogue, training an AI employee, taking an order, receiving a payout, or otherwise using the Platform, you agree to be bound by these Terms, together with our Privacy Policy and any policies referenced here.

If you do not agree, do not use the Platform.

2Who we are, and what Lennoy is

Lennoy is a technology and automation service provider. We supply software: a digital employee that answers customers, sells, requests payment, and arranges delivery on your behalf.

We do not:

• sell goods or services to your customers;
• own, inspect, manufacture, store, package, or price the products you sell;
• act as your reseller, distributor, importer, exporter, agent, or food handler;
• control your sourcing, pricing, or fulfilment decisions;
• guarantee the authenticity, legality, safety, or quality of what you sell.

All transactions occur directly between you and your customer. We owe no fiduciary duty to you or to your customers, and nothing in these Terms creates a partnership, agency, franchise, employment, or joint venture between us.

We act solely as a technology provider, conversational commerce infrastructure provider, automation provider, and digital transaction facilitation system.

3Definitions

• Merchant — a business or individual that uses the Platform to sell products or services.
• Customer — a person who messages a Merchant, or buys from a Merchant, through a connected channel.
• Channel — an Instagram, Messenger, or WhatsApp business account connected to the Platform, and any storefront link we issue.
• AI Employee — the configured agent that answers, sells, requests payment, and arranges delivery in your Channels.
• Content — your catalogue, images, prices, descriptions, policies, promotions, and messages.
• Meta — Meta Platforms, Inc. and its Instagram, Messenger, and WhatsApp services.
• Payment Provider — a licensed payment institution or gateway integrated with the Platform.
• Settlement — the release of funds to a Merchant after transaction processing, delivery confirmation, and any risk or dispute review.
• Wallet — the prepaid balance from which usage of the AI Employee is deducted.

4Accounts and eligibility

• You must be at least 18 years old and able to enter into a binding contract.
• You must give truthful account, identity, and payout details, and keep them current.
• You are responsible for everything done through your account and your connected Channels, including actions taken by your AI Employee.
• Keep your credentials secure. Tell us immediately if you suspect unauthorised access.
• One business, one account, unless we agree otherwise in writing.

5Meta, Instagram and WhatsApp

Your use of the Platform is also subject to:

• the Meta Platform Terms and Developer Policies;
• the Instagram Platform Terms and Instagram Community Guidelines;
• the WhatsApp Business Terms of Service and WhatsApp Commerce and Messaging Policies;
• any other policy of a platform you connect.

You acknowledge that:

• approval, review, quality rating, restriction, suspension, and termination of your Meta business assets are controlled solely by Meta;
• message delivery, template approval, comment visibility, and account quality are not guaranteed by us;
• Meta may change its APIs, permissions, or policies at any time, and may restrict or remove access without notice to us;
• platform availability is outside our control.

We are not liable for Meta enforcement actions, WhatsApp or Instagram suspensions, message delivery failures, messaging limits, template rejections, quality-rating downgrades, or any decision Meta makes about your assets.

6Your responsibilities

You are solely responsible for:

• the legality, authenticity, safety, and compliance of everything you sell;
• food handling, preparation, storage, and contamination risk where you sell food;
• the accuracy of your catalogue, prices, promotions, claims, and descriptions;
• fulfilling orders, delivering what you promised, and supporting your customers afterwards;
• your tax, customs, and record-keeping obligations;
• holding every licence, permit, and approval your business needs.

You must review what your AI Employee says about your business. It is configured from the information you give it, and you remain responsible for the prices, promises, and claims it repeats.

7Prohibited uses

You may not use the Platform to sell, promote, distribute, or facilitate:

• counterfeit, pirated, or stolen goods;
• expired, contaminated, unsafe, or unlawfully traded food or medicine;
• regulated goods without a valid licence;
• anything misleading, deceptive, or fraudulent;
• weapons, narcotics, wildlife, sexual services, or anything prohibited by Meta’s policies or Nigerian law.

You may not use the Platform to:

• create fake orders or fake conversations, or test stolen cards;
• launder money, disguise the movement of funds, or run circular payment schemes;
• post fake reviews or coordinate manipulation of ratings;
• operate deceptive duplicate accounts, impersonate anyone, or forge documentation;
• evade our fraud, risk, or compliance controls, or probe or disrupt the Platform.

Breach may result in immediate suspension, frozen settlement, withheld payouts, permanent termination, and reporting to regulators or law enforcement — without notice or refund.

8Fees, trial credit and your wallet

• New merchants may receive a free trial period with a limited usage credit. The credit covers AI usage, not the price of goods or delivery.
• After the trial, AI usage is deducted from your prepaid Wallet at the rates published in the Platform.
• Wallet balances are prepaid, non-transferable, and not redeemable for cash. They are consumed by usage and are not refundable once consumed.
• Subscription plans, checkout fees, and delivery rates are those shown in the Platform at the time of the transaction, and we may change them on notice.
• You are responsible for any tax arising from your sales.

9Payments, payouts and settlement

Lennoy is not a bank, a payment processor, a deposit-taking institution, or a money transmission service. Customer payments are collected through licensed Payment Providers. Delivery is fulfilled by our logistics partner, which may be a separate legal entity within our group.

We are not responsible for:

• disputes between you and your customer, chargebacks, or reversals;
• banking delays, Payment Provider downtime, or failed authorisations;
• unauthorised payment activity that does not result from our negligence.

Payouts:

• settle to an account that belongs to you and matches your verified identity or registered business name;
• are not instant on customer payment — settlement may wait on delivery confirmation, dispute review, reserve requirements, or fraud screening;
• may be delayed, held, or reversed where risk, fraud, or a dispute exists;
• may have refunds, chargebacks, fraud losses, and penalties arising from your conduct deducted from your balance.

A negative balance may result in payout withholding, settlement suspension, or account restriction.

10Delivery, disputes and chargebacks

• You are responsible for the accuracy of the items you hand over, the address, and the package condition.
• Where we arrange delivery, we deliver what you hand us, to the address your customer gave. We do not open, inspect, or verify packages.
• We may withhold settlement pending delivery confirmation, require proof of delivery, or require a one-time code at handover.
• You are responsible for customer disputes and after-sales obligations relating to your products.

11Your AI employee and its limits

• The AI Employee is an automated system. It answers from the knowledge, catalogue, prices, and policies you give it, and from the conversation.
• It can be wrong. You must keep your product, price, stock, hours, and policy information accurate, and correct it when you see a mistake.
• It does not give legal, medical, financial, or professional advice, and it must not be configured to.
• Automated replies may be reviewed to improve accuracy for your account, as described in our Privacy Policy.
• We may rate-limit, pause, or adjust the AI Employee where it risks platform policy breaches, fraud, or harm.

12Platform integrity, fraud and AML

We may operate fraud-prevention, anti-money-laundering, and integrity systems, including device fingerprinting, IP and browser-signature analysis, anomaly detection, payment-velocity monitoring, sanctions screening, duplicate-account detection, and payout-risk scoring.

We may freeze balances, reverse settlements, cancel transactions, require further verification, delay settlement, hold funds, suspend accounts, or report suspicious activity where the law requires it.

You may not use the Platform for money laundering, disguised movement of funds, fake purchases, self-purchases, collusive activity, transaction inflation, or coordinated refund fraud.

13Account security and monitoring

• We may monitor sessions, devices, login locations, and activity for signs of account takeover or abuse.
• We may require verification or re-authentication, or temporarily lock an account, where risk is detected.
• You must not share credentials, and you must tell us promptly about suspected compromise.

14Sanctions and restricted jurisdictions

We may block sanctioned countries and persons, restrict corridors, deny transactions, reject settlements, and suspend accounts for compliance reasons. You may not use the Platform in violation of sanctions, export controls, or anti-money-laundering laws.

15Intellectual property

• We own the Platform, its software, its design, and our trademarks. You receive a limited, non-exclusive, non-transferable right to use the Platform while your account is in good standing.
• You own your Content. You grant us the licence needed to host it, process it, show it to your customers, and train your AI Employee on it.
• You confirm you have the rights to everything you upload.
• Tell us if you believe your rights are being infringed, and we will act.

16Availability and changes to the service

• We aim for continuous availability but do not guarantee uninterrupted service. Maintenance, provider outages, and Meta API changes can interrupt it.
• Some features are marked as beta or coming soon; they may change or be withdrawn.
• We may add, change, or remove features, and will give reasonable notice of material changes that affect your business.

17Suspension and termination

We may suspend, restrict, freeze, or terminate access immediately where:

• illegal activity or fraud risk is suspected;
• suspicious financial behaviour or AML concerns arise;
• a regulatory or Meta complaint is received;
• you breach these Terms or Meta’s policies;
• your activity creates legal, regulatory, or reputational risk to the Platform.

We may disable shops, catalogues, AI Employees, connected channels, payout functionality, and storefront links. You may close your account at any time. Where closure or suspension is risk-based, no refund is owed for unused Wallet balance arising from the risk.

18Disclaimers and liability

The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Lennoy Limited is not liable for:

• product defects, consumer injury, or illness arising from what you sell;
• counterfeit, illegal, or misdescribed goods;
• loss or damage in delivery caused by your packaging or description;
• disputes between you and your customer;
• fines, seizures, or arrests arising from your conduct;
• banking delays, Payment Provider failures, or unauthorised payment activity;
• Meta enforcement actions or platform changes;
• inaccurate, incomplete, or inappropriate replies generated from the information you supplied;
• business interruption, lost profit, or indirect, incidental, special, punitive, or consequential damages.

To the maximum extent permitted by law, our total aggregate liability to you is limited to the fees you paid us in the twelve months before the event giving rise to the claim. Nothing in these Terms limits liability that cannot lawfully be limited.

19Indemnity

You agree to indemnify and hold harmless Lennoy, its officers, employees, contractors, affiliates, and partners from claims, losses, damages, investigations, enforcement actions, and penalties arising from: what you sell; the Content you publish; your regulatory breaches; consumer harm; your fraudulent activity; money laundering; payment disputes; Meta or WhatsApp policy breaches; intellectual property infringement; and your breach of these Terms. This obligation survives termination.

20Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria.

Any dispute arising out of or relating to these Terms, the Platform, payouts, settlement, enforcement action, or account suspension shall be resolved by confidential arbitration in Lagos, Nigeria, under the Arbitration and Mediation Act 2023, before a single arbitrator. Each party waives any right to participate in a class, representative, or collective proceeding.

Where arbitration is not enforceable, the courts of Lagos State, Nigeria have exclusive jurisdiction.

21Changes to these terms

We may update these Terms. If a change is material, we will notify merchants by email or in the Platform before it takes effect. Continuing to use the Platform after that date means you accept the updated Terms.

22Contact

Questions about these Terms: support@lennoy.co. Our registered details are on the contact page.

AAddendum for merchants

This addendum applies to Merchants and prevails over conflicting sections.

A1. Independent contractor

You operate as an independent business. No partnership, agency, franchise, fiduciary, employment, or joint venture relationship exists between you and Lennoy.

A2. Representations and warranties

You represent and warrant that:

• everything you sell is legal, safe, authentic, and compliant;
• your licences and approvals are valid and current;
• nothing you sell violates Meta’s policies, sanctions law, or Nigerian law;
• your payout information is truthful and belongs to you;
• your activity does not involve fraud or money laundering.

A3. Risk assumption

You assume the commercial, legal, civil, criminal, regulatory, customs, and fraud-related risk associated with your business activities.

A4. Immediate enforcement

We may disable your shop, catalogue, AI Employee, connected channels, payout access, settlement access, and storefront links without notice where fraud, legal, compliance, AML, reputational, or operational risk is identified.