Juni Credit Facility Terms and Conditions

It is important that you read these terms and conditions (the “Agreement”) in full before accepting it. The Agreement is legally binding and, once accepted, the Business (by the “Business” we mean the legal entity that is applying for the Credit Facility under this Agreement) agrees to this Agreement, make the representations and warranties that it contains and will be expected to comply with all of its responsibilities under its terms.

  1. Introduction

The Credit Facility (as defined below) is a revolving credit line offered by Juni Capital Limited (“Juni”), a private limited company with registration number 13687134, and registered address at Suite 1, 3rd Floor 11 - 12 St James’s Square, London, SW1Y 4LB, United Kingdom. The Agreement set out the terms and conditions that apply to the Credit Facility. The Agreement form a separate agreement between Juni and the Business and is in addition to the Terms and Conditions (as defined below) and the Privacy Policy (as defined below) between the Parent (as defined below) and the Business that the Business agreed to as part of its onboarding to the Juni Platform (as defined below) and services.


The language used in this Agreement and in communication between the Business and Juni shall be English. A copy of this Agreement may be requested at any time.

  1. Representations and Warranties

By accepting this Agreement, the Business represents and warrants that as of the date of this Agreement and during the term of this Agreement:

  • The Business is a company duly incorporated, validly existing under the laws of the United Kingdom and has its place of business in the United Kingdom,
  • The Business has the power and authority to enter into and perform its duties and obligations under this Agreement and is not party to any contract or aware of any existing situation that would prevent the Business from entering into this Agreement and has taken all necessary action to authorise its execution and delivery of, and performance under, this Agreement,
  • The Business is entering into this Agreement wholly or predominantly for the purpose of a business carried on by it,
  • No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or threatened which, if adversely determined, would reasonably be expected to have a material adverse effect on the Business or the Business’ business and operations,
  • The Business is able to pay its debts as they fall due, has not suspended making payments on any of its debts or, by reason of actual or anticipated financial difficulties, has not commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness,
  • That it has read through and understands the full terms and conditions of the Agreement and acknowledges and agrees that neither Juni nor its Parent guarantees that the Credit Facility will be extended, 
  • Confirms that it has read, understood, agrees to and will comply with the Juni Card Terms and Conditions, and
  • That this Agreement is accepted and entered into by one or several authorised representatives of the Business. In the absence of such valid authorisation, Juni shall have the right to terminate this Agreement and require immediate repayment of any amounts extended to the Business under the Credit Facility.
  1. The Credit Facility

3.1 Fees and Interest

The fees and interest that apply to the Credit Facility are as follows:


Charges

Amount

Standard rate per year (variable)*

25%

Credit Facility fee

£0

Late payment fee

£12 the first time that Juni does not receive the invoiced amount on its due date


£40 each other time that Juni does not receive the invoiced amount on its due date


* Applicable if Juni does not receive payment in full on a payment due date (see further regarding payments in paragraph 4).


3.2 Business Credit Facility limit

Juni sets the Business’ Credit Facility limit on a discretionary basis, with regard to the same criteria it may use to determine a Business’ eligibility for the Credit Facility as set out in paragraph 3.3. Juni reserves the right to review and change the Business’ Credit Facility limit from time to time. The initial and from time to time approved Credit Facility limit of the Business will be presented to the Business in its account on the Juni Platform. 


If Juni changes a Business’ Credit Facility limit, Juni will notify the Business. However, if Juni reduces the Business’ Credit Facility limit based on an assessment of risk or the Business’ ability to repay, Juni has the right not to give the Business any notice beforehand if Juni thinks this would be inappropriate. Juni won’t reduce the Business’ Credit Facility limit to be less than the Business’ total outstanding balance, plus any transactions authorised but not yet charged to the Business’ Juni Account. 


If Juni approves an increase of a Business’ Credit Facility limit, Juni will give the Business notice and ask that the Business accepts the approved increase (unless the Business has asked for the increase). When the Business receives this notice, the Business can tell Juni to not increase its Credit Facility limit. The Business can also, at any time, tell Juni not to increase its Credit Facility limit at any time in the future or tell Juni that the Business wants to reduce its Credit Facility limit. Juni won’t increase the Business’ Credit Facility limit if Juni thinks that the Business can’t afford to make the repayments. 


3.3 Who can apply for the Credit Facility?

In order to apply for the Credit Facility, the Business must be (i) an existing customer of the Parent, with a valid Juni Account (as defined below), to which the Credit Facility will be connected; and (ii) be determined by Juni (acting in its sole discretion) to be eligible (see the paragraph below). The Credit Facility is not offered to sole traders, small partnerships or unincorporated associations or businesses, even if such person is an existing customer of the Parent. 


Juni reserves the full and exclusive right to in its own discretion determine if a Business is eligible for the Credit Facility. In assessing whether a Business is eligible for the Credit Facility, Juni may consider the Business’ circumstances and business model, its Juni Account usage and history (which the Business approves may be shared between Parent and Juni), information from other parts of Juni’s group, information that Juni receives from credit reports, the bank accounts that the Business has integrated to the Juni Platform, publicly available information and any other information that Juni consider to be relevant. 


3.4 How is the Business allowed to spend the Credit Facility?

3.4.1 The Juni Card

The Business needs to order or create physical or virtual Juni Cards (as defined below) through its Juni Account to spend Credit Facility funds. In addition to this Agreement and the Terms and Conditions, the Juni Card Terms and Conditions apply to the Business’ use of the Juni Card. 

3.4.2 Permitted spending

The Credit Facility may only be spent using the Juni Card for purchases of goods and services for business purposes and in accordance with the Terms and Conditions and the Juni Card Terms and Conditions. In addition, the Business may not utilise the Credit Facility for the following purposes:

  • To withdraw cash at an ATM,
  • To transfer funds from the Juni Account to which the Credit Facility is connected to (i) another Juni Account, or (ii) an account held with another financial institution,
  • To add funds to a payment instrument other than the Juni Card, or
  • To pay amounts that the Business may owe Juni.


Juni reserves the full and exclusive right to determine from time to time what constitutes “permitted spending”. Any breach of this paragraph 3.4.2 by the Business will allow Juni to suspend the Juni Card and/or terminate the Credit Facility and to demand immediate repayment of any amounts due by the Business under this Agreement.

3.4.3 Cashback

Permitted spending under the Credit Facility qualifies as eligible spending and will give the Business cashback per the from time to time approved level for the Business (as determined by Juni (acting in its sole discretion)).

  1. Payments

4.1 Full payment on the payment due date

The Business shall pay the full amount of spent funds under the Credit Facility during the preceding billing period on each payment due date. Juni will send the Business an invoice for Credit Facility funds spent by the Business during the preceding billing period according to the from time to time approved billing cycle presented to the Business in its account on the Juni Platform. The Business shall pay each invoice submitted to it within seven (7) calendar days of receipt unless Juni has approved other repayment terms for the Business (if so, such repayment terms will be presented to the Business in its account on the Juni Platform).


The Business shall pay the invoiced amount in accordance with the instructions contained in the invoice for value on the due date at the time and in such funds and currency as specified by Juni. Any fees related to late payment will be added to the Business’ subsequent invoice. Late payments may also affect the Business’ credit records.

Any payment which is due to be made on a day that is not a Banking Day (as defined below) shall be made on the next Banking Day in the same calendar month (if there is one) or the preceding Banking Day (if there is not).

4.2 How interest is charged

Juni will not charge any interest if the Business pays its current entire balance in full by each payment due date. If the Business does not clear the balance in full by the relevant payment due date, Juni will apply interest to the outstanding balance (in addition to late payment fees).


Interest is calculated on a daily basis and will be added to the Business’ account and invoiced to the Business on the following payment due date. This means that the Business generally pays interest on outstanding interest. Juni will not charge any interest on late payment fees that the Business may be charged. 


Interest continues to be charged on all outstanding balances until the Business pays off its balance or a court orders the Business to pay off its balance. This means that when an amount is overdue for payment, Juni continues to charge interest at the rate that applies to that particular balance. 

  1. Credit reports and ongoing monitoring

The Business agrees that Juni and Parent may, before and during the term of this Agreement, obtain credit reports and ownership information about the Business:

  • To evaluate the Business’ Credit Facility application,
  • To evaluate the Business’ Credit Facility limit,
  • To assess any exposure to anti-money laundering or countering terrorist financing, 
  • For ongoing monitoring purposes,
  • To conduct risk assessments, and
  • For other relevant business purposes. 


The Business further agrees that, all information it provides to Juni and/or Parent is accurate, true and not misleading in any respect and that it shall update Juni if there is a material change to any information it has previously provided. The Business further consents to Juni and Parent providing information about the Business (even if the Credit Facility application is declined) to credit reference agencies, agents or delegates where Juni and/or the Parent consider it reasonably necessary to do so.


Juni and Parent may, with open banking and the Business’ consent, request valid and authenticated access to the Business’ accounts with other financial institutions and may terminate the Credit Facility if the Business does not comply with a request for such access or re-authentication of such access.

  1. Changes that Juni may make

6.1 Changes to this Agreement

Juni may change, add or delete terms of this Agreement, including interest rates, fees and charges without the Business’ prior consent. Juni shall give the Business at least thirty (30) days’ prior notice before any such changes take effect.

  1. Termination of the Credit Facility

7.1 Termination by the Business

The Business may terminate the Credit Facility at any time by giving at least thirty (30) days’ prior written notice to credit@juni.co. Juni will send the Business an invoice of its total outstanding balance and payment is due in accordance with paragraph 4. This Agreement will continue in full force and effect until Juni has received full payment of any and all amounts owing by the Business, at which point it will then automatically terminate in full. 

7.2 Termination by Juni

Juni may terminate the Credit Facility with immediate effect and require immediate repayment of the Business’ outstanding balance if:

  • The Business has not complied with its payment obligations under this Agreement, 
  • Any information, representation or statement made or deemed to be made by the Business to Juni is or proves to have been incorrect or misleading when made or deemed to be made (unless otherwise remedied to the satisfaction of Juni), 
  • The Business has (or Juni reasonably believes that the Business has) abused, exploited, or otherwise engaged in any illegal activity or provided false or incorrect information in connection with this Agreement, 
  • Juni reasonably considers that the risk that the Business not paying the total outstanding balance owed under the Credit Facility has significantly increased, or
  • The Business becomes the target of any sanctions  administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority.


This Agreement and the Credit Facility shall be automatically terminated and the Business’ outstanding balance immediately repaid if it becomes unlawful for Juni to perform any of its obligations under this Agreement or to fund the Credit Facility.

  1. Breach of Agreement

The Business is in breach of this Agreement if it makes a late payment, does not comply with any other term of this Agreement or an Insolvency Event occurs. If the Business breaches this Agreement, Juni may:

  • Immediately request payment of the full amount due, 
  • Collect the full amount due from the existing balance of the Business’ Juni Account(s) and the Business consents to Juni collecting such due amounts in accordance with Juni’s set-off rights as set out in paragraph 12 below,
  • Take legal action to collect the amounts owed, and
  • Take any other action allowed, including, but not limited to, transferring or selling the debt owed by the Business to collection agencies.

Juni will charge the Business an amount to cover any reasonable costs or losses incurred by Juni or Parent if the Business breaks this Agreement, including, but not limited to, collection costs, court costs and reasonable attorneys’ fees (if applicable).

  1. Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of Juni, any right or remedy under this Agreement, including failure to act in respect of the occurrence of any default, shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement on the part of Juni shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

  1. Calculations and certificates

In any litigation, arbitration or other legal or formal proceedings arising out of or in connection with the Agreement, the entries made in the accounts maintained by Juni or Parent are prima facie evidence of the matters to which they relate.


Any certification or determination by Juni or Parent of a rate or amount under or in connection with this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.


If the Business disputes a certification or determination by Juni or Parent of a rate or amount under or in connection with this Agreement, the Business can at the Business’ expense require that such rate or amount is assessed by a Qualified Independent Third Party. Should the assessment identify an error, the relevant party shall make the relevant correcting payments or refunds.


Any interest or fee accruing under or in connection with this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days.

  1. Transfers

Juni may assign and/or transfer any of its rights and/or obligations (by way of novation or otherwise) to any other person. The consent of the Business is not required for any such assignment or transfer including as contemplated by this paragraph 11.


The Business shall not assign or transfer any of its rights and/or obligations (by way of novation or otherwise) to any other person.

  1. Set-off

Juni may set off any matured obligation due from the Business under or in connection with this Agreement (e.g., an invoice) against any matured obligation owed by Juni to the Business, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, Juni may convert either obligation using the market rate of exchange Juni uses in its usual course of business for the purpose of the set-off.


All payments made by the Business under this Agreement shall be calculated and be made without (and be free and clear of any deduction for) set-off or counterclaim.

  1. Notices

Without prejudice to any other provision of this Agreement, any communication, document or notice to be made under or delivered in connection with this Agreement may be made by email or other electronic means (including by way of posting to the Business’ account on the Juni Platform).


Any such communication, document or notice delivered via the Juni Platform will be effective and deemed delivered to the Business at such time as the communication, document or notice is uploaded to the Juni Platform.

  1. Partial invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

  1. Applicable law and jurisdiction

15.1 Applicable law

The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

The Business irrevocably agrees for the exclusive benefit of Juni that the English courts shall have exclusive jurisdiction over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or any non-contractual obligation arising out of or in connection with this Agreement and that accordingly any proceedings in respect of any such claim, dispute or matter may be brought in such courts. Nothing in this paragraph 14 shall limit the right of Juni to take proceedings against the Business in any other court of competent jurisdiction if necessary, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction or jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction or jurisdictions.

Appendix: Definitions

Banking Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.


Credit Facility” means the line of credit or lines of credit extended by Juni to the Business pursuant to this Agreement for utilisation with Juni Card(s), and if more than one line of credit is extended by Juni to the Business pursuant to this Agreement for utilisation with Juni Card(s), the term can reference one, any combination of, or all of the lines of credit, as the context so requires. The Credit Facility is connected to a Juni Account.


Insolvency Event” means any corporate action, legal proceedings or other procedure or step is taken in relation to:

  • the suspension of payments, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Business;
  • a composition, compromise, assignment or arrangement with any creditor of the Business;
  • the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Business  or any of its assets;
  • enforcement of any security over any assets of the Business; or
  • any analogous procedure or step is taken in any jurisdiction.


Juni Account” means the electronic money account provided by the Parent as a distributor of PayrNet Limited, a company incorporated and registered in England and Wales with company registration number 09883437 and whose registered address is at Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX, a company authorized by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 900594) for the issuing of electronic money.


Juni Card” means the virtual and physical Visa credit card connected to your Juni Account, issued by Payrnet Limited.


Juni Card Terms and Conditions” means the terms and conditions applicable to the use of the Juni Card.


Juni Platform” means Juni’s platform, domain and its main interface towards its customers where customers access Juni’s services, including, but not limited to, the Juni Account.


Parent” means Juni Technology AB, a private limited company with registration number 559248-0908, and registered address at Kungsportsavenyn 21, 411 36 Gothenburg, Sweden.


Privacy Policy” means the privacy policy, available at www.juni.co/privacy-policy. 


Qualified Independent Third Party” means an independent, international and leading firm of accountants which does not and has not acted as auditors of, or consultants to, any party.


Terms and Conditions” means the terms and conditions applicable to the use of Parent’s services, available at www.juni.co/terms-and-conditions.