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SPayLater Terms of Service

 
1.    Introduction
 
1.1    SPayLater is a service that allows Users to make payments due to Third Party Merchants under a Purchase Agreement on a deferred basis (the "Service" or “SPayLater”) and such deferred payments to be paid by the User to SeaMoney Singapore Private Limited (“SeaMoney”, “we”, “us” or “our”) (or its designated affiliate) as a result of the sale and assignment of payments (due to the Third Party Merchants) to SeaMoney. The User, Third Party Merchant and SeaMoney shall each be referred to as a “Party” and together as the “Parties”.
 
1.2    Please read the following Terms of Service (“Terms of Service”) carefully before participation in the Service and/or opening a SPayLater Account so that you are aware of your legal rights and obligations with respect to the Service and the Account.
 
1.3    YOU AGREE THAT YOUR CONTINUED USE AND PARTICIPATION IN THE SERVICE (WHETHER AS A USER OR A THIRD PARTY MERCHANT) OR OPENING OF AN ACCOUNT, SHALL CONSTITUTE YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICE AND/OR CONTINUE MAINTAINING AN ACCOUNT WITH SEAMONEY. YOU MUST BE OVER THE AGE OF 18 YEARS OLD OR THE RELEVANT "AGE OF MAJORITY" WHERE YOU LIVE TO OPEN AND OPERATE AN ACCOUNT.
 
1.4    The Service is offered by SeaMoney to Users and Third Party Merchants through Shopee. These Terms of Service constitute the legal agreement set forth between you, either as a User or Third Party Merchant, and SeaMoney. You agree to be bound by these Terms of Service and that we have the right to amend or vary the terms and conditions herein from time to time without requiring your consent and without prior notice. All amendments or variations to the terms and conditions herein are effective upon publication on the website of Shopee.
 
1.5    We reserve the right to change, modify, suspend or discontinue all or any part of the Service at any time or upon notice as required by the applicable laws. Your continued use of the Service, or your opening of an Account, shall be deemed as an irrevocable acceptance of these Terms of Service and any such revisions. We reserve the right at all times, at our sole discretion, to change, modify, suspend or discontinue any portion of the Service, including payment methods, temporarily or permanently, without notice to you or without giving any reason. We may release the Service or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. We may also impose limits on certain features or restrict your access to parts of, or the entire, Service in our sole discretion without notice or liability. We reserve the right to refuse to provide you access to the Service or to allow you to open an Account for any reason.
 
1.6    You agree and acknowledge that the Service does not constitute a loan, financing or credit facility of any kind whatsoever provided by SeaMoney and/or its affiliates.
 
2.    Definitions
 
2.1    For the purpose of these Terms of Service, the following definitions shall apply:
 
“Account” means a SPayLater account opened and maintained by a User.
 
“Combined Payments” means the use of both SPayLater and another payment method (such as PayNow, credit card/debit card or ShopeePay) to cover the Sale Price under any given Purchase Agreement.
 
“Fee” means any fees charged by us to you in consideration of our provision of the Services and as further outlined under these Terms of Service, including but not limited to the Late Fee, Processing Fee, Handling Fee and Repayment Fee.
 
“GST” means the goods and services tax chargeable under the Goods and Services Tax Act (Cap. 117A).
 
“Handling Fee” means any fee charged by us to you (as prescribed under these Terms of Service) based on costs incurred by us in our facilitation of manual repayments made to your outstanding balance using card payments, including without limitation credit and debit cards.
 
“Late Fee” means any fee charged by us to you (as prescribed under these Terms of Service) in the event you are unable to meet your repayment obligations to us under these Terms of Service.
 
“Processing Fee” means any fee charged by us to you (as prescribed under these Terms of Service) in consideration of your use of the Services.
 
“Purchase Agreement” means an agreement between a Third Party Merchant and a User for the sale and purchase of products through any medium or channel (including but not limited to, online transactions through Shopee and/or offline transactions at physical locations).
 
“Purchase Receivable” means the rights, title and interest to the Receivable Amount owed by the User to the Third Party Merchant under a Purchase Agreement, and includes the rights to determine all requests for refunds or replacements in respect of the corresponding product to such Receivable Amount.
 
“Receivable Amount” means the Sale Price that remains owing and which has not been paid by the User to the Third Party Merchant on the date of purchase of the relevant product and is payable by the User to the Third Party Merchant.
 
“Sale Price” means the sale price of the relevant product that was sold under the relevant Purchase Agreement at the time of its purchase, including any GST and delivery costs, and deducting any applicable vouchers, discounts or e-gift cards.
 
“Shopee” means the online e-commerce platform operated by Shopee Singapore Private Limited, an affiliate of SeaMoney.
 
“Shopee Customer Service” means the customer service team of Shopee that is contactable through the website of Shopee or such other medium or channels provided by Shopee.
 
“Shopee Terms of Service” means the terms of service governing the use and participation on Shopee by a User and Third Party Merchant, as may be amended, modified or supplemented from time to time and which is accessible at the website of Shopee.
 
“ShopeePay e-Wallet” means the stored value facility issued by ShopeePay Pte. Ltd., an affiliate of SeaMoney, to allow a User to use the services made available through the facility, including payment services on Shopee.
 
“Third Party Merchant” means a merchant providing products for purchase to a User (including, but not limited to, products sold by sellers on Shopee and products sold by merchants at physical locations).
  
“User” means a user of the Service and who is also a user of Shopee.
 
2.2    Where the expressions “you”, “your” or any other derivatives of such term, are used in these Terms of Service, such expression shall refer to either a User or Third Party Merchant as applicable.
 
3.    Application and Participation of Users in SPayLater
 
3.1    A User may participate in the Service by requesting to open an Account through Shopee. The User agrees that the opening of an Account is conditional on the following:
 
(a)    The User shall provide all information required by SeaMoney to allow SeaMoney to assess the User’s eligibility for the Service. Users must ensure that all relevant income information provided to SeaMoney relating to the User remains up-to-date, and agrees to keep SeaMoney promptly updated in the event of any significant income changes. Users acknowledge and agree that SeaMoney may recalibrate a User’s limit for purchases made using the Service upon receiving any such information at the sole discretion of SeaMoney.
 
(b)    The User acknowledges and agrees that all information provided by the User, including any personal data of the User, will be utilised by SeaMoney or any of its designated affiliates or any other third parties for:
 
(i) processing of the User’s application for the Service and all its related products and/or services for risk assessment and verification purposes; and 
 
(ii) carrying out necessary collection activities to collect outstanding sums from the User (including any disclosure to third-party debt collectors).
 
(c)  By submitting any information to SeaMoney, the User hereby consents and authorises SeaMoney to obtain and verify any information which we may require in connection with your application for the Service and any of its products and/or services, and to review the User’s existing account with us or any of our affiliates by any third party, including the credit bureau or reference agencies and authorised parties by SeaMoney to assist with collection of payment pursuant to the Service.
 
(d)    The consent and authorisation of the User herein will extend to any information obtained from any other account(s) presently maintained by the User with us or any of our affiliates, any new application for any form of services rendered or products provided by us, and historical financial or credit records, data or information whether or not provided personally or by any other sources relating to you which was collected, received, captured, compiled, secured and/or obtained by us through or by whatever means, methods or forms.
 
3.2    The User may only open an Account and participate in the Service upon satisfaction of the obligations provided in these Terms of Service and such other conditions and/or requirements as SeaMoney may specify and impose from time to time.
 
3.3    SeaMoney shall have the right to determine at its sole and absolute discretion if a User may qualify to open an Account and use the Service. SeaMoney may at its sole and absolute discretion impose any conditions, limitations or restrictions on the User’s participation in the Service without any liability to you, including but not limited to:
 
(a)    imposing a limit on the User for purchases made using the Service;
 
(b)    imposing a limit on the minimum or maximum purchase amounts made by the User using the Service;
 
(c)  limiting the types of goods and services that may be purchased by the User through participation in the Service; and/or
 
(d)    imposing an eligibility criteria on certain instalment plans and/or tenure of such plans.
 
3.4    SeaMoney (or its designated affiliate) will notify the User of the outcome of the User’s application to open an Account. Upon acceptance by SeaMoney of the User’s application to open an Account and participation in the Service, the User shall provide his / her credit or debit card details via Shopee that will be linked to the Account.
 
3.5    Without prejudice to Clause 1.5 and without limitation, you acknowledge and agree that we may disable or limit your access to our Services and/or suspend your Account in any of the following events:
 
(a)    where you have any overdue payments due to SeaMoney and/or Shopee at any time;
 
(b)   where you remove all credit and/or debit cards linked to your Account at any time for any reason;
 
(c)    in the event you do not pass any of our internal fraud or risk checks (as designated by us from time to time at our sole and absolute discretion) pertaining to our Services; or
 
(d)    where you otherwise fail to meet any financial obligation due to SeaMoney and/or Shopee at any time for any reason.
 
4.    Participation of Third Party Merchant in SPayLater
 
4.1    The Third Party Merchant agrees that it shall offer SPayLater as a payment option in respect of the sale and purchase of products under a Purchase Agreement between the Third Party Merchant and a User.
 
4.2    The User and Third Party Merchant agree that the offer of SPayLater by a Third Party Merchant as a payment option under a Purchase Agreement shall be subject to such limits, restrictions or further conditions on the User and/or Third Party Merchant’s use and participation in the Service, as may be imposed by SeaMoney from time to time, including but not limited to the following:
 
(a)    the User does not have any overdue payments due to SeaMoney or Shopee;
 
(b)    the User’s account on Shopee has not been suspended by Shopee;
 
(c)    purchase by the User under the Purchase Agreement satisfies the conditions imposed on the User pursuant to Clause 3.3;
 
(d)    the Third Party Merchant complies with any operational requirements notified by us in relation to the offer of SPaylater as a payment option (including, but not limited to, the use of a prescribed QR code): and/or
 
(e)    the Third Party Merchant is not blacklisted by Shopee.
 
4.3   There shall be no charges levied by the Third Party Merchant on a User for the offer of SPayLater as a payment option under a Purchase Agreement between the Third Party Merchant and a User, unless otherwise agreed with a User in writing.
 
4.4    A Third Party Merchant shall be solely and fully liable for the sale and supply of the relevant product under a Purchase Agreement. SeaMoney is not a party to the sale and purchase of the relevant product under a Purchase Agreement. The provision of the Service shall not be treated as SeaMoney being in the business of creating, manufacturing, selling, reselling, controlling, managing, offering, delivering, supplying or producing the product subject of a Purchase Agreement.
 
5.    Sale and Assignment of Receivable Amount under Purchase Agreement
 
5.1    Subject always to the acceptance of SeaMoney and the terms and conditions herein, when a User elects to use the SPayLater service as the payment option for a purchase under a Purchase Agreement with a Third Party Merchant, the Third Party Merchant as the sole legal and beneficial owner of the Purchase Receivable, agrees to irrevocably and unconditionally sell and assign the Purchase Receivable to SeaMoney, and the User consents to such sale and assignment of the Purchase Receivable. In consideration of such sale and assignment of the Purchase Receivable to SeaMoney pursuant to this Clause, SeaMoney shall pay (or shall procure its designated affiliate to pay) the Third Party Merchant an amount equivalent to the Receivable Amount less any applicable Fees due from the Third Party Merchant to SeaMoney as SeaMoney may notify the Third Party Merchant, and any other amounts owing by the Third Party Merchant to SeaMoney under this agreement. Applicable Fees may depend on the Third Party Merchant’s participation in one or more programmes offered by SeaMoney, and applicable Fees may apply for Purchase Agreements made with the use of Combined Payments. Payment of the consideration to the Third Party Merchant shall be made within the time period specified in Clause 12 of the Shopee Terms of Service or such other period as SeaMoney may notify the Third Party Merchant from time to time.
 
 
5.2    SeaMoney shall have the right to accept or reject the sale and assignment of a Purchase Receivable under a Purchase Agreement without providing any reasons whatsoever. The User and Third Party Merchant shall be notified of the acceptance or rejection of the User’s election to use the SPayLater service and the sale and assignment of the Purchase Receivable under a Purchase Agreement.
 
5.3    With effect from the Third Party Merchant’s sale and assignment of the Purchase Receivable in accordance with Clause 5.1, all the Third Party Merchant’s interest in that receivable and all subsisting rights (including the rights to receive payment under the receivable) and all remedies for enforcing that receivable shall vest in SeaMoney and the Third Party Merchant shall have no rights, title, interest, claim or anything whatsoever to the Purchase Receivable and shall make no claim whatsoever in respect thereof.
 
5.4    In the case of an acceptance where SeaMoney agrees to purchase a Purchase Receivable under a Purchase Agreement from the Third Party Merchant, the User and Third Party Merchant agree that the Third Party Merchant appoints and authorises SeaMoney (or any designated affiliate of SeaMoney) to act on behalf of the Third Party Merchant to notify the User of the sale and assignment of the Purchase Receivable to SeaMoney, whether through Shopee or through any other platform or medium. Such notification shall serve as a notice by the Third Party Merchant to the User that such Purchase Receivable has been assigned to SeaMoney and that the User shall make the relevant payments under the Purchase Receivable to SeaMoney (or its designated affiliate) in accordance with the repayment options provided in Clause 6 below.
 
5.5    In the case of a rejection where SeaMoney does not agree to purchase the Purchase Receivable under a Purchase Agreement, the User shall select other payment options to complete the sale and purchase of the relevant product under the Purchase Agreement. SeaMoney shall not be considered to be a party to such transaction.
 
6.    Processing Fees
 
Up to 1%* per month of total Sale Price for all tenures, with a maximum tenure of 12 months.
*Exact % may be lower depending on the Third Party Merchant and other factors to be determined at sole discretion of SeaMoney. The fee amount will be notified to you prior to checkout.
 
6.1    The Processing Fees outlined under this Clause 6 will be applied to the relevant total Sale Price of each Purchase Agreement for which the Services are used.
 
(a)    You shall pay such Processing Fees in equal monthly instalment payments in accordance with Clause 7.1(b), together with the instalment payment for the outstanding amounts due to SeaMoney as a result of the sale and assignment of the Purchase Receivable under such Purchase Agreement.
 
(b)    For the avoidance of doubt, in the event of any successful request by you for a refund or return of products which are sold on Shopee:
 
(i) (where the request is accepted prior to your confirmation on Shopee of the receipt of the products) the Processing Fees shall no longer be payable to SeaMoney; or
 
(ii) (where the request is accepted after your confirmation on Shopee of the receipt of the products) the Processing Fees shall nevertheless remain payable to SeaMoney.
 
(c)    You acknowledge that we may amend the Processing Fees at any time without notice or liability to you and at our sole discretion. For the avoidance of doubt, Processing Fees may be applicable for Purchase Agreements made with the use of Combined Payments.
 
7.    Repayment Options
 
7.1    You have two (2) repayment options available for payment of the outstanding amounts due to SeaMoney as a result of the sale and assignment of a Purchase Receivable under a Purchase Agreement:
 
(a)    One-off Payment:
A User may select a one-off payment option, where the User will pay for the total outstanding amount due under the Purchase Receivable on a deferred basis in one single consolidated interest-free payment on the due date provided in the Monthly Statement (as defined below).
 
(b)    Instalment Plan:
i.    Subject always to our prior approval at our sole discretion, you may select an instalment plan (as provided under these Terms of Service) to repay any outstanding amounts in instalments. Any outstanding amounts (inclusive of any Processing Fees, where applicable) due to SeaMoney must be paid on a deferred basis in equal monthly instalment payments. The monthly payment for each instalment plan shall be due and payable by the due date provided in your Monthly Statement.
 
ii.    In the event any payment is made in excess of the instalment due, the User acknowledges and agrees that such excess shall be allocated for the next month’s instalment.
 
iii.    The User may request for an early settlement of the instalment plan, subject to the agreement of SeaMoney in its sole discretion.
 
7.2    Users shall indicate their preferred repayment option under the SPayLater service, subject to approval of SeaMoney.
 
7.3    Once the User has selected the repayment option, the User shall be bound by the terms of the repayment option selected by the User and any other terms and conditions as may be advised by SeaMoney from time to time. The User may not amend or vary its selected repayment option to another repayment option.
 
7.4    SeaMoney shall (or shall designate an affiliate to) provide the User with a monthly statement on the first day of the month with details of the User’s purchases for the previous month under all relevant Purchase Agreements which are to be paid using the Service and the Purchase Receivables of which have been sold and assigned to SeaMoney pursuant to Clause 5.1, including details on the aggregated sums owed by the User to SeaMoney and/or any applicable Fees and/or taxes (“Monthly Statement”). The Monthly Statement shall be provided to the User through Shopee or such other medium, method or manner as SeaMoney may determine.
 
7.5    The User shall make automatic repayments for each instalment via credit card, debit card or ShopeePay e-Wallet.
 
7.6    The User may make manual repayments via the following payment methods and channels:
(a)    ShopeePay e-Wallet;
(b)  Credit and Debit Cards, with a Handling Fee of SGD 1 charged per relevant manual bill repayment;
(c)    PayLah or PayNow; or
(d)   such other payment channels as SeaMoney (or its designated affiliate) may notify the User from time to time.
 
The User shall indicate his or her preferred payment option on Shopee. The User shall provide true, accurate, current and complete information relating to his or her preferred payment method and channel.
 
7.7    All amounts set out in each Monthly Statement shall be due and payable by the User to SeaMoney on the due date indicated in the Monthly Statement which shall be at least the 10th day of the month or any other dates as notified by SeaMoney from time to time.
 
7.8    The User agrees that SeaMoney may appoint an affiliate or any other third party as its collection agent for the collection and recovery of all amounts due and owing by the User to SeaMoney pursuant to the Service.
 
7.9    The User hereby agrees, authorises and instructs SeaMoney (or its designated affiliate or any other authorised third party) to initiate the recurring credit card or debit card transactions pursuant to such election on the relevant due dates indicated on the relevant Monthly Statement.
 
7.10    The User agrees to be bound by all terms of the credit or debit card issuers, payment processors, payment schemes or networks and financial institutions providing or related to the payment method and channel elected by the User.
 
8.    Late Repayment Fee and Recovery of Outstanding Sums
 
8.1    SeaMoney may charge a Late Fee of SGD 5 per month on any unpaid or outstanding amounts for each relevant month to a User who fails to repay the amount specified in the Monthly Statement before the due date. You agree and acknowledge that SeaMoney reserves the right to revise the Late Fee from time to time at its sole discretion without notice or any liability to you. No GST will be imposed on the Late Fee, however in the event that SeaMoney becomes GST-registered, the User agrees that the User shall, unless otherwise indicated by SeaMoney, bear all applicable GST on the Late Fee.
 
8.2    The User acknowledges and agrees that the User’s Shopee Account may be blocked, frozen or otherwise limited in function at any time and at our sole and reasonable discretion, and without any liability to you, in the event you fail to meet any of your financial obligations to us at any time, including (without limitation) the timely and full payment of all outstanding amounts as set out under your relevant Monthly Statement.
 
8.3    In the event of any delay or failure by the User to make repayment by the due date as provided in Clause 7.7, the User acknowledges and agrees that SeaMoney has the right to collect the instalment payment along with any Late Fees (and such other charges as SeaMoney may notify the User from time to time) from the User, either through a third party and/or the relevant authorities to the extent as permitted by the prevailing laws and regulations in Singapore.
 
8.4    The User shall not remove the credit card or debit card linked to their Account for so long as there are any amounts due to SeaMoney and which remain unpaid or outstanding.
 
9.    Refunds and Returns
 
9.1    In the event a User wishes to request for a refund or return of the products subject of a Purchase Receivable purchased and assigned to SeaMoney, such request shall be made by the User to the Third Party Merchant directly. SeaMoney hereby delegates to the Third Party Merchant all rights to determine any requests for refunds or returns in respect of the products subject of a Purchase Receivable which has been purchased and assigned to SeaMoney.
  
9.2    Where a User’s request for refunds or returns has been accepted by the Third Party Merchant, the Third Party Merchant shall pay an amount equal to the applicable refund to SeaMoney (or its designated affiliate). Any refund or returns accepted by the Third Party Merchant after the User has paid the Purchase Receivable (or any part thereof) to SeaMoney shall not result in or enable a clawback by the User of any part of the Purchase Receivable paid to SeaMoney.
 
9.3    The User and Third Party Merchant agree that SeaMoney (or its designated affiliate) shall act in its capacity as a disbursement agent of the Third Party Merchant, to disburse and apply the amount received from the Third Party Merchant for the benefit of the User in the following manner for the User:
 
(a)    firstly, set-off any subsequent instalment payment owed by the User under Clause 6.1(b) (if any); and
 
(b)    secondly, if there is any remaining amount after the set-off applied in sub-paragraph (a) above, to transfer the remaining amount to the User by crediting the equivalent stored value amount in the User’s ShopeePay e-Wallet. Where the User does not maintain a ShopeePay e-Wallet, the User shall be entitled to request for the remaining amount to be encashed to the User by contacting the Shopee Customer Service.
 
10.    Third Party Merchant Covenants
 
10.1    Where you are a Third Party Merchant, you agree and undertake to, upon request by SeaMoney, do such acts and execute all such forms, agreements, deeds and documents and instruments as may be necessary or expedient to enable SeaMoney to exercise the rights, remedies and powers conferred on SeaMoney under this agreement, or in respect of the Purchase Receivables assigned to SeaMoney under this agreement, or to protect the interest of SeaMoney under this agreement, including taking or joining any proceedings to demand, sue for and/or recover the whole or any part of the Purchase Receivables and other sums assigned to SeaMoney.
 
10.2    Where you are a Third Party Merchant, you agree and undertake not to do, or omit to do, anything which enables a User to deny payment of all or any part of the Purchase Receivable for any reason or to cause the User to be entitled to any right of set-off, counterclaim, deduction, withholding or defence to the full payment of any Purchase Receivable (or any portion thereof), other than any refund or returns of the corresponding product made in accordance with Clause 9.
 
10.3    Where you are a Third Party Merchant, you agree and undertake not to assign, create or permit to subsist any security or encumbrance over the Purchase Receivable to any other party.
 
11.    Disclaimers
 
11.1    THE SERVICE IS PROVIDED BY SEAMONEY TO THE USER AND THIRD PARTY MERCHANT "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SEAMONEY OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEAMONEY DOES NOT WARRANT THAT THE SERVICE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT SHOPEE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
 
11.2    THE USER AND THIRD PARTY MERCHANT, EACH, ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
 
11.3    SEAMONEY HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF PRODUCTS PAID USING THE SERVICE OR ANY PRODUCTS PURCHASED ON SHOPEE; OR (B) THE ABILITY OF THIRD PARTY MERCHANTS TO SELL ITEMS OR OF USERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE BETWEEN A USER AND A THIRD PARTY MERCHANT, SUCH USER AND THIRD PARTY MERCHANT AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE SEAMONEY AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.
 
12.    Exclusions and Limitations of Liability
 
12.1    TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL SEAMONEY BE LIABLE TO ANY USER OR THIRD PARTY MERCHANT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:
  
(a)    LOSS OF USE;
 
(b)    LOSS OF PROFITS;
 
(c)    LOSS OF REVENUE;
 
(d)    LOSS OF DATA;
 
(e)    LOSS OF GOOD WILL;
 
(f)    FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
 
(g)    ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SHOPEE OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF SEAMONEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  
12.2    THE USER AND THIRD PARTY MERCHANT, EACH, AGREE AND ACKNOWLEDGE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUANCE OF YOUR USE OF THE SERVICE.
 
12.3    IF, NOTWITHSTANDING THE PREVIOUS CLAUSES, SEAMONEY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO ANY USER OR THIRD PARTY MERCHANT (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO ANY USER OR THIRD PARTY MERCHANT IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE BY YOU PURSUANT TO YOUR ACCOUNT RELATED TO THE PARTICULAR CLAIM; OR (B) S$100 (ONE HUNDRED SINGAPORE DOLLARS).
 
12.4    NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY TO ANY USER OR THIRD PARTY MERCHANT FOR DEATH OR PERSONAL INJURY CAUSED BY SEAMONEY’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF SEAMONEY THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.
 
13.    Representations and Warranties
 
13.1    Each User and Third Party Merchant represents and warrants that:
 
(a)    the User and Third Party Merchant (where applicable) possesses the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms;
 
(b)    the User and Third Party Merchant will use the Service for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations;
 
(c)    the legal agreement set forth in the Terms of Service shall constitute the User and Third Party Merchant’s legal, valid and binding obligations;
 
(d)    all acts, conditions and things which are required to be done for or in connection with the execution, delivery, performance, legality or enforceability of the Terms of Service have been done and performed in strict compliance with all applicable laws and regulations;
 
(e)    there is no material adverse change to the User or Third Party Merchant’s financial condition or other conditions which will materially affect the User or Third Party Merchant’s ability to perform your obligations under the Terms of Service;
 
(f)    the acceptance of the Terms of Service and performance of any of the obligations contemplated herein will not contravene or constitute a default under any provision contained in any agreement, instrument, law, judgment, order, licence, permit or consent by which the User or Third Party Merchant is bound or affected by; and
 
(g)    all factual information contained in or provided by or on behalf of the User and Third Party Merchant in respect of or in connection with the Service is true and accurate in all respects.
 
13.2    The representations and warranties in Clause 13.1 are deemed repeated each time the User elects to use the Service as a payment option under the Purchase Agreement, and each time the Third Party Merchant sells and assigns the Purchase Receivable to SeaMoney.
 
13.3    The User and Third Party Merchant acknowledge that SeaMoney has entered into the Terms of Service in full reliance on the representations and warranties in Clause 13.1.
 
14.    Fraudulent or Suspicious Activity
 
14.1    If SeaMoney, in its sole discretion, believes that any User or Third Party Merchant may have engaged in any potentially fraudulent or suspicious activity and/or transactions, SeaMoney shall be entitled to take any action to protect the interests of SeaMoney, or to protect SeaMoney, other Users or Third Party Merchants, other third parties from any Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions which SeaMoney may take include but are not limited to:
 
(a)    closure, suspension, or limitation of access to your Account or the Service, and/or suspension of the processing of any transaction;
 
(b)    holding, applying or transferring the funds in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by a competent court or elsewhere and directed to SeaMoney or any of its affiliates;
 
(c)    refusing to provide the Service to you now and in the future; and
 
(d)    holding your funds for a period of time reasonably needed to protect against the risk of liability to SeaMoney or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.
  
14.2    For the purposes of this Clause 14:
 
"Chargeback" means a request that a User files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
 
"Claim" means a challenge to a payment that a User or Third Party Merchant files directly with SeaMoney, Shopee or any other affiliate of SeaMoney.
 
"Reversal" means the reversal of a payment by SeaMoney (or its designated affiliate acting as collection agent of SeaMoney) because (a) the payment is invalidated by the sender's bank, (b) the payment was sent to you in error by SeaMoney (or its designated affiliate), (c) the sender of the payment did not have authorisation to send the payment (including (but not limited to) the event where the sender used a stolen credit card to send the payment), (d) you received the payment for activities that violated these Terms of Service or any other SeaMoney or its affiliates’ policy, or (e) SeaMoney or its affiliates make(s) a decision on a Claim against you.
 
15.    Indemnity
 
15.1    You hereby agree to indemnify, defend and hold harmless SeaMoney, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on Shopee and/or in relation to the use of the Service, or any dispute in relation to such transaction, (b) the hosting, operation, management and/or administration of the Service by or on behalf of Shopee, (c) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (d) your use or misuse of the Service, (e) your breach of any law or any rights of a third party, or (f) any content uploaded by you.
 
16.    Termination
 
16.1    SeaMoney may immediately terminate these Terms of Service, without prior notice if:
 
(a)    the User or Third Party Merchant breaches the Terms of Service;
 
(b)    the User or Third Party Merchant’s Shopee account or SPayLater Account is suspended;
 
(c)    the User is bankrupt, or any step or action is taken to place the User into bankruptcy;
 
(d)    the User fails to pay the amount due in the Monthly Statement by the Due Date;
 
(e)    the User dies or is of an unsound mind;
 
(f)    the Third Party Merchant is unable to pay any of its debts as and when they are due or is otherwise insolvent, any action or step is commenced or any resolution is passed to place the Third Party Merchant in liquidation, winding up, insolvency, judicial management, receivership, a scheme of arrangement, administrative management, or any similar or analogous proceedings; or
 
(g)    where it is or is likely to become unlawful in any relevant jurisdiction for any Party to perform its obligations under these Terms of Service.
 
16.2    The User and Third Party Merchant may terminate these Terms of Service by giving thirty (30) days’ prior notice to SeaMoney.
 
16.3    Termination of these Terms of Service will not affect any rights or obligations of the Parties, including any obligation to pay any fees, costs, charges or any other amounts, which arose, incurred or otherwise accrued up to and including the date of termination.
 
17.    Governing Law and Jurisdiction
 
17.1    These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed.
 
17.2    Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever arising out of or relating to these Terms of Service against or relating to SeaMoney or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. There shall be one (1) arbitrator and the language of the arbitration shall be English.
 
18.    General Provisions
 
18.1    SeaMoney reserves all rights not expressly granted herein.
 
18.2    Without prejudice to other rights of SeaMoney under this agreement, SeaMoney may at any time, without prior notice, set off any amount due to SeaMoney from a User or Third Party Merchant against any amount due from SeaMoney to the User or Third Party Merchant.
 
18.3    SeaMoney may modify these Terms of Service at any time by publishing the revised Terms of Service on Shopee at https://shopee.sg/m/spaylater-tnc. Your continued use of the Service after such changes have been posted shall constitute your acceptance of such revised Terms of Service.
 
18.4    A person who is not subject to these Terms of Service shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy any benefit of any terms under this agreement.
 
18.5    A User or Third Party Merchant shall not assign, sublicense or transfer any rights granted to the User or Third Party Merchant hereunder or subcontract any of the obligations of the User or Third Party Merchant contemplated in this agreement.
 
18.6    Each User and Third Party Merchant agrees to be bound by the Shopee Privacy Policy, the terms of which are accessible on the website of Shopee and are incorporated into these Terms of Service.
 
18.7    Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and SeaMoney, nor does it authorise you to incur any costs or liabilities on SeaMoney’s behalf.
 
18.8    The failure of SeaMoney at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
 
18.9    These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Shopee's affiliates and subsidiaries (and each of SeaMoney’s and its affiliates' and subsidiaries' respective successors and assigns).
 
18.10    The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the Parties with respect to the Service, and shall supersede any previous agreement or understanding between the Parties in relation to such subject matter. The Parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the Parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each Party irrevocably and unconditionally waives all claims, rights and remedies which but for this Clause it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
 
18.11    You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption, including without limitation, the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act 1960 and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.
 
18.12    In the event you wish to voluntarily exclude yourself from either the Services or marketing materials relating to SPayLater, please contact our Customer Service team on +65 6206 6610 or alternatively you may contact our Customer Service teams via your SPayLater Home Page.
 
18.13    If you are facing financial difficulties and need some form of financial hardship assistance, please reach out to our Customer Service team on +65 6206 6610 or make a submission via your SPayLater Home Page. On a case-by-case basis, we will consider your financial situation and subsequently inform you in writing of the outcome of your request (or request further information where needed).
 
18.14    If you have any complaints regarding the Services, please contact our Customer Service team on +65 6206 6610 or alternatively you may submit your complaint via your SPayLater Home Page. In the event you remain dissatisfied with the outcome or our response to your complaint, you may escalate your complaint to the Consumers Association of Singapore (CASE) via their website: www.case.org.sg
 
18.15    SeaMoney is a code-compliant member of the Singapore Fintech Association (SFA)’s Buy Now, Pay Later (BNPL) Working Group. Our Services are not regulated by the Monetary Authority of Singapore. You may find a copy of the SFA’s BNPL Code of Conduct here: https://help.shopee.sg/portal/article/124206?previousPage=other%20articles
 
18.16    These Terms of Service are provided in English. Upon request, we will provide explanations of these Terms of Service in Chinese, Malay, and Tamil. Should you require a translated version of these Terms of Service, please contact our Customer Service team. In the event of any conflict of inconsistency between this English version and any translated versions of these Terms of Service, the English version shall prevail.
 
18.17    If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service, please contact help@support.shopee.sg
 
LEGAL NOTICES: Please send all legal notices to legal@shopee.com and attention it to the “General Counsel”.
 
BY CLICKING “ACTIVATE NOW” ON THE RELEVANT NOTIFICATION PAGE, I/WE CONFIRM AND AGREE THAT I/WE HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION OF THE SAME HEREAFTER; AND THAT I AM/ WE ARE CREATING A DIGITAL SIGNATURE IN MY/OUR NAME, WHICH I/WE INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I/WE HAD EXECUTED THIS AGREEMENT IN MY/OUR NAME ON A HARD COPY.
 
Last updated: 15 April 2024