SPayLater Terms of Service

1. Introduction


1.1 Welcome to SPayLater Services (the "Services" or “SPayLater”) by SeaMoney Capital Malaysia Sdn Bhd. Please read the following Terms of Service carefully before using and/or activating the Services in your Shopee Platform account ("Account") so that you are aware of your legal rights and obligations with respect to SeaMoney Capital Malaysia Sdn. Bhd. and its affiliates and subsidiaries (individually and collectively, “SeaMoney”, "Company", "we", "us" or "our").


BY PARTICIPATING IN THE SERVICES (WHETHER AS A BUYER OR THIRD-PARTY PROVIDER) OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES. IF YOU ARE BELOW 18 YEARS OLD OR THE RELEVANT "AGE OF MAJORITY" WHERE YOU LIVE, YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT OR ACTIVATE THE SERVICES AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE "AGE OF MAJORITY" WHERE YOU LIVE, OR DO NOT UNDERSTAND THIS SECTION 1.2, PLEASE DO NOT USE OUR SERVICE OR CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THESE TERMS OF SERVICE ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR SERVICES, INCLUDING ANY TRANSACTION MADE BY THE MINOR, WHETHER THE MINOR'S ACCOUNT IS NOW OPEN OR CREATED LATER AND WHETHER OR NOT THE MINOR IS SUPERVISED BY YOU DURING HIS OR HER USE OF OUR SERVICES.


1.2 We reserve the right to change, modify, suspend or discontinue all or any part of the Services at any time or upon notice as required by local laws. Your continued use of the Services or your registration 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 Services, including payment methods, temporarily or permanently, without notice to you or giving any reason. We may release certain Services 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, the Shopee Platform or Services in our sole discretion and without notice or liability. We reserve the right to refuse to provide you access to the Shopee Platform or Service or to allow you to open an Account for any reason.


1.3 The Service is offered to you by us through the Shopee e-commerce platform, including, but not limited to, the ShopeeFood platform (“Shopee Platform”). The use of this Service does not constitute a loan, credit card or charge card provided to you by us.


These Terms and Conditions constitute the legal agreement set forth between You as a User and the Company.


2. Definitions


2.1 For the purpose of this Terms of Service, the following definitions shall apply:


Third Party Provider” means a user (generally known as a seller or merchant on the Shopee Platform) providing goods or services for purchase to another user on the Shopee Platform.


Receivable Purchase Arrangement” means an arrangement between an independent Third Party Provider who provides and sells goods and/or services on the Shopee Platform to the Users, including a seller or merchant on the Shopee Platform, and who has entered into a receivable purchase arrangement and/or any other relevant documentation with SeaMoney, where it has been agreed between the Third Party Provider and SeaMoney that the Third Party Provider will receive payment in exchange for Third Party Provider’s sale of the receivables pursuant to the arrangement.


User(s)” means a user of the Services who has completed the verification and assessment process by SeaMoney and has agreed to the terms of this Terms of Service.


3. Acceptance of SPayLater by Third Party Provider


3.1 As a Third Party Provider on the Shopee Platform, you hereby agree that:


(a) to sell all amounts due to you to SeaMoney pursuant to the Receivable Purchase Arrangement; and

(b) that SeaMoney (as the purchaser of the Third Party Provider’s receivables) and/or any other of its affiliates may collect any outstanding amounts owed by the User pursuant to the Receivable Purchase Arrangement. 


4. Use of SPayLater by User


4.1 Use of the Services - Subject to the terms herein, you are hereby granted the access to use the Services, which allows you to make payment due under Receivable Purchase Arrangements on a deferred basis pursuant to the terms and conditions set out here. For avoidance of doubt, this Service does not constitute lending or credit facilities and we do not provide any credit to any of the Users. 


4.2 Service Limitations - If you apply for the Services, SeaMoney may (at its sole and absolute discretion) grant you a monthly limit to use the Services. You may purchase prescribed goods and/or services on the Shopee Platform or from participating merchants using the Services.  Notwithstanding the above, we reserve the right to deny the use of the Services for any purchases. 


4.3 Minimum and Maximum Purchase - SeaMoney may impose minimum and/or maximum purchase amounts in order to use the Services.


4.4 Shariah Compliance - You are reminded to use the Services solely for Shariah compliant purposes only, including, but not limited to, purchasing Shariah compliant goods and services and any other transactions that may be determined by us from time to time. You are reminded not to use the Services for any unlawful activities, including, but not limited to, illegal purchases, betting and/or gambling. You are solely responsible for any Shariah non-compliant use of the Services.


5. Activation of the SPayLater


5.1 You will be asked to provide your personal information such as name, identification card number, mailing address, phone number(s), email address, contact preferences details for us to assess for your eligibility for the Services.


5.2 By using the Services or agreeing to these Terms of Service, you consent to our collection, use, disclosure and/or processing of your personal information as described in SeaMoney’s Privacy Policy. 


6. Payment 


6.1 There are two payment options available under the Services:

(a) One-off Payment 
(i) Users can pay for the outstanding amount in a single payment by the due date provided in the Monthly Statement (as defined below).

(b) Installment Service 
(i) Users can choose an installment plan offered, subject to approval of SeaMoney, ranging from two (2) months; three (3) months; and six (6) months. The monthly payment for each installment plan shall be due and payable by the due date provided in the Monthly Statement. 
(ii)  In the event any payment is made in excess of the installment which is due, the Users acknowledge and agree that such excess shall be allocated for the next month’s installment.

6.2 Once the Users have chosen the payment plan, the Users are bound by the terms of the payment plan provided herein and any other terms and conditions as may be advised by SeaMoney from time to time. 

6.3 We shall provide you with a monthly statement on the first day of the month with the details of your purchases of the previous month under all Receivable Purchase Arrangements and the aggregated sums owed by you pursuant to the Receivable Purchase Arrangements and/or any applicable Processing Fees (as defined below) and/or taxes (“Monthly Statement”) on the Shopee Platform. 


7. Due Date


7.1 All payments due under the Services as set out in each Monthly Statement shall be payable by the User on the 10th day of the following month or any other dates as advised by SeaMoney from time to time.


8. Processing Fee


8.1 We may charge you a processing fee for the provision of the Services (“Processing Fee”). The Processing Fee shall be equivalent to a prescribed rate (inclusive of tax) on the purchase amount, and such fee shall be chargeable on a one-off basis for the One-Off Payment option, and on a monthly basis throughout the term of your instalment plan for the Installment Service option. 

8.2 We reserve the right to revise the Processing Fee or any other additional fees from time to time.  


9. Late Charge


9.1 We will freeze your Account if there are any unpaid or outstanding amounts. To resume using your Account, a late charge of RM10 will be imposed by SeaMoney. You acknowledge that the late charge is to cover the administrative and actual cost to be borne by SeaMoney due to your late charge. Any excess from the actual cost incurred shall be deposited into a compensation (gharamah) account and shall be channeled to a charitable body approved by the Shariah Adviser. .


10. Payment Method


10.1. You may make payment for your monthly payments via four (4) available payment channels:


(a) ShopeePay e-wallet;

(b) Online Banking;

(c) Cash Payment at 7-Eleven; or 

(d) Debit Card / Credit Card.


11. DISCLAIMERS


11.1 THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SEAMONEY OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, 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 SERVICESOR 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 THIS SITE 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 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES 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 ITEMS AVAILABLE VIA THE SERVICES OR ANY GOODS AND/OR SERVICES PURCHASE ON THE SHOPEE PLATFORM; OR (B) THE ABILITY OF SELLERS OR MERCHANTS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS 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 APPLICABLE LAW, IN NO EVENT SHALL SEAMONEY BE LIABLE 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 GOODWILL; 

(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 THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF SEAMONEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.


IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, SEAMONEY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE BY YOU PURSUANT TO YOUR ACCOUNT RELATED TO THE PARTICULAR CLAIM; AND (B) SG $100 (ONE HUNDRED SINGAPORE DOLLARS). NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY 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. Users' Representations and Warranties


13.1 You represent and warrant that:


(a) you possess 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; and


(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.


14. Fraudulent or Suspicious Activity


14.1 If SeaMoney, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect SeaMoney, other buyers or sellers on the Shopee Platform, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

(a) we may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;

(b) we may hold, apply or transfer 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) we may refuse to provide the Services to you now and in the future; and/or

(d) we may hold 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 Section:

"Chargeback" means a request that a buyer on the Shopee Platform 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 buyer or seller on the Shopee Platform files directly with SeaMoney.

"Reversal" means the reversal of a payment by SeaMoney because (a) it is invalidated by the sender's bank; (b) it was sent to you in error by SeaMoney; (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card); (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 decided a Claim against you.


15. Indemnity


You 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 the Site, or any dispute in relation to such transaction; (b) the hosting, operation, management and/or administration of the Services by or on behalf of SeaMoney; (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 Services; (e) your breach of any law or any rights of a third party; or (f) any Content uploaded by you.


16. Severability


If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.


17. Governing Law


These Terms of Service shall be governed by and construed in accordance with the laws Malaysia, without regard to its conflicts 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. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall 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 Asian International Arbitration Centre in Kuala Lumpur, Malaysia in accordance with the Arbitration Rules of the Asian International Arbitration Centre ("AIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be one (1) arbitrator. The language of the arbitration shall be English.


18. General Provisions


18.1 SeaMoney reserves all rights not expressly granted herein.


18.2 SeaMoney may modify these Terms of Service at any time by posting the revised Terms of Service on the Services. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.


18.3 You hereby agree that you shall neither have nor claim to have acquired any right of set-off or counter-claim or any other defense whatsoever available against SeaMoney, and the amount payable by you in respect of the receivable shall not be less than the purchase amount owed by you under the Receivable Purchase Arrangement.


18.4 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.


18.5 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.


18.6 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.


18.7 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 SeaMoney's affiliates and subsidiaries (and each of SeaMoney’s and its affiliates' and subsidiaries' respective successors and assigns).


18.8 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 Services and the Site and 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 Section 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.


18.9 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation, the Malaysia Anti-Corruption Commission Act 2009, the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.


If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service, please contact us at: help@support.shopee.com.my.


LEGAL NOTICES: Please send all legal notices to legal.my@shopee.com and Attention it to the “General Counsel”.


I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY COMPLETING THE REGISTRATION PROCESS OF THE SERVICE, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.


Last updated: 17 October 2022

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