LazPayLater Terms & Conditions

LAZPAYLATER TERMS AND CONDITIONS

Welcome to the LAZPAYLATER SERVICE AND PROGRAM which provides credit facility services for Users who use the Lazada Application in the Republic of the Philippines.

The terms and conditions set out below govern the use of LazPayLater Service and Program through Lazada Application. You can visit the FAQ page for more information on how to use LazPayLater Service and Program.

These Terms and Conditions set forth the agreement between you as the “User”, Lazada E-Services Philippines, Inc. (“Lazada”) and the following program partners (individually a “Creditor” and collectively the “Creditors”, as defined below):

Program partners:

(1) Streetcorner Lending Corp. doing business under the name and style of “AKULAKU”;

(2) Neuroncredit Financing Company Inc., or such other lender in partnership with Apaylater Philippines, Inc. doing business under the name and style of “ATOME”;

(3) or such other licensed entity in partnership with the abovenamed entities or as may be notified to you by Lazada from time to time.

IF YOU OBJECT OR DO NOT AGREE TO ANY, SOME, OR THE ENTIRE CONTENT OF THESE TERMS AND CONDITIONS, THEN YOU AGREE NOT TO USE THE CREDIT PROGRAMS PROVIDED THROUGH LAZPAYLATER AND YOU SHOULD CEASE YOUR USE OF LAZPAYLATER SERVICES.

1. DEFINITION

1) “Account” means the User’s account within the Lazada Application.

2) “Lazada Application” is the mobile application managed by Lazada that provides Product buying and selling services for Users (marketplace) and credit facility services with installment payment features provided by Creditors for certain needs through the Lazada Application.

3) "Personal Data" means any information or data provided by the User which can be used to identify directly or indirectly any individual including, but not limited to, information such as username, email, password, name, telephone number (including name and telephone number of the person who can be contacted), address, identity card number or population identification number, office, account number, photo, biometric data, education and employment level data and any other personal data, submitted by the User whilst using and accessing the Services.

4) “Laws” means the applicable laws, regulations and orders, within the jurisdiction of the Republic of the Philippines.

5) “Term” is the period of payment of principal and interest installments offered by the Creditor and accepted by the Applicant.

6) “Creditor” or “Creditors” means each or all of the program partners specified above (as applicable).

7) “Services” means the services offered by Lazada through the Lazada Application, among others for the sale and purchase of Products and credit facility services provided by the Creditors that are made available through Lazada Application.

8) “Credit Limit” is the maximum amount of credit facilities as determined by the Creditor, to be used by the Borrower for purchase of Products on Lazada Application.

9) “BSP” means the Bangko Sentral ng Pilipinas.

10) “Government Authority” means the government of a country or a political subdivision (whether central, state or local) which includes: any ministry, agency, authority, regulatory body, court, central bank or any other body exercising executive, legislative, judicial, taxation, monetary or administrative or any body having functions related to government, as provided for by the Laws of the country concerned.

11) “Taxes” means all forms of taxation, deduction, withholding tax, duties, charges, levies, fees, social security contributions, capital income, value added tax and interest rates imposed, levied, invoiced, withheld or assessed by any Government Authority in the Philippines and the related interest, additional taxes, penalties, surcharges or penalties and "Taxation" shall be construed by reference to the term Tax.

12) “Credit Payment” is the total installment repayment of the (i) loan principal amount, (ii) interest on the loan principal amount and (ii) any applicable penalty for late payment or otherwise, which have been agreed by the Borrower and must be paid by the Borrower at each agreed Maturity Date.

13) “Buyer” is a registered “User” who makes a request for a Product sold by a registered Seller through the Lazada Application.

14) “Borrower” is an Applicant who has met the requirements and has passed the creditor verification and assessment process and thus his/her application to use the Credit Program facility in the Lazada Application has been approved by a Creditor.

15) “Applicant” is a Buyer who submits an application for Credit Program facilities on the Lazada Application which can be fully followed up by a Creditor, and is willing to fulfill and agree to all the terms and conditions of the Credit Program determined by a Creditor, including but not limited to these Terms and Conditions.

16) “Users” or hereinafter referred to as “Users” are parties who use the Lazada Application, including but not limited to Buyers, Sellers, or other parties who downloaded the Lazada Application.

17) “Seller” or hereinafter referred to as “Merchant” is a registered User and/or other party collaborating with Lazada who agrees to offer, market, and sell a Product to Buyers.

18) “Credit Agreement” is a financing agreement or other credit agreement made by and between the Borrower and the Creditor, under which the Creditor extends financing or credit facilities to the Borrower to finance the Borrower’s purchase of Products for their own use or consumption, and not for business purposes or production activities, within the agreed period.

19) “Products” are all services and/or goods offered and sold by Sellers to Buyers through the Lazada Application.

20) “Credit Program” is a credit facility program from a Creditor to a Borrower, pursuant to which the Creditor provides financing or credit facilities to the Borrower to purchase Products for their own use or consumption and where the Borrower can make payments in installments within a certain period of time in accordance with the application submitted by the Applicant to the Creditor through the Lazada Application.

21) “Lazada Virtual Account” is a joint account agreed by the Creditor and the User to process Credit Payments based on the use of the Credit Program.

23) “Terms and Conditions” means these Terms and Conditions of Use of LazPayLater, which is an agreement between the User, Lazada and the Creditor which contains a set of rules governing the rights, obligations and responsibilities of the User, Lazada and the Creditor, as well as the procedures to use the LazPayLater Service and Program.

24) “Maturity Date” is the time limit for payment of the principal installments and credit interest and other costs that are the obligation of the Borrower every month.

2. TERMS OF USE OF LAZPAYLATER SERVICES AND PROGRAMS

1) LazPayLater Services and Programs (“LazPayLater”) are Credit Programs in the form of credit limits provided by Creditors and can be used by Borrowers to make transactions on the Lazada Application. Therefore, the legal relationship that arises out of the Credit Program is between the Creditor and the Borrower and all risks arising from it shall be borne entirely by the Creditor and Borrower.

2) By using LazPayLater, the User agrees unconditionally and irrevocably to be bound by, and will be deemed to have accepted, including but not limited to, the Lazada Platform Terms & Conditions, Lazada Privacy Policy, LazPayLater Usage Privacy Policy, Terms and Conditions and Terms of Use of the LazPayLater Service and Program, and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and the Creditor, either by all three or several of them with or without other parties.

3) The User undertakes to comply with any notices or instructions notified through the Lazada Application or through any other media channel in relation to the use of LazPayLater by the User.

4) The User is personally responsible for maintaining the confidentiality of the Account and its password or any other personal information belonging to the User (such as OTP). The User hereby undertakes to not share any passwords or Account access with any other party and that the User will be the only party with access to the Account.

5) The User undertakes to not use the Lazada Application in a way that conflicts with or violates applicable Laws and/or the rights of other Users (including Merchants) of the Lazada Application, including but not limited to:

(i) commit fraudulent acts and/or conspiracies in using the Lazada Application;

(ii) using false data and identities;

(iii) access, collect and/or use other party's Personal Data without authorization; and/or

(iv) violate the applicable Laws;

including for (but not limited to) the purpose of obtaining the Credit Program.

6) The User is prohibited from creating and/or using devices, software, features and/or other tools that aim to unlawfully access, make changes and/or manipulate the Lazada Application system, including but not limited to: (i) data manipulation; (ii) crawling/scraping activities; (iii) automation activities in transactions, buying and selling, promotions, etc.; and/or (v) other activities determined by Lazada as an act of system manipulation and/or a violation of Lazada Application policies determined by Lazada from time to time.

7) The User agrees to ensure that he/she will log out of the Account at the end of each session. The User is obliged to immediately notify Lazada if there is an unauthorized use of the User’s password or Account.

8) By using LazPayLater, the User agrees that Lazada may access, obtain, store, manage, use and/or disclose the User’s Personal Data ("Data Utilization") in accordance with the Lazada Privacy Policy and the LazPayLater Usage Privacy Policy, as may be revised from time to time.

9) The User will not do or omit to do anything which may damage the image and reputation of Lazada and/or the Creditors, and the User shall in good faith complete and comply with the Credit Agreement in accordance with the principles of accountability and prudence.

10) The User hereby understands, agrees and declares that Lazada is not responsible for any loss or damage of any kind arising from the misuse of the Account by the User or any other third parties and/or the User’s negligence in maintaining the confidentiality of the Account, password or any other personal information belonging to the User (such as OTP) and/or any transaction activity that occurs in the Account. The User hereby acknowledges that Lazada has the right to treat every transaction, instruction, or correspondence originating from the Account as a valid transaction, instruction, or correspondence made or given by the User.

3. CREDIT PROGRAM APPLICATION TERMS

1) Applicants for the use of the Credit Program must be registered Users on Lazada Application and must reside or be domiciled in the jurisdiction of the Republic of the Philippines.

2) The User understands and agrees that they are required to first submit an application to use the Credit Program to Creditors and undergo a process of identification and verification of data by Creditors or other parties as appointed by the Creditors or Lazada.

3) The User understands and agrees that each Applicant must go through the identification and verification of data process run by the Creditor (and/or other parties as appointed by the Creditor or Lazada), which can be in the form of credit scoring method, risk profiling or any other methods as determined by the Creditor at its full discretion, to assess the admissibility of the Applicant’s application to use the Credit Program.

4) The User understands and agrees that where there is more than one Creditor participating in LazPaylater, Lazada shall, at its full discretion, determine the order in which the Creditors may receive the Applicant’s data, identity and information for the purpose of assessing the Applicant’s eligibility to use the Credit Program offered by the Creditor and the terms of such Credit Program (the “Creditor Matching Process”). In relation to the Creditor Matching Process, the User further agrees that:

(i) upon a Creditor’s acceptance of the Applicant’s application to use the Credit Program, the Applicant’s data, identity and information will not be submitted to the next Creditor in the Creditor Matching Process order;

(ii) upon a Creditor’s rejection of the Applicant’s application to use the Credit Program, the Applicant’s data, identity and information will automatically be submitted to the next Creditor in the Creditor Matching Process order;

(iii) upon all Creditors’ rejection of the Applicant’s application to use the Credit Program, the Applicant’s application to use the Credit Program will be rejected.

5) The User understands and agrees that the Creditors, unilaterally and at their full discretion, have the right to:

(i) reject or accept the Applicant's application to use the Credit Program; and

(ii) if the Applicant's application to use the Credit Program is accepted, determine the Credit Limit given to the Applicant for use.

6) The User must consider the loan interest rate and other fees applicable to the loan in accordance with the User’s ability to apply for and repay loans provided by the Creditors and facilitated through LazPayLater.

7) The Credit Program only applies to Products that are delivered within the territory of the Republic of the Philippines. The User hereby acknowledges that each Creditor has the right, unilaterally and at its full discretion, to determine the assessment criteria to determine the admissibility of the Applicant's application to use the Credit Program, including at any time, change the assessment criteria.

8) The User agrees that if the User’s application to become a Borrower and to use the Credit Program is accepted by a Creditor, the User will be able to view the loan interest rate, installments, and other key terms of the Credit Program offered by the accepting Creditor in the Lazada Application. By making payment using the Credit Program, the User agrees to be bound by the terms of the Credit Agreement with the Creditor, including any requirement for further identification and verification of the User’s data for the Credit Program. If requested by the Creditor, the User further agrees to sign a separate Credit Agreement that is legally binding with the Creditor.

4. VALIDITY PERIOD

These Terms and Conditions of Use of the LazPayLater Service and Program are valid from the date of User’s registration on the Lazada Application until terminated in accordance with the provisions of Article 15 below (“Validity Period”).

5. REPRESENTATIONS AND WARRANTIES

The User hereby represents and warrants to Lazada and the Creditors (jointly and severally) that during the Validity Period:

1) The User is an individual who is competent in the eyes of the law and is able to bind himself in a valid agreement, can sue and be sued in his own name and owns his own assets, according to the laws in force in the Republic of the Philippines.

2) The User has the power to agree and perform, and has taken all necessary actions and approvals so that it is authorized to agree and perform, the provisions of these Terms and Conditions of Use of the LazPayLater Service and Program, including but not limited to obtaining the User’s partner's consent, if so required.

3) The User shall only use LazPayLater for legitimate purposes pursuant to agreements in which it is a party and in accordance with the applicable Laws in the Republic of the Philippines.

4) The User does not manipulate, falsify information or data, or impersonate any other party, whether individuals and corporate entities, and the User does not have the right or authority to act for and on behalf of any other third party.

5) The User will not and/or does not intend to benefit oneself in unreasonable ways, through a series of lies to persuade others, through deceit or by using a false identity or name, or by committing acts of conspiracy and/or fraud to benefit oneself which may cause Lazada and/or Creditors to suffer losses in any form whatsoever.

6) The User will not commit any unauthorized access, hacking, blocking, interfering, disabling, overloading or interfering with the performance or proper appearance of LazPayLater, including but not limited to performing denial of service attacks, spoofing, hacking, reverse engineering, tampering, reprogramming, data manipulation, crawling/scraping, automation in transactions, or the use of any framing technique to attach any content or other proprietary information.

7) The User’s agreement to be bound by these Terms and Conditions of Use of the LazPayLater Service and Program, and transactions governed by or in connection with it, will not contravene any applicable Laws that apply to User, its assets or any agreements to which the User is a party.

8) There are no legal proceedings or procedures for legal proceedings or other procedures or steps taken (including making applications, filing petitions, filing or giving notifications or making decisions) in connection with suspension of debt payment obligations, bankruptcy, debt moratorium; the appointment of a liquidator, receiver, any other similar official or similar procedure or steps taken in any jurisdiction; or other steps of execution by creditors in the form of attachment, forfeiture, or execution or similar proceedings in any jurisdiction affecting the User of its assets.

9) All data and information provided by the User to Lazada and/or the Creditors, including the data used to register with LazPayLater and Accounts are true, accurate, complete, current and not misleading. The User shall not provide any data, information, documents and images which are unlawful, harmful, threatening, abusive, causes harassment to others, defamatory, vulgar, obscene or which otherwise violates the privacy or rights of others or any applicable Laws in the Republic of the Philippines.

10) The User is the owner of all Personal Data submitted to Lazada and/or Creditors and disclosed by the User on the Lazada Application or through LazPayLater, and none of the data may violate copyright, trade secrets, trademarks, patents and/or any other intellectual property rights of any other party. If the Personal Data submitted by the User to Lazada and/or the Creditors is Personal Data belonging to a third party, then the User will obtain prior approval from the relevant individual and ensure that he/she knows, understands and accepts the Lazada Privacy Policy and the LazPayLater Usage Privacy Policy before the User provides such third party’s Personal Data. The User shall not remove any author attribution, legal notices or proprietary designation or label from any data, information, documents and images provided by it in connection with LazPaylater Services and Program.

6. CREDIT PROGRAM TERMS

1) The User agrees that the Credit Program (i) can only be utilized if the User has been approved as a Borrower and (ii) is limited to the Credit Limit given to the User and can only be used on the Lazada Application in accordance with the Credit Agreement and the Terms and Conditions of Use of this LazPayLater Service and Program.

2) The selection of the duration of the Credit Program is the User’s own responsibility.

3) If requested by the Creditor, the User agrees to sign a separate legally binding Credit Agreement with the Creditor, which is subject to the provisions of Article 8 of the Terms and Conditions of Use of this LazPayLater Service and Program.

4) Subject to the terms and conditions of the Credit Agreement, the User acknowledges and agrees that:

a. The Borrower is required to make payment of the principal and interest installments of the Credit Program on or before the Due Date to the Creditor, in accordance with the Credit Agreement.

b. In the event that the Borrower is late in making payments, the Borrower will be subject to a late fee as stated in the Credit Agreement.

c. In the event of an overpayment of the principal and interest installments, the excess will be allocated for payment of the following month's principal and interest installments.

d. The Maturity Date shall be informed to the Borrower upon the application for the use of the Credit Program being accepted by the Creditor, and must be adhered to until it is paid off.

e. In the event of collection to the Borrower by the Creditor, the costs related to such collection are the responsibility of the Borrower personally.

f. If there is any payment obligation for the Credit Program that has reached maturity or fallen due, the Creditor and Lazada have the right at any time to limit, freeze transactions, accounts and/or funds available in the Balance feature on the Lazada Application.

5) The User understands and agrees that all payments of principal and interest installments other than through the Lazada Virtual Account and/or without Lazada's knowledge (via private messages, telephone correspondence with personal numbers, or other efforts) shall be at User’s own risks and shall be the sole responsibility of the User entirely.

6) Creditors have the right and authority to refuse payments without prior notification to the User.

7) The User agrees not to disclose or submit proof of payment of principal and interest installments to any other parties other than Lazada and/or the Creditors. If the User suffers any loss as a result of making such unauthorized disclosure to third parties, then the User shall be fully and solely responsible for such loss.

8) The User understands and agrees that any delays in the payment process and additional costs incurred thereof as a result of the difference between the User’s bank and Lazada Virtual Account bank shall be borne solely by the User.

9) The User understands and agrees that the Creditors are entitled to and will report any ongoing credit information to which the User is a party on a monthly basis in accordance with the applicable Laws and instructions from BSP or relevant Government Authorities.

7. THIRD PARTY CONTENT

1) The User acknowledges and accepts that Lazada is not responsible for any content (including information and Product specifications) created by any third party (including the Merchants) through the Lazada Application.

2) Lazada may provide links to other parties' electronic systems or display other parties' content through the Lazada Application. The User acknowledges that Lazada is not responsible for, and the User undertakes not to hold Lazada responsible for, any content created or shared by third parties through the Lazada Application or on third party electronic systems.

8. RISK MANAGEMENT

1) The User accepts and agrees for Lazada and the Creditors, including their respective affiliates and service providers, to do the following:

a. Lazada and Creditors, including their affiliates and/or service providers appointed by each of them, may collect, transfer, store, process, either individually or jointly, data (including Personal Data), information, and personal identity of the User in connection with the Credit Program on Lazada Application;

b. Lazada and Creditors, may transfer to their affiliates and/or service providers appointed by each of them, data (including Personal Data), information, and personal identity of the User, in connection with receivables based on the Credit Program on Lazada Application;

c. Lazada and Creditors, including their affiliates and/or service providers appointed by each of them, may contact the User by telephone and other media as necessary to verify any information provided by the User;

d. Creditors can check, retrieve, store, process and transfer data from the User’s social media accounts to identify, process and store the User’s data;

e. Creditors can check, retrieve, store, process and transfer data from devices used by the User to access Lazada Application, particularly (without limitation) device id, GPS location, camera, microphone;

f. Creditors can check credit history or credit data of the User with any other third parties;

g. Creditors can complete the required data in accordance with the rules of BSP or the relevant Government Authorities if the User is not able to complete such data and provided that the data can be further modified by the User itself using procedures currently applied by the Creditor and the User remains fully responsible for the accuracy and completeness of the data;

h. Lazada and Creditors, including their affiliates and/or service providers appointed by each of them, may take other actions necessary for the implementation of the Lazada Platform Terms & Conditions, Lazada Privacy Policy, LazPayLater Usage Privacy Policy, Terms and Conditions of Use LazPayLater Services and Programs, and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and Creditors, either by all three or several of them with or without other parties, in accordance with applicable Laws.

2) If the Creditor finds that the data submitted by the Applicant to use the Credit Program is inaccurate, false and/or intentionally falsified by the User, the Creditor has the right to:

a. reject the application for the use of the Credit Program;

b. cancel the use of the existing Credit Program;

c. revoke the Applicant's access to the use of the Credit Program;

d. record such conduct in the Applicant’s credit history and share the information with the appropriate authority and/or fraud prevention agencies; and/or

e. take other necessary actions as long as they do not conflict with the applicable Laws.

3) Without prejudice to the above provisions, the User understands and agrees that the Creditor has the full right and authority to refuse or terminate the User’s Credit Program, without requiring prior notification and/or approval. If a violation of the provisions in paragraph (2) above is found after the Credit Program has commenced, then the violation does not eliminate or terminate all obligations owed by the User to Lazada and/or the Creditor.

9. PRICE

1) Prices and other costs related to the purchase and delivery of the Products as stated on the Lazada Application are determined by the Merchant.

2) The User understands and agrees that any error in pricing and/or other information caused by Lazada Application not having been updated by the User for whatever reason shall be sole responsibility of the User alone.

3) By placing an order through the Lazada Application, the User agrees to pay the total cost to be paid as stated on the payment page, which consists of the price of the goods, shipping costs, and any other costs that may arise and will be described explicitly on the payment page.

4) Lazada Application only serves Product buying and selling transactions in Rupiah currency.

5) Prices displayed on the Lazada Application may change at any time without prior notice and for any reason whatsoever.

10. OTHER TERMS

Everything that has not been and/or is not regulated in these Terms and Conditions of Use of the LazPayLater Service and Program will be subject to Lazada’s Platform Terms and Conditions which are considered included in, and are an integral part of, these Terms and Conditions of Use of the LazPaylater Services and Programs.

1) That the receipt and all documents, including but not limited to the Terms and Conditions of Use of this LazPayLater Service and Program, as well as any printouts from the Lazada Application related to the Applicant, whether existing and/or will exist in the future in connection with the ordering of Products and/or payment of principal and interest installments through Lazada, are inseparable and interrelated.

2) The User may not transfer its rights or obligations under these Terms and Conditions of Use of the LazPayLater Service and Program at any time without the prior written consent of Lazada and the Creditor.

3) If, at any time, any provision in these Terms and Conditions of Use of the LazPayLater Service and Program is or becomes invalid or unenforceable in any case under any law of any jurisdiction, then the validity and enforceability of the remaining provisions shall not be affected or impaired and such remaining provisions will continue to be valid and will remain binding on the parties.

4) No failure or delay in exercising any right, power or privilege shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege under these Terms and Conditions of Use of the LazPayLater Service and Program. Any waiver of rights or legal remedies by Lazada and/or the Creditors will only apply if made in writing by the party concerned. The legal rights and remedies provided in these Terms and Conditions of Use of the LazPayLater Service and Program are cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. The election of any one or more of such remedies by a party shall not constitute a waiver by such party of the right to pursue any other available remedies.

11. LIMITATION OF LIABILITY

Lazada makes its best efforts to keep the Lazada Application safe, comfortable and functioning properly, however User understands and agrees that Lazada does not guarantee continuous operation or access to the Lazada Application can always be perfect or according to certain standards.

The User agrees that the use of the Lazada Application is at User's own risk, and Lazada's services are provided to the User "AS IS" and "AS AVAILABLE".

To the extent permitted by applicable Laws, Lazada (including its parent companies, affiliates, directors, commissioners, employees and parties authorized by Lazada) is not responsible for any damage or loss (including but not limited to loss of money, reputation, profits or other intangible losses) resulting directly or indirectly from:

1) the use or inability of the User to use the Lazada Application;

2) actions and/or information provided by other Users (including Merchants) or other parties through the Lazada Application;

3) price, shipping or other instructions available in the Lazada App;

4) delays or interruptions in the Lazada Application;

5) negligence and losses caused by any User;

6) Product quality;

7) Product delivery;

8) violation of intellectual property rights of any party;

9) disputes between Users;

10) defamation of any party;

11) misuse of Products purchased by Users;

12) losses due to unauthorized payments to parties other than to Lazada Virtual Accounts, losses due to User’s unauthorized actions on behalf of Lazada or User’s negligence in writing accounts and/or other information and/or negligence on the part of the bank;

13) viruses or other malicious software obtained by accessing, or connecting with the Lazada Application;

14) any glitches, bugs, errors or inaccuracies in the Lazada Application;

15) damage to the User's hardware from the use of the Lazada Application;

16) the content, actions or inaction of third parties, including those related to the Products contained in the Lazada Application which are suspected to be fake;

17) enforcement actions taken in relation to User Accounts;

18) there is a hacking action carried out by a third party to the User's Account;

19) negligence and/or failure of the Creditor, including the actions and/or inaction of the Creditor, to comply with the Creditor's obligations under the Credit Program, the Creditor Agreement and/or other documents between the Borrower and the Creditor in connection with the credit facility provided by the Creditor to the Borrower, which is the responsibility of the Creditor; and/or

20) acceptance or rejection of the application for credit facilities submitted by the Applicant to the Creditor.

12. INDEMNITY

The User will release and indemnify Lazada against all claims for compensation, and will release and indemnify Lazada (including its parent company, affiliates, directors, commissioners, employees, and parties authorized by Lazada) and Creditors, for any claims, demands, losses, damages, settlement costs, including reasonable legal fees, from third parties arising due to the User’s:

(i) violation and/or failure to comply with the Lazada Platform Terms & Conditions, Lazada Privacy Policy, LazPayLater Usage Privacy Policy, LazPayLater Service and Program Terms and Conditions, and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and the Creditor, whether by all three or several of them with or without other parties, in accordance with the applicable Laws;

(ii) improper use of the Lazada Application; and/or

(iii) violation of the applicable Laws or the rights of any third parties.

13. TAX

Any and all payments made by or on behalf of the User in connection with LazPayLater shall be made free and without withholding for any and all current or future Taxes, and all obligations relating thereto.

14. Default

(1) If the User violates the Lazada Platform Terms & Conditions, the Lazada Privacy Policy, the LazPayLater Usage Privacy Policy, the LazPayLater Service and Program Terms and Conditions, and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and Creditors, whether by all three or several of them with or without other parties, in accordance with the applicable Laws:

a. Lazada has the right to freeze the User’s accounts on Lazada Application;

b. Lazada and/or the Creditors may terminate the Terms and Conditions of Use of LazPayLater Service and Program and the Services provided to the User in accordance with the provisions of Article 15 below; and/or

c. in the event that the User is a Borrower, the Creditor has the right to cancel the Credit Limit applicable to the Borrower.

(2) The provisions of this Article shall apply, among others, if fraudulent acts are found or suspected in transactions and/or there is any violation of the Lazada Platform Terms & Conditions, Lazada Privacy Policy, LazPayLater Usage Privacy Policy, LazPayLater Service and Program Usage Terms and Conditions , and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and the Creditors, whether by all three or several of them with or without other parties, in accordance with the applicable Laws, including but not limited to the use of the Account by the User to process product purchases or use the Credit Program without making any payments and/or if the User cannot be contacted at the address and contact that has been registered for billing payment purposes.

15. TERMINATION

1) Terms and Conditions of Use of the LazPayLater Service and Program will end with the termination of the Service to the User, which shall be notified to the User through Lazada Application or by email or any other means determined by Lazada and/or the Creditors, provided that there is no obligation (including payment obligation) of the User that is still outstanding and owed to Lazada, the Creditors, and/or other any other Users in the Lazada Application. The expiry of the Terms and Conditions of Use of the LazPayLater Service and Program will take effect on the date that the notification is given through Lazada Application, by email or any other means by Lazada and/or the Creditor.

2) Without prejudice to paragraph (1) of this Article, Lazada and/or Creditors may unilaterally terminate these Terms and Conditions of Use of the LazPayLater Service and Program at any time with 3 (three) working days prior notice to the User if:

(i) the User violates the Lazada Platform Terms & Conditions, the Lazada Privacy Policy, the LazPayLater Usage Privacy Policy, the LazPayLater Service and Program Terms and Conditions, and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and the Creditors, whether by all three or several of them with or without other parties, in accordance with the applicable Laws;

(ii) it would be unlawful for Lazada and/or the Creditors to continue providing services to the User as stipulated in the Terms and Conditions of Use of the LazPayLater Service and Program, the Credit Agreement and/or any other agreement in connection with the Service that may be entered into by the User, Lazada and/or the Creditors, whether by all three or several of them with or without other parties, in accordance with the provisions of the applicable Laws;

(iii) the Creditor no longer has a license to conduct business activities as a finance company from the BSP or the relevant Government Authority;

(iv) the cooperation between Lazada and the relevant Creditor has been terminated or expired;

(v) the Borrower proposes to stop using LazPayLater;

(vi) the information, statements, data, representations, warranties and/or undertakings provided by the Borrower are proven to be false or untrue; and/or

(vii) the Borrower is involved in fraudulent and/or suspicious transactions.

3) In the event of termination of the Terms and Conditions of Use of the LazPayLater Service and Program in accordance with paragraph (2) of this Article, Lazada and/or Creditors shall have the right to stop providing the Service and/or the Credit Program to the User, including by limiting or closing the User’s access to Lazada Application and/or by deleting the User’s Account.

16. CHOICE OF LAW

These Terms and Conditions of Use of the LazPayLater Service and Program will be governed by and construed in accordance with the laws of the Republic of the Philippines. The User agrees that any legal action or dispute that may arise from, relates to, or is in any way related to the Lazada Application and/or the Terms and Conditions of Use of the LazPayLater Service and Program must be resolved amicably. If the dispute cannot be resolved amicably within 60 (sixty) days after the disputed issue has been notified to the other Party by the Party who submitted or raised the dispute, then either Party or the Parties may jointly submit the dispute to be resolved through arbitration. The arbitration must be conducted in the Philippines, in accordance with the Alternative Dispute Resolution Act.

17. ELECTRONIC TRANSACTIONS AND SIGNATURES

1) The User hereby agrees that any correspondence in connection with the Service may, at Lazada's sole discretion, be conducted electronically, either through the Lazada Application or outside the Lazada Application. The User undertakes to accept and not challenge the validity or enforceability of any correspondence made in electronic form, including but not limited to notices.

2) The User understands and agrees that any correspondence made outside the Lazada Application will be carried out through the contact information listed in the Lazada Application, and the User acknowledges that Lazada is not responsible, and the User promises not to hold Lazada responsible for, any correspondence made other than to the contact information as stated above.

18. UPDATES

The Terms and Conditions of Use of the LazPayLater Service and Program can be changed or updated at any time without any prior notice. The User is advised to always read and check the Terms and Conditions of Use of the LazPayLater Service and Program carefully from time to time to find out any changes. By continuing to access and use the services available in the Lazada Application, the User is deemed to have agreed to changes in the Terms and Conditions of Use of the LazPayLater Service and Program from time to time.

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