Instalment Payment Contract

Instalment Payment Contract

  • By entering into this Contract, you will be able to pay for an      Order made with a      Merchant over three (3)      Instalments on a ‘’paylater’’ basis. The first      Instalment is payable one (1) calendar day after your purchase of the relevant goods/services. The second and third      Instalments are payable 30 days and 60 days after your purchase of the relevant goods/services, respectively.
  • To be able to manage and effect your Order payment as above, you must have an      Account with hoolah. Payment will generally only be accepted via      Credit Card or      Debit Card.
  • The delivery/quality of goods is ultimately the responsibility of the      Merchant, regardless of any subsequent assignment of the rights under this      Contract.
  • LATE PAYMENT CHARGES ARE PAYABLE ON EACH INSTALMENT THAT IS NOT PAID ON ITS DUE DATE OR (WHERE APPLICABLE) WITHIN THE GRACE PERIOD. PLEASE REFER TO THE SCHEDULE FOR MORE DETAILS.

 

Please read this Contract carefully as the terms and conditions may be updated from time to time. This Contract applies to any Order you make with the Merchant where you have selected the hoolah System to manage and effect your payments.

 

Last Updated: 10 May 2022

 

1. Definitions and Interpretation 

 

Unless prescribed in this Contract, the capitalized term not otherwise defined herein shall have the respective meaning associated with it in the hoolah Consumer Terms and Conditions entered into between you and hoolah. 

 

Consumer

has the meaning ascribed to it in Clause 2.1.

Contract

means this Instalment Payment Contract between the Merchant and Consumer.

Instalment Payment Structure

has the meaning ascribed to it in Clause 3.4.

Instalment Schedule

means the list of the payment amounts for each Instalment that are payable by you and the relevant due dates for each payment.

Instalment Schedule Confirmation

has the meaning ascribed to it in Clause 3.7.5.

Merchant

has the meaning ascribed to it in Clause 2.1.

Payment Method

has the meaning ascribed to it in Clause 3.1.2.

 

2. Parties to this Contract

 

2.1 The terms of this Contract form a legally binding agreement between you, as a customer (“you”, “your”, “Consumer”) and us, as the merchant, and any of our assignees, transferees and successors (“we”, “us”, “our”, “Merchant”). This Contract governs your purchase of Products through our Stores via the hoolah System.

 

2.2 By placing an Order, you have read and understood the provisions below and agree to be bound by the terms of this Contract.

 

3. Purchase Terms via the hoolah System

 

3.1 Your Eligibility. To be eligible to purchase our Products via the hoolah System, you must:

 

3.1.1 have created, and maintain a valid and active Account;

 

3.1.2 be an authorised holder of an eligible Credit Card or Debit Card or other payment method as may be accepted by hoolah from time to time ("Payment Method"); and

 

3.1.3 have met, and continue to meet, such eligibility requirements and verification checks and assessments and terms and conditions as may be imposed by hoolah from time to time in relation to the hoolah System as set out in the hoolah Consumer Terms and Conditions (as amended from time to time).

 

3.2 By entering into this Contract, you represent and warrant that you are eligible to use the hoolah System and meet the requirements in Clause 3.1.

 

3.3 In addition to these eligibility requirements, please note that use of the hoolah System is subject to approval in the sole discretion of hoolah.

 

3.4 Instalment Payment Structure. For every Order which you successfully place via the hoolah System, we will offer you, and you agree to accept, the ability to purchase Products from us through our Stores via Instalments payable on a periodic basis ("Instalment Payment Structure"). Under the Instalment Payment Structure:

 

3.4.1 Your Order Value will be split into such number of separate and equal Instalments over a specified period of time as may be determined by us in our sole discretion.

 

3.4.2 Where equal Instalments are not possible, we may adjust the Instalments accordingly and will ensure that the total amount due to be paid by you remains unchanged.

 

3.4.3 hoolah will generate an Instalment Schedule on our behalf and depending on the Instalment Schedule generated, your first Instalment may be due:

a. at the time of making the Order; or

b.at such later time after the Order is made.

 

3.4.4 You agree to pay the Instalments according to the Instalment Schedule.

 

3.5 Payment of the Instalments

 

3.5.1 hoolah will remind you in advance of each Instalment and their respective Scheduled Due Dates via email, but you are responsible for ensuring that you have sufficient funds via your Payment Method available to make payment of the Instalments on the Scheduled Due Dates specified in your Instalment Schedule. NEITHER WE NOR HOOLAH SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A FAILURE TO HAVE SUFFICIENT FUNDS VIA YOUR PAYMENT METHOD AVAILABLE TO MAKE INSTALMENT PAYMENTS ON THE DATES SPECIFIED IN YOUR INSTALMENT SCHEDULE.

 

3.5.2 In the event that any Instalment payment is unsuccessful due to a failure to obtain funds from your Nominated Payment Method, we will advise you accordingly and grant you an immediate grace period to pay such Instalment through alternative payment methods nominated by you.

 

3.5.3 If you fail to pay an Instalment on the Scheduled Due Date and within any accompanying grace period (where applicable     ), we may impose a Late Payment Charge in accordance with Clause 4.

 

3.6 Assignment of Contract

 

3.6.1 You acknowledge and agree that for each Order that is accepted by us, we will immediately thereafter irrevocably sell and assign absolutely to hoolah all our present and future rights, title and interest in and to the benefit of this Contract (including the Instalments payable under the Instalment Payment Structure). For the avoidance of any doubt, the assignment of rights to hoolah shall not include obligations that we have towards you, such as the obligation to fulfil the Order. We, the Merchant, will remain obligated towards you in fulfilling the Order and delivering the Products. Upon such assignment, you will be obliged to pay the Instalments for such Order to hoolah according to the Instalment Schedule as agreed between us, as Merchant, and you, as Consumer, and as specified under Clause 3.4 above. Where your Nominated Payment Method is declined or not authorised by the relevant financial institution upon confirming your payment for the first instalment, or where you are unable to pay the first Instalment when due (whether due to insufficient funds in your Nominated Payment Method, or the transaction being declined by the relevant financial institution, or a general failure of the online payment process), we may decline or cancel the Order request.

 

3.6.2 You acknowledge that, with effect from this Contract being irrevocably assigned to hoolah, we shall have no further interest in the Instalments and all subsisting rights and all remedies for enforcing payment of such Instalments shall vest in hoolah.

 

3.6.3 The hoolah System involves contractual arrangements which constitute a factoring arrangement. Neither we nor hoolah offers any lending or credit facility and does not provide any credit to Merchants or Consumers. For the avoidance of any doubt, the parties hereto intend that the transactions contemplated herein are an absolute sale and purchase transaction, whereby the Consumer purchases from the Merchant certain Products, and the parties hereto do not intend such transactions to be a loan to the Consumer.

 

3.7 Placing an Order. Where you use the hoolah System to place an Order and without prejudice to this Clause 3:

 

3.7.1 We, through the hoolah System or physically in store, will provide you with a QR Code specific to the Store from which you are making your Order. You will need to scan this QR Code. You will need the relevant system requirements and/or device for the QR Code to work, otherwise you may not be able to purchase our goods or services via the hoolah System and we shall not accept any responsibility in relation to the same.

 

3.7.2 You will then be requested to enter in the hoolah App the full Order Value (including any applicable goods and services tax and surcharges) in Thai Baht. The Order Value entered by you would be the sole basis of calculating the amount of Instalments payable to us.

 

3.7.3 You will need to input the correct amount of the full Order Value and shall accept sole responsibility for doing so. Once the amount that you have inputted is accepted and approved, you will be bound to pay the Order Value you input into the system unless there is a manifest or material error in the inputted Order Value. In case of any inaccuracies in the Order Value, you agree to notify us within 1 day to rectify such error. We also reserve the right not to proceed with the Order if the amount of inputted Order Value is less than the actual Order Value. NEITHER WE NOR HOOLAH SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF YOUR FAILURE TO INPUT THE CORRECT ORDER VALUE OR FAILURE TO NOTIFY US OF THE ERROR IN THE INPUTTED ORDER VALUE.

 

3.7.4 After inputting the Order Value, you will be required to review the following information that is generated on the hoolah App:

 

a. the total amount of your Order;

 

b. your Instalment Schedule; and

 

c. your Nominated Payment Method.

 

3.7.5 Next, you must click "confirm payment" on the hoolah App to confirm that you acknowledge, agree, and accept the following:

 

a. intend to purchase the Product under the set out details in the Instalment Schedule ("Instalment Schedule Confirmation") and this Contract; and

 

b. providing consent to the assignment of this Contract from us to hoolah, if your order is accepted by the merchant and hoolah.

 

The details of which will be available for view in your Account. Your Instalment Schedule is hereby incorporated into this Contract by reference along with your Instalment Schedule Confirmation.

 

3.7.6 Your Order is subject to approval. We may, in our sole discretion, decline to provide the Instalment Payment Structure to you, or reject or cancel an approved Order before the Products are delivered or supplied for any reason including but not limited to your history of Orders or to prevent against fraud, legal, regulatory or non-payment risk.

 

3.7.7 Where the Order request is successful, you will be notified and you will be able to enter into this Contract to purchase the Product(s) according to the confirmed Instalment Schedule. 

 

3.7.8 Where the Order request is unsuccessful, you will be notified via email and will be provided with a reason for the failure. We and/or hoolah may allow you to attempt the Order again for a maximum number of tries within a period of time as we and/or hoolah may determine in our sole discretion.

 

3.7.9 Late or rejected payments are subject to Clause 4. It is your responsibility to read and understand how late or rejected payments are handled as provided in this Contract.

 

3.7.10 You acknowledge and agree that:

 

a. the Products relating to Orders purchased through the hoolah System online cannot be returned to physical Stores for a Refund. Such Refunds may only be processed online. Products relating to Orders purchased at the physical stores may not be eligible for Refunds online; and

 

b. Products from Orders made online may be handed to you at our physical Store, subject to our prevailing policies.

 

4. Payment and Charges

 

4.1 All Charges associated with an Order are maintained in the Schedule of this Contract.

 

4.2 Any Late Payment Charges incurred are calculated based on the Order Value and are tabled in the Schedule to this Contract.

 

4.3 We reserve the right to remove, reverse, waive or void generally any Late Payment Charge at our sole discretion.

 

4.4 Payment of outstanding amounts owed by you to us may be:

 

4.4.1 made automatically: we may obtain monies from your Nominated Payment Method automatically to pay an Instalment on the Scheduled Due Date, and such monies will first be applied against that Instalment; or

 

4.4.2 made manually: you may make manual payments in respect of outstanding amounts owed by you to us and which are not subject to automatic deduction from your Nominated Payment Method, and such manual payments will be applied in the following order of priority until the monies have all been used:

 

a. first, to any outstanding Instalments;

 

b. second, to any outstanding Charges (excluding any Late Payment Charges); and

 

c. last, to any outstanding Late Payment Charges;

 

4.5 You may also make manual payments for future Instalments which are yet to fall due, provided that you have no outstanding amounts owed to us at that point in time, and such manual payments shall be applied against future Instalments in the order that they would have become due.

 

4.6 We reserve the right to:

 

4.6.1 limit the number of Credit Cards or Debit Cards used to pay your Instalments within a period of time as we may determine in our sole discretion;

 

4.6.2 limit the amount of manual payments that you may make in respect of your Orders;

 

4.6.3 only accept any payment on any Order made after 21 days from the date of the creation of the relevant Order and to reject all attempted payments before such time; and

 

4.6.4 place any additional limitations on you, your Credit Cards or Debit Cards, devices and accounts as we may deem fit and reasonable to protect our financial exposure to you.



5. Instalment Payment Authorization

 

5.1 You hereby expressly consent to, authorize and instruct us and/or hoolah (with or through Licensed PSPs, or any third party payment processors or providers) to initiate recurring Credit Card or Debit Card and/or other types of payments from the Nominated Payment Method in your Account for such amounts and on such Scheduled Due Dates set out in your Instalment Schedule. All Instalments will be automatically charged to your Nominated Payment Method in accordance with your Instalment Schedule.

 

5.2 You acknowledge that you are giving us, the Merchant, and hoolah (with or through Licensed PSPs, or any third party payment processors or providers), the ability to collect or reverse variable payment amounts from or to your Payment Method, in accordance with your Instalment Schedule and the terms of this Contract.

 

5.3 If we are unable to collect any Instalment payments because your Nominated Payment Method declines the payment attempt, the provisions in Clause 4 above shall apply. You may additionally be subject to fees or charges assessed by your card provider, payment provider, payment processor and/or any other financial institution providing the relevant Payment Method.

 

5.4 You agree to be bound by any rules that your Credit Card or Debit Card issuer requires for pre- authorized Credit Card or Debit Card transactions. You are responsible for all fees charged by your financial institution associated with the Instalment payment.

 

6. Disputes, Reversals and Refunds

 

6.1 Disputes. In the event of any dispute between you and us as Merchant:

 

6.1.1 you shall contact us directly, and not hoolah, to file your dispute; and

 

6.1.2 if we are unable to resolve the dispute, you may raise the matter with hoolah. In such case you acknowledge that hoolah is not obliged to intervene and that we are not obliged to follow hoolah’s directions regarding such dispute. 

 

6.2 Reversal. In respect of a Reversal:

 

6.2.1 we, the Merchant, will notify you if we are unable to fulfil any Order and will waive the requirement for you to pay the Instalments in respect of such Order;

 

6.2.2 you will not receive the Product(s) contained in the affected Order; and

 

6.2.3 your Reversal will be processed in accordance with the hoolah Consumer Terms and Conditions.

 

6.3 Refund. In respect of a Refund:

 

6.3.1 it is your duty to notify us, the Merchant, of any Refund request and comply with our Refund process and any other statutory requirements in relation to such refund process. We shall reach an agreement regarding the Refund amount without hoolah’s involvement.

 

6.3.2 in the event of a full Refund being requested by you and approved by us, upon our receipt of the Product(s) which are subject to the Refund request:

 

a. we will waive the requirement for you to pay the Instalments in respect of such Order; and

 

b. your Refund will be processed in accordance with the hoolah Consumer Terms and Conditions.

 

6.3.3 in the event of a partial Refund being requested by you and approved by us, upon our receipt of the Product(s) which are subject to the Refund request:

 

a. we will waive the requirement for you to pay the value of the partial Refund agreed between us and such amount shall be deducted from the aggregate Instalments payable; and

 

b. your Refund will be processed in accordance with the hoolah Consumer Terms and Conditions. 

 

7. Transfers or Assignments

 

7.1 You cannot transfer or assign any rights or obligations you may have under this Contract without our prior written consent.

 

7.2 We may transfer, assign or novate this Contract and any rights and obligations under this Contract to a third party without your prior consent and/or notice to you, including pursuant to Clause 3.6.

 

8. Miscellaneous

 

8.1 No Agency, Partnership etc.

 

Nothing in this Contract shall be deemed to constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Contract. Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.

 

8.2 No Waiver

 

No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy under this Contract shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by law. Any waiver by a party must be in writing and is effective only for the specific purpose for which it is given and for the specific time period, if any, contemplated by it.

 

8.3 Third Party Rights

 

Unless expressly provided to the contrary in this Contract, a person who is not a party to this Agreement has no right under this Contract to enforce or to enjoy the benefit of any term of this Contract. 

 

8.4 Severability

 

If any provision of this Contract or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of this Contract.

 

8.5 Electronic transactions 

 

The parties agree and accept that an execution of this Contract satisfies the legal requirement that it be made in writing and appropriately signed. An entering into this Contract, sending documents, notifications, or correspondence by the counterparty that are made electronically are legally binding, have the same effect as written documents and can serve as an evidence at court, mediation, or any other statutory dispute resolution proceedings for any disputes between the parties.

 

8.6 Entire Agreement

 

You expressly acknowledge that you have read this Contract and understood its provisions, and the parties agree that this Contract, including all documents or other material incorporated by reference or documents executed in connection with or contemporaneously with the Agreement, constitutes the entire agreement between them with respect to the subject matter therein. No promise, inducement, representation or agreement other than as expressly set forth in this Contract has been made to or by the parties. Any term of this Contract may only be amended with the prior written consent of hoolah.

 

8.7 Governing Law and Jurisdiction

 

This Contract shall be governed and construed in accordance with the laws of Thailand. You hereby irrevocably submit to the exclusive jurisdiction of the courts of Thailand.

 

SCHEDULE

 

  1. Late Payment Charges

 

The following Late Payment Charges shall be charged to Consumers for the failure to pay any

Instalment(s) by their Scheduled Due Date and any accompanying grace period (where applicable).

 

Late Payment Charges are calculated based on the Order Value and are capped at 14.8%pa and payable to hoolah.

 

Example (for illustration purposes only):

Khun Nuttapong makes a purchase using Paylater with an Order Value of THB 2,400. This will create three (3) separate and equal Instalments of THB 800 each. When Khun Nuttapong fails to pay any Instalment by the Scheduled Due Date and within any accompanying grace period (where applicable), he will be charged a Late Payment Charge of based on THB2,400. The maximum amount of late Payment Charges that he can accumulate on an order on an annual basis is THB355.20.

 

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