The following definitions apply in these Terms and Conditions unless inconsistent with the context or otherwise specified:

Account

means the virtual ledger account maintained by hoolah SG within the hoolah System in respect of a Consumer.

AML Laws

means any anti-money laundering, know-your-customer and/or antiterrorism laws.

Business Day

means a day in which banks and financial institutions are open for business in Singapore.

Confidential Information

means all information, including personal data, relating to you that you provide to hoolah and/or hoolah Factor/Assignee.

Consumer

means a person who is registered as a consumer in the hoolah System and who purchases or may potentially purchase Products from the Merchant’s Store through the use of the hoolah System.

Consumer Status Tier

means the tier that a Consumer is classified into as part of a tiered system within the hoolah System, which may influence, among other things, a Consumer’s Purchase Limit and any other benefits that the Consumer may be entitled to during its use of the Services.

Credit Card or Debit Card

means a credit card or debit card that has been issued by a financial institution to a Consumer that is tied directly to an operating bank account or other cards acceptable to hoolah SG.

Deferred Payables

has the meaning given to it in Clause 2.1.

hoolah

means Hoolah Holdings Pte. Ltd. (Registration number 2017712213N), with it's registered business address at 65 Pasir Panjang Road, Singapore 118506

hoolah Factor

means Hoolah Factor Pte Ltd. (Registration number 202035453Z), with it's registered business address at 65 Pasir Panjang Road, Singapore 118506

hoolah Group

means hoolah, any of its parents, subsidiaries (as defined in the Singapore Companies Act, Cap. 50) and/or affiliates.

hoolah System

means the system developed by hoolah and operated by hoolah SG for the implementation and administration of an online payment solution, by which a Merchant offers Consumers deferred payment terms, such that Consumers may pay to the Merchant the Order Value in instalments on an interest-free basis, and which includes the performance of validation checks and assessments on Consumers and Merchants using the system, managing accounts and processing transactions and requests.

Hoolah App

means the mobile application developed and operated by hoolah to facilitate the provision of the hoolah System, and which allows Consumers to make cashless payments to the Merchant via the hoolah System by scanning the Merchant’s QR Code and/or paying through the Merchant’s listing on the hoolah App.

hoolah SG

means Hoolah Singapore Pte. Ltd. (Registration number 201813385Z), with it's registered business address at 65 Pasir Panjang Road, Singapore 118506.

hoolah Factor/Assignee

means hoolah Factor or any other assignee of Deferred Payables acceptable to hoolah SG.

hoolah Website

means hoolah’s website, available at www.hoolah.co

Instalment

means one of such number of separate and equal instalments as set out under https://hoolah.co/sg/payments/ that is created by a successful Order pursuant to the hoolah System.

Intellectual Property Rights

means intellectual property rights of any kind including without limitation, all rights in or arising out of patents, trade, service and other marks, layout design rights, registered designs, design rights (and applications for all of the same), copyrights, rights affording equivalent protection to copyrights and design rights, moral rights, trade, product, brand and business names, rights protecting trade secrets and confidential information, get-ups and logos, inventions, discoveries, improvements, designs, techniques, computer programs, trade secrets, supply, distributorship, agency and other like agreements, technical and commercial know-how and confidential processes, all other information including rights acquired under licenses or other agreements in connection with any of the same, rights protecting goodwill and reputation and in every case, all other similar corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

Late Payment Charge

means a charge imposed under the terms of the Purchase Payment Contract on a Consumer as a result of the Consumer failing to pay an Instalment on the Scheduled Due Date and within any accompanying grace period (where applicable).

Merchant

means an approved retailer or retail merchant that allows Consumers to make payments in instalments using the hoolah System for such Consumers' purchase of Products in their Stores.

Nefarious Behaviour

means any behaviour in bad faith including, but not limited to:

1. using the hoolah System for any unauthorised, illegitimate or unintended purposes;

2. inappropriately gaining from the hoolah System or merchants using it;

3. impairing the proper operation of the hoolah System, harming or affecting the hoolah System;

4. reverse engineering the hoolah System; or

5. engaging in fraudulent activities in, through and/or around the hoolah System and/or supporting hoolah Group systems,

Nominated Payment Method

and shall include any attempts by you in relation to the above and any acts Nominated Payment Method means the method of payment (whether a Credit Card or Debit Card or otherwise) nominated by a Consumer for the purpose of making payments in the hoolah System (including payments in respect of Instalments and Late Payment Charges) and acceptable to hoolah SG.

Order

means an order created in the hoolah System as a result of a successful transaction between a Consumer and a Merchant using the hoolah System to effect payment. An Order may comprise a single Product or multiple Products.

Order Value

means the monetary value of an Order, being an amount equal to the price of the Product(s) purchased in an Order, after including any goods, sales, services and/or similar taxes imposed under Singapore law at the time of purchase, and after deducting any applicable vouchers, discounts or gift cards.

Product

means an item and/or service(s) for sale by a Merchant in their Store which forms part of an Order.

Purchase Limit

means the maximum amount of financial exposure and the number of outstanding concurrent Orders that a Consumer is allowed to accumulate for Orders made using the hoolah System, as determined by hoolah SG at its sole discretion. The determination of such Purchase Limit may be influenced by the Consumer Status Tier of the Consumer.

Purchase Payment Contract

means, in respect of the purchase of goods or services by a Consumer from a Merchant, the contract between the Consumer and that Merchant in respect of the instalment payments, with terms as set out in https://hoolah.co/sg/payments/.

Payment Schedule

means the payment schedule referred to in the Purchase Payment Contract.

QR Code

means Quick Response Code, a type of matrix barcode (or twodimensional barcode) that is unique to the Merchant and generated for the Merchant to accept Orders from Consumers via the hoolah System.

Refund

means any refund on any Order that a Consumer may request from a Merchant and which the Merchant will communicate to hoolah SG (and pursuant to which hoolah SG will communicate to hoolah Factor/Assignee) by such means as approved by hoolah SG.

Reversal

means any reversal of any Order that a Consumer may request from a Merchant and which the Merchant will communicate to hoolah SG (and pursuant to which hoolah will communicate to hoolah Factor/Assignee) by such means as approved by hoolah SG.

Scheduled Due Date

means the date on which an Instalment is due to be paid as indicated in the applicable Payment Schedule.

Services

means the provision of the hoolah System as specified in Clause 2.

Singapore Dollars

means the lawful currency of the Republic of Singapore.

Store

means any physical store and/or the online e-commerce store, website or platform where a Merchant offers Products for sale to Consumers.

Unless the context otherwise requires, or as specifically provided otherwise, in the interpretation of these Terms and Conditions:

1. headings are for reference only and shall not affect the interpretation or meaning of any provision of these Terms and Conditions.

2. “written” and “in writing” include any means of reproducing words, figures or symbols in a tangible and visible form;

3. the singular includes the plural and vice versa; and

4. any reference to a clause, party or schedule is a reference to a clause, party or schedule to these Terms and Conditions.

1. Under these Terms and Conditions, hoolah will grant you access to and use of the hoolah System, which will give you the ability to purchase Products from Merchants through their Stores and make payment for such purchases in Instalments and on a deferred basis, such that you shall pay the Order Value to the Merchant in three separate and equal instalments, each of which are payable at the times stated in the Payment Schedule (the aggregate value of such Instalments, the "Deferred Order Value", and the rights, title and interest to the Deferred Order Value, including the right to impose a Late Payment Charge and receive the proceeds thereof, and to determine all requests for Refunds or Reversals in relation thereto, the "Deferred Payables").

2. By using the hoolah System, you acknowledge that the Merchant is permitted to sell, and irrevocably assign, the Deferred Payables to hoolah Factor/Assignee. Upon such assignment, you are obliged to pay the Deferred Order Value to hoolah Factor/Assignee (through hoolah SG as collection and payment agent) in accordance with the Payment Schedule. Should you fail to make the requisite payments to hoolah Factor/Assignee (through hoolah SG as collection and payment agent) by the times states in the Payment Schedule, you further acknowledge that you will be liable to pay to the Merchant (or hoolah Factor/Assignee) a Late Payment Charge in accordance with the Purchase Payment Contract.

3. For the avoidance of doubt, the hoolah System does not constitute a lending or credit facility, or a credit card or charge card, and neither hoolah SG nor hoolah Factor/Assignee provides any credit to Consumers. The purchase of Deferred Payables by hoolah Factor from the Merchant constitutes a factoring transaction.

1. Consumer Eligibility

   1. In order to be eligible to receive the Services, you must:

      1. be a natural person and not a company, partnership or other commercial or noncommercial entity;

      2. be at least 18 years old at the time of any Order made by you;

      3. have a valid email address;

      4. have a mobile telephone number issued by a Singaporean telecommunications carrier;

      5. have a billing address and shipping address located in Singapore; and

      6. own a valid Credit Card or Debit Card which you can use to make payments on the hoolah System.

   2. Your eligibility is assessed and determined upon each Order you make, and hoolah Factor/Assignee reserves the right to deny, suspend or terminate the provision of the Services to you in the manner prescribed in Clause 3.2(i) in the event that you fail to meet the eligibility requirements set out in Clause 3.1(a) at any time, and you shall have no right of recourse or appeal against such decision.

2. Account

   1. Upon making your first Order, you shall provide hoolah SG with the following details:

      1. your date of birth;

      2. a valid email address which belongs to you and of which you are the registered user; and

      3. a valid mobile phone number issued through a Singaporean telecommunications provider and which is registered in your name,

      and such details shall be used to create an Account for you in order for you to manage your Orders and Payment Schedule.

   2. You will be notified upon creation of your Account and will be required to set a password for your Account. You remain solely responsible for the safety and security of such password.

   3. Where you believe that your password has been compromised, you shall notify hoolah SG immediately and in the event that you fail to do so, you shall be liable for further purchases made using your credentials.

   4. You remain responsible for any unauthorised access to your Account except where such unauthorised access is a result of hoolah SG’s failure to take reasonable steps to prevent such unauthorised access.

   5. You shall have only one Account at any given time.

   6. hoolah SG may limit your access to your Account in the following ways:

      1. where you have failed to pay any Instalment(s) by the Scheduled Due Date and within any accompanying grace period (where applicable), hoolah SG may suspend you from making further Orders and may subsequently, including where your outstanding Instalments or payments to hoolah Factor/Assignee have been referred to a third-party collection agency, block access to your Account.

      2. where hoolah SG has reasonable cause to suspect that you have been involved in any Nefarious Behaviour within the hoolah System, hoolah SG:

         1. reserves the right to conduct investigations, with internal and external third-parties, to determine the extent and impact of the suspected Nefarious Behaviour;

         2. may seek your cooperation and assistance in dealing with such activities;

         3. reserves the right to suspend any Account(s) associated with you until such time as such Nefarious Behaviour is halted or restricted to the satisfaction of hoolah SG;

         4. reserves the right to temporarily suspend or permanently block you from using or participating in the hoolah System or its network of Merchants;

         5. may, at its sole discretion, close any Account(s) whether associated with the suspected Nefarious Behaviour or otherwise; and

         6. reserves the right to report such behavior to the relevant authorities

      3. in addition to Clause 3.2(f)(ii), where devices, email accounts and/or phone numbers are being used to perform an Order or create an Account and such devices, email addresses and/or phone numbers are reasonably suspected by hoolah SG to be involved in connection with any Nefarious Behaviour within the hoolah System, hoolah SG:

         1. reserves the right to conduct investigations, with internal and external third-parties, to determine the extent and impact of the suspected Nefarious Behaviour;

         2. reserves the right to block those devices and their attributes;

         3. reserves the right to suspend any and all accounts associated with such devices and their attributes and the suspected Nefarious Behaviour;

         4. rreserves the right to temporarily suspend or permanently block those devices and their attributes from using or participating in the hoolah System or network;

         5. may, at its sole discretion, close any Account(s) whether associated with the suspected Nefarious Behaviour or otherwise; and

         6. reserves the right to report such behavior to the relevant authorities.

   7. You may close your Account at any time provided that:

      1. you have paid in full all Instalments associated with your Orders, and there are no outstanding Instalments or other amounts owed by you to hoolah Factor/Assignee;

      2. you have paid all Late Payment Charges imposed on you, or such Late Payment Charge has been waived, as applicable, by the Merchant or hoolah Factor/Assignee (at the Merchant or hoolah Factor/Assignee's sole discretion);

      3. there are no outstanding disputes between you and hoolah Factor/Assignee or any Merchant;

      4. there are no outstanding Refunds or Reversals from a Merchant that are still pending processing; and

      5. you are not subject to any investigation regarding your Orders or Instalments, or for any other reason as reasonably determined by hoolah Factor/Assignee.

   8. hoolah SG may close your Account:

      1. without your consent or prior notice, if hoolah SG becomes aware that any Account associated with you is being used by a third party or has been compromised in any way whether as a result of your actions or inactions or otherwise;

      2. if hoolah SG considers that you are using the hoolah System inappropriately, illegally, or against the spirit of these Terms and Conditions;

      3. if you have not paid your outstanding Instalments or payments to hoolah Factor/Assignee and:

         1. your outstanding Instalments or payments have been referred to a third-party agency for collection; and

         2. such collection has been carried out with limited or no success.

         and in such case you may not be able to open another Account with hoolah SG for a period of three (3) years or any other period of time that is deemed appropriate by law or regulation, and hoolah SG reserves the rights to:

         1. notify any credit reporting agency or bureau located in Singapore or any agency or bureau that reports such credit reporting information to Singaporean companies, and identify any outstanding Instalments or payments against your known details to hoolah Factor/Assignee as at the date of termination of these Terms and Conditions; and

         2. notify any other statutory or governmental authority regarding the outstanding Instalments or payments and your identity where required under Singapore law.

   9. Should you fail to meet the eligibility requirements set out in Clause 3.1 on an ongoing basis, hoolah SG may suspend, block, withdraw, close and/or otherwise render your Account inoperable.

3. Consumer Status Tier

   hoolah SG may assign every Consumer with a Consumer Status Tier, which is determined in real-time based on various factors as hoolah SG may determine from time to time in its sole discretion, and such Consumer Status Tier may influence your Purchase Limit and any other relevant benefits relating to your use of the Services.

4. Validations, Checks and Risk Assessments

   In respect of any Order, hoolah SG will conduct the following checks and assessments:

   1. real-time checks and validations on the Merchant’s eligibility, exposure limit, product risk and other matters relating to Merchants and the transaction;

   2. real-time checks and validations on your eligibility;

   3. real-time checks and validations your credentials, devices, relationships with other hoolah Consumers and other historical data; and

   4. Purchase Limit assessments based on your Consumer Status Tier, the Order Value, the risks associated with the Products in the Order and your potential capability to pay the relevant Instalments,

   and such Order will be captured in the hoolah System only if hoolah SG and hoolah Factor/Assignee are each satisfied with the results of such checks and assessments.

5. Placement of Orders

   1. Each time you make an Order, you are deemed to have accepted these Terms and Conditions as they stand on the date of placement of the Order.

   2. For every Order you make, you give unconditional and irrevocable consent to the Merchant to sell and assign to hoolah Factor/Assignee the corresponding Deferred Payables, and you agree to pay your Instalments according to the Payment Schedule.

   3. Upon making of your Order, hoolah SG will advise you of the outcome of such Order request:

      1. where the Order request is unsuccessful, hoolah SG will provide you with a reason for the failure and allow you to attempt the Order again for a maximum number of tries within a period of time as hoolah may determine in its sole discretion;

      2. where the Order request is successful, you will be provided with your Payment Schedule and an email receipt in respect of your Order, and hoolah will notify the Merchant of the successful Order.

6. Rejection of Orders

   All Orders are subject to hoolah SG and hoolah Factor/Assignee’s assessment and discretion, and hoolah and hoolah Factor/Assignee reserve the right to reject an Order where:

   1. hoolah SG or hoolah Factor/Assignee has reason to suspect, or becomes aware, that you may have or have materially breached these Terms and Conditions;

   2. you and/or the Merchant fail to satisfy any of hoolah SG’s validations, checks and assessments;

   3. the rejection has been requested by the Merchant associated with the Order, and in such case neither hoolah SG nor hoolah Factor/Assignee is responsible for such rejection and you should reach out to the Merchant should you have any queries relating to it;

   4. you have exceeded or will exceed your Purchase Limit as a result of placing the Order;

   5. the Merchant associated with the Order has exceeded or will exceed its exposure limits (such limit as determined by hoolah Factor/Assignee in its sole discretion);

   6. hoolah SG suspects or becomes aware of suspicious activity from you or the Merchant within the hoolah System, and/or is required to do so for compliance with its obligations under applicable laws and/or regulations including, but not limited to, AML Laws;

   7. hoolah SG suspects or becomes aware generally that the Merchant associated with the Order and/or their systems have been or may have been compromised or there are other security reasons to do so; or

   8. for any other reason as determined by hoolah SG in its sole and absolute discretion.

7. Payment of Instalments

   1. hoolah SG may remind you in advance of each Instalment and their respective Scheduled Due Dates via email. For the avoidance of doubt, your obligations to make payment of each Instalment is unchanged and is irrespective of whether hoolah SG has issued such reminder or otherwise.

   2. You undertake to ensure that your Nominated Payment Method has sufficient funds or limits for payment of the Instalments on their respective Scheduled Due Dates.

   3. In the event that any payment of an Instalment is unsuccessful due to a failure to obtain funds from your Nominated Payment Method, hoolah SG will notify you accordingly

   4. Upon successful payment of all Instalments relating to an Order, hoolah SG will notify you accordingly.

   5. There are limited circumstances under which a Merchant may be liable to re-purchase the Deferred Payables from hoolah Factor/Assignee. If a Merchant re-purchases the Deferred Payables, hoolah SG will notify you accordingly. Pursuant to a re-purchase of the Deferred Payables by a Merchant, payment of the Instalments and any Late Payment Charges should be made to that Merchant (through hoolah SG as collection and payment agent).

   6. All payments between you and hoolah Factor/Assignee in connection with a Deferred Payable or as contemplated under these Terms and Conditions shall be made through hoolah SG as collection and payment agent.

8. Use of the hoolah System in-store

   Where you opt to use the hoolah System to place an Order physically in-store and without prejudice to this Clause 3:

   1. the Merchant will provide you with a QR Code specific to the Store in which you are making your Order;

   2. you shall scan that QR Code;

   3. you shall, when presented with the request, correctly and accurately enter in the hoolah App the full Order Value (including any applicable sales and services taxes and surcharges). The Order Value entered by you constitutes the sole basis of calculating the amount of the Deferred Payables and Instalments payable to us. Any error in entering the Order Value in the hoolah App will be governed by Clause 4(l) below;

   4. after inputting the Order Value, you shall review the following information that is generated on the hoolah App:

      1. the total amount of your Order;

      2. the Payment Schedule; and

      3. your Nominated Payment Method;

   5. you shall, after reviewing the items set out in Clause 3.8(d) above, click "confirm" on the hoolah App to confirm that you accept the Payment Schedule, the details of which will be available for view in your Account; and

   6. hoolah SG may, at its discretion, impose a total spend limit on Orders that are placed physically instore.

You shall:

1. use the hoolah System in accordance with the operating procedures determined by hoolah SG from time to time;

2. keep your contact and Credit Card or Debit Card details up-to-date;

3. supply all information requested by hoolah SG to enable hoolah SG to provide the hoolah System in a timely and truthful manner;

4. not provide hoolah SG or hoolah Factor/Assignee with any information that is false, misleading, untrue or inaccurate in its nature (including any claim of false identity);

5. immediately inform hoolah SG of any actual or potentially fraudulent activities which your Nominated Payment Method has or may have been involved in, and allow hoolah SG to share such information with third-party payment providers for the purposes of reducing further fraudulent activities;

6. be solely responsible for any matters relating to tax or additional fees arising from your use of the hoolah System, including but not limited to:

   1. tax determination;

   2. payment of any taxes or fees required by any governmental or regulatory authority; and

   3. payment of any fees or commission incurred in connection with any exchange of monies associated with any Order;

7. be responsible for your Account, its use and ongoing security, and shall not permit any unauthorized person or other entity to access your Account at any time unless required by law;

8. not use your Account to purchase Products for third parties for the purposes of receiving further or additional payments from such third parties;

9. use your Account in a responsible and lawful manner and not use your Account to procure any goods or services that are illegal or unlawful in nature or in a manner that contravenes any AML Laws;

10. to the fullest extent permitted by law, cooperate with hoolah SG and hoolah Factor/Assignee in the event of any investigation performed by hoolah, hoolah Factor/Assignee, any third-party or any legal, governmental or regulatory authority in relation to any Order, payment or matter related to your Account;

11. be solely responsible for possessing the relevant system requirements and/or devices to enable the use and operation of the QR Codes (you may otherwise be unable to utilise the hoolah System); and

12. when using the hoolah System in-store via the hoolah App, be solely responsible for inputting the correct amount of the Order Value. You acknowledge and agree that hoolah SG shall not be liable for any loss, damage, cost or expense incurred by you as a result of any inaccuracies in the Order Value inputted by you and any shortfall or excess amounts arising from such inaccuracies shall be settled directly between the Merchant and yourself (which may include a Reversal or a Refund).

    You acknowledge and agree that:

    1. 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

    2. Products from Orders made online may be handed to you at the Merchant’s physical store, subject to the prevailing policies of the Merchant.

1. Payment of outstanding Instalments or Late Payment Charges owed by you may be:

   1. made automatically: hoolah Factor/Assignee or (if there is re-purchase of a Deferred Payable) the Merchant, may, through hoolah SG, obtain monies from your Nominated Payment Method automatically to pay an Instalment on the Scheduled Due Date, and such monies will be applied directly against that Instalment; or

   2. made manually: you may make manual payments in respect of outstanding Instalments or other payments owed by you to hoolah Factor/Assignee 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:

      1. first, to any outstanding Instalments; and

      2. second, to any outstanding Late Payment Charges.

2. You may also make manual payments for future Instalments which are yet to fall due, provided that you have no outstanding Instalments, Late Payment Charges or other payments owed to hoolah Factor/Assignee at that point in time, and such manual payments shall be applied against future Instalments in the order that they would have become due. Any surplus monies paid by you to hoolah Factor/Assignee manually will be refunded to your Nominated Payment Method.

3. hoolah SG reserves the right to:

   1. limit the number of Credit Cards or Debit Cards used to pay your Instalments within a period of time as may be determined by hoolah SG in its sole discretion;

   2. limit the amount of manual payments that you may make in respect of your Account and your Orders;

   3. reject or refuse to accept any payment made by you in respect of any Order where it deems necessary, desirable or prudent for regulatory, risk management or other business reasons; and

   4. place any additional limitations on you, Merchants, Credit Cards or Debit Cards, devices and accounts as hoolah may deem fit and reasonable to protect its financial exposure.

1. Disputes

   In the event of any dispute between you and a Merchant:

   1. you acknowledge that the Merchant is solely responsible for dealing with all disputes, complaints, concerns and other issues that you may raise in relation to any Orders placed with that Merchant;

   2. you shall contact the Merchant directly to file your dispute with them;

   3. you should notify hoolah SG of such ongoing dispute so that hoolah SG is aware of the dispute and can take appropriate action; and

   4. if you are unable to resolve the dispute with the Merchant, you may raise the matter with hoolah SG and/or hoolah Factor/Assignee and hoolah SG and/or hoolah Factor/Assignee will use reasonable endeavours in good faith to (but shall not be obliged to) mediate and resolve such dispute, and in such case you acknowledge neither hoolah SG nor hoolah Factor/Assignee is obliged to intervene and that the Merchant is not obliged to follow hoolah SG or hoolah Factor/Assignee’s directions regarding such dispute.

2. Reversals

   You acknowledge that hoolah Factor/Assignee has delegated to the Merchant all of its rights to determine all requests for Reversals in respect of the Products underlying the Deferred Payables that have been assigned to hoolah Factor/Assignee. In the event of a Reversal:

   1. the Merchant is required to lodge a Reversal request with hoolah SG within four (4) hours of the Order being captured in the hoolah System;

   2. it is the duty of the Merchant to notify you if they are unable to fulfil any Order;

   3. subject to the terms and conditions agreed between you and the Merchant relating to the purchase of the Products, the Merchant may not provide you with the Product(s) contained in the affected Order; and

   4. such Reversal will be effected by way of a chargeback to the relevant Nominated Payment Method and will be reflected in your Account

3. Refunds

   You acknowledge that hoolah Factor/Assignee has delegated to the Merchant all of its rights to determine all requests for Refunds in respect of the Products underlying the Deferred Payables that have been assigned to hoolah Factor/Assignee. In the event of a Refund:

   1. it is your duty (and neither hoolah SG nor hoolah Factor/Assignee shall bear any responsibility in respect thereof) to notify the Merchant of any Refund request and to comply with the Merchant’s refund process and any other statutory requirements in relation to such refund process;

   2. the Merchant shall lodge such Refund request with hoolah SG within sixty (60) calendar days of the creation of the Order on the hoolah System. Any Refund request beyond this time must be expressly agreed between you and the Merchant, and the Merchant shall notify hoolah within 24 hours of such agreement to Refund;

   3. where a Consumer has fully paid all three Instalments and a full Refund is agreed as between you and the Merchant (acting on behalf of hoolah Factor/Assignee), you shall return the disputed Product(s) (where applicable) to the Merchant and the Merchant shall acknowledge receipt of the disputed Product(s), upon which:

      1. unless agreed otherwise by hoolah SG and hoolah Factor/Assignee, the Merchant will pay an amount equal to the corresponding Deferred Payables to hoolah SG (as collection agent) who will pay over such amount to you; and

      2. your Account will, thereafter, be updated to reflect the full Refund;

   4. where a partial Refund is agreed as between you and the Merchant (acting on behalf of hoolah Factor/Assignee), you shall return the disputed Product(s) (where applicable) to the Merchant and the Merchant shall acknowledge receipt of the disputed Product(s), upon which:

      1. the amount of the partial Refund will first be applied (rateably, where applicable) against any Instalments (whether due or not yet due) owed by you to hoolah Factor/Assignee which correspond with the Order in respect of which the partial Refund was agreed and which remain unpaid by you. You irrevocably authorise hoolah SG to apply such Refund payment amounts to the extent required to fully satisfy such unpaid Instalments and that such Refund payment amounts (or relevant part thereof) will be, in view of hoolah SG's capacity as the collection and payment agent of hoolah Factor/Assignee, deemed to be immediately and automatically applied to the satisfaction of such unpaid Instalments without requirement for any further action by hoolah SG. Your Account will be updated to reflect the application of such Refund payment amounts (or relevant part thereof) to such unpaid Instalments;

      2. the Merchant (or if agreed to by hoolah Factor/Assignee) hoolah Factor/Assignee will then pay the remainder (if any) of the partial Refund, and which is attributable to the Product(s) in respect of which there has been a partial Refund, to hoolah SG (as collection agent) who will pay over such amount to you;

      3. your Account will, thereafter, be updated to reflect the partial Refund.

4. For the avoidance of doubt, neither hoolah SG nor hoolah Factor/Assignee is obliged to contact or to seek a Refund or Reversal on behalf of you or a Merchant.

5. You agree that hoolah SG and hoolah Factor/Assignee is not responsible for and is not liable for any actions which the Merchant, hoolah SG or hoolah Factor/Assignee takes or fails to take, in respect of a dispute, a Reversal or a Refund (whether expressed under these Terms and Conditions or otherwise), and that hoolah SG and hoolah Factor/Assignee will not be liable for any loss, liability, costs or expenses incurred by you as a result of its taking or failing to take such action.

6. Upon receipt of a Reversal or Refund request, hoolah SG shall, within a reasonable time, process such request and request the Merchant or hoolah Factor/Assignee (as applicable) to pay such refund amount to hoolah SG’s payment processor to be processed in line with the payment processor’s practices. In this regard, you acknowledge and agree that any refund amount due to be paid to your Nominated Payment Method is subject to handling methods outside hoolah SG or hoolah Factor/Assignee’s control and you shall not hold hoolah SG or hoolah Factor/Assignee responsible for any delays caused directly or indirectly by any financial institution or its agents associated with your Nominated Payment Method.

1. If you have any complaints regarding your Account, Instalment payment calculations, outstanding Instalments or other payments, any hoolah staff or any other matter relating to hoolah SG or the hoolah System, please contact us at the details below to raise a formal complaint:

   Email: complaints@hoolah.co

   Mail: 6 Raffles Quay, #11-07, Singapore 048580, Singapore

2. hoolah SG aims to respond to you within 72 hours of receiving such complaint and to resolve the matter within fourteen (14) Business Days of receiving such complaint, failing which hoolah SG will notify you of the reason(s) for such delay and if any further information or action is required from you, and you agree to provide hoolah SG with all reasonable assistance, including providing any additional information requested of you, to resolve the matter.

3. For the avoidance of doubt, hoolah SG will not accept any complaints arising out of your incapacity to pay your Instalments.

1. You acknowledge that:

   1. you are aware that you can access hoolah SG’s other policies (including but not limited to the Privacy Policy) online on the hoolah Website, and you have read, understood and agreed to these policies as hoolah SG may publish from time to time;

   2. hoolah SG does not have any control over the Products offered by Merchants and is not responsible or liable for the quality, quantity or delivery of these Products, and Merchants remain responsible for fulfilling Orders made by you in a timely manner and/or accepting any Refunds; and

   3. hoolah SG is not required to and does not guarantee the identity of any Merchant and/or their staff

1. hoolah SG shall at all times keep confidential and not disclose to any third party the Confidential Information except as permitted by this Clause 9 and for the purposes of performing our obligations under these Terms and Conditions, and agrees to protect the Confidential Information with security measures and a degree of care that would apply to its own confidential information.

2. Notwithstanding Clause 9.1, hoolah SG may disclose Confidential Information:

   1. to other entities in the hoolah Group, any third-party payment providers, hoolah Factor/Assignee and any assignees of hoolah SG or the Merchant;

   2. to its officers, directors, employees, auditors, advisors, subcontractors and other persons providing services to it where (provided that such person is under a duty of confidentiality in relation to the Confidential Information, professional, contractual or otherwise) to the extent necessary for hoolah SG to perform its obligations under these Terms and Conditions;

   3. where requested or required by law, regulation and/or any court of competent jurisdiction or any competent banking, taxation, judicial, governmental, supervisory, regulatory or equivalent body; and

   4. to any other person where necessary for the performance of its obligations under these Terms and Conditions or with your consent.

3. Notwithstanding any other provisions of these Terms and Conditions, the obligations of confidentiality under this Clause 9 shall survive the termination or expiration of these Terms and Conditions for a period of two (2) years thereafter.

1. All Intellectual Property Rights in and related to the hoolah System, hoolah mobile applications, hoolah websites and portals, its composite engineering, know-how and processes shall be and shall remain the exclusive property of hoolah SG and/or its affiliates.

2. You must not copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, re-post to other applications or websites, change, or otherwise distribute, license, sub-licence or transfer in any form any aspect of hoolah SG and/or its affiliates’ intellectual property.

You acknowledge and agree that hoolah SG may collect, use, process, disclose and/or transfer (whether in or outside Singapore) your personal data for the purposes and to the persons as set out in hoolah SG’s data protection policy, which is available on the hoolah Website and may be updated from time to time. hoolah SG shall comply with all applicable data protection and privacy laws and regulations (including but not limited to the Singapore Personal Data Protection Act 2012) and shall have in place adequate safeguards to protect your personal data.

1. Limitation of Liability

   To the extent permitted by applicable law, hoolah SG (including its related bodies corporate, directors, employees, officers, agents and representatives) and any third parties providing services for or on behalf of hoolah SG will not be liable for any direct, indirect, special, consequential, incidental or punitive damages (including without limitation loss of profits, loss of revenue and loss of data) arising out of or in connection with these Terms and Conditions, the hoolah website and the hoolah System. hoolah SG's liability to you for any non-excludable damages shall not exceed the value of any Orders that are to the subject matter of such claim, including any Late Payment Charges that have been applied by hoolah SG against you.

2. Indemnity

   To the extent permitted by applicable law, you acknowledge that you are responsible for and agree to hold harmless hoolah SG from and against any all claims, costs, expenses, damages, liabilities, obligations, and losses (including reasonable legal fees) to the extent arising out of or in connection with your breach of these Terms and Conditions, your negligence or willful misconduct and/or your failure to take reasonable steps to mitigate the claim and/or subsequent losses or damages, save to the extent that such claim and/or subsequent damages, or where it could be reasonably expected to do so, arises as a result of the willful misconduct or gross negligence on the part of hoolah SG, its directors, employees, officers, agents or representatives.

3. Disclaimer of Warranties

   1. Except for any express warranties set forth in these Terms and Conditions and subject to your rights under Singapore consumer protection law, hoolah SG does not provide or give any implied warranties or guarantees to any products or services provided by hoolah SG in relation to your use of the hoolah System, and does not give any warranty or guarantee as to the suitability, availability, suitability of the hoolah System or your eligibility to use the hoolah System.

   2. hoolah SG provides content or material on the hoolah Website that is provided by Merchants, third-parties and other internet-based resources. hoolah SG uses best endeavours to ensure that content or material is correct, accurate, reputable, of high-quality and up-to-date and does not make any warranties or guarantees in relation to that content or the providers of that content. Where any inaccuracy has been brought to hoolah SG’s attention, hoolah SG will attempt to correct any inaccuracies within a reasonable time and where practicable to do so.

   3. You acknowledge that you have not relied on any representation and/or warranty made by hoolah SG which has not been expressly stated or referred to in these Terms and Conditions.

1. All notices or other communications between the parties shall be given in writing and in the English language and shall be delivered:

   1. via electronic mail;

   2. via registered mail or other third-party agents;

   3. via notification through the hoolah App; or

   4. via post,

   (where applicable) to the registered email address or shipping or billing address (as the case may be) associated with your Account.

2. In addition to Clause 13.1, hoolah SG may send general communications as text messages to your registered mobile phone number.

3. For the purposes of this Clause 13, a notice or other communication is taken to be received:

   1. for notices and other communications sent via electronic mail, the day after it was sent;

   2. for notices and other communications delivered via post, three (3) Business Days after the date of postage.

4. If you change your address and fail to notify hoolah SG of such change and the new address, delivery of notices to you at the previous known address is deemed compliant with the notice obligations under this Clause 13.

5. Communications from you to hoolah SG must include the following details:

   1. your Account details, including, but not limited to, the email address and mobile phone number registered with your Account; and

   2. any additional information reasonably requested of you to verify your identity.

6. From time to time, hoolah SG may send marketing information regarding activities in the hoolah network or activities of Merchants that may not relate directly to your Account to the email address or mobile phone number associated with your Account. You have the right to opt out from receiving marketing information at any time and may also choose to opt in again in the future.

1. You shall not transfer or assign any of your rights and/or obligations under these Terms and Conditions without hoolah SG’s prior written consent.

2. hoolah SG may transfer, assign or novate these Terms and Conditions and any rights and obligations under these Terms and Conditions to a third party without your consent and/or notice

3. You acknowledge and agree that hoolah SG may, without your notice or consent, appoint and engage third- party collection agencies to carry out and enforce any actions in relation to any outstanding payments owed by you to hoolah SG.

1. From time to time hoolah SG may unilaterally modify provisions of these Terms and Conditions which apply generally to all Consumers using the hoolah System, without requiring express or implied consent and without prior notice of such modifications, for the following reasons:

   1. hoolah SG changes, alters, amends, removes, and/or introduces functionality to the hoolah System;

   2. hoolah SG introduces new policies in to the hoolah System to protect the hoolah System and its operations;

   3. hoolah SG introduces new products or services in to the hoolah System;

   4. hoolah SG is required to do so by law and/or regulation; and/or

   5. for any other reason as hoolah SG may in its sole discretion find reasonable,

   and in such case, the modified Terms and Conditions will be published on the hoolah Website and publicly accessible at https://www.hoolah.co/sg/terms/, and you will be prompted to accept the modified Terms and Conditions upon making a new Order.

2. For the avoidance of doubt, any Order made by you prior to any modifications remains subject to the prevailing Terms and Conditions as at the time of the placement of the Order, and any existing Orders and Instalments and their constituent attributes such as Fees and Late Payment Charges (where applicable) remain in place until they have been paid in full.

3. If you do not agree to any modifications, you may immediately suspend your Account, settle your outstanding payments due with hoolah SG and hoolah Factor/Assignee within a reasonable time, and subsequently close off your Account without prejudice.

4. You may re-join the hoolah System at any point in time thereafter.

1. No Agency, Partnership etc.

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

2. Force Majeure

   Neither party shall have any liability under or be deemed to be in breach of these Terms and Conditions for any delays or failures in performance of these Terms and Conditions which result from circumstances beyond the reasonable control of that party, except for payment obligations. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

3. Remedies

   Without prejudice to any other rights or remedies a party may have, the Consumer acknowledges and agrees that damages may not be an adequate remedy for any breach of these Terms and Conditions and hoolah SG shall be entitled to the remedies of injunction, specific performance and other equitable relief (but for the avoidance of doubt no right of rescission or, unless expressly permitted, termination) for any threatened or actual breach of these Terms and Conditions.

4. No Waiver

   No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy under these Terms and Conditions 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 these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law. Any term of these Terms and Conditions may be amended or waived only with the consent of the other party and any such amendment or waiver will be binding on all parties. Any consent or waiver required 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.

5. Third Party Rights

   Unless expressly provided to the contrary in these Terms and Conditions, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of these Terms and Conditions.

6. Severability

   If any provision of these Terms and Conditions 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 these Terms and Conditions.

7. Entire Agreement

   You expressly acknowledge that you have read these Terms and Conditions and understood its provisions, and the parties agree that these Terms and Conditions constitutes the entire agreement between them with respect to the Services. No promise, inducement, representation or agreement other than as expressly set forth in these Terms and Conditions has been made to or by the parties.

8. Governing Law and Jurisdiction

   These Terms and Conditions shall be governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore.

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