DEFINITIONS AND INTERPRETATION

1. Definitions
   • In addition to terms defined elsewhere in the Specific Transactional Terms and Conditions (“Specific T&C”) and this General Terms and Conditions (“General T&C”), the following terms shall have the meanings set forth below, unless the context may otherwise require:

     Agreement	Refers to the combination of the General T&C and the Specific T&C as the standard transactional terms and conditions offered by the Company and accepted by the Customer through electronic signature as determined by the Mora BNPL Platform.
     Automatic Debit Transfer	Refers to a Payment Method, which the Customer authorizes the Company to be legally entitled to use the instrument or the Customer’s Account as provided by the Customer to deduct or debit the amount due and payable by the Customer to the Company.
     Buy Now Pay Later (“BNPL”) or Mora BNPL Platform	Refers to this platform, application or system established and authorized by the Company for allowing its Customer to purchase either goods or services from a partnering Merchant through Digital Platform or in Physical Store for the prompt payment or settlement of the Purchase Price to be made by the Company on behalf of the Customer. As a consideration, the Customer shall settle and install the Purchase Price to the Company in accordance with the Instalment Schedule as provided in the Mora BNPL Platform. Purchase Limit : Refers to the limited amount of purchase that the Company agrees to pay for any Purchase on behalf of the Customer. E-Commerce Platform : Refers to any electronic commerce platform either duly established and licensed by the Company or interfaced with the Mora BNPL Platform for matching or intermediating between the Merchants and the Customer.
     First Payment Instalment	Refers to the initial payment that the Customer needs to pay immediately upon confirming and executing the Agreement. The First Payment Instalment is a pre-condition to the effectiveness and validity of the Agreement for the full settlement or the disbursement of the Purchase Price from the Company to the Merchant on behalf of the Customer. Due Date : Refers to any date, when the payment or instalment is due either in accordance with the Instalment Schedule or the terms and conditions as specified in the Specific T&C and the General T&C.
     Manual Electronic Payment	Refers to a Payment Method, which the Customer shall directly process or order the payment of the due instalment or transfer the due instalment to the Company’s Account. Membership T&C : Refers to the membership general terms and conditions that the Customer has entered into with the Company when registering for a user account to use the Mora BNPL Platform.
     Membership T&C	Refers to the membership general terms and conditions that the Customer has entered into with the Company when registering for a user account to use the Mora BNPL Platform.
     Merchant(s)	Refers to any merchant, who is registered to sell any goods and/or services in the E-Commerce Platform as interfaced with the Mora BNPL Platform with the authorization of the Company.
     Instalment Schedule	Refers to the schedule specifying the Due Date for the Customer to make instalment or payment of the Installments in the amount of the remaining Purchase Price after deducting the First Payment Instalment.
     Payment Method	Refers to a method of payment (either through the Automatic Debit Transfer or the Manual Electronic Transfer) that the Customer opts for in the Specific T&C for paying the Installments and other fees and charges to the Company in accordance with the Instalment Schedule.
     Physical Store	Refers to any established location to store, show and sell goods such as retail stores, by which sales are carried out within actual premises owned or leased by the relevant business operator.
     Purchase	Refers to the successful matching of the offer made by the Merchant on the sale of goods through the E-Commerce Platform and the acceptance of the Customer on such offer for the settlement of the Purchase Price to occur.
     Purchase Price	Refers to the total amount of the Customer’s Purchase, as adjusted, and represents the total amount the Customer will have to pay in the total of the First Payment Instalment plus the Installments. In addition to the cost of any goods and/or services, it may be adjusted to include any and all of the following: 1. any applicable taxes (including but not limited to Value added Tax (VAT), Withholding Tax (WHT), etc.), shipping costs, or other fees that the Customer has authorized and is duly charged by a Merchant; 2. any other goods and/or services added to the Customer’s order after the Customer agrees to this Agreement; and/or 3. any adjustments or increases due to exchanges or returns.
     Total Installments	Refers to the amount of the Purchase Price less the First Payment Instalment that the Company pays to the Merchant on behalf of the Customer for the Customer to make repayment to the Company in accordance with the Instalment Schedule.
     USD	Refers to the lawful currency of the United States of America.

2. Interpretation
   • All capitalized word used in this Agreement is defined and referred under Clause 1.1 of this General T&C.
   • The clause and paragraph headings in the General T&C are for ease of reference only and shall not be taken into account in the construction or interpretation of any covenant, condition or provision to which they refer.
   • Words in the General T&C importing the singular meaning shall where the context so admits include the plural meaning and vice versa.
   • References in the General T&C to any laws and regulations shall include and refer to any laws and regulations amending, consolidating or replacing them respectively from time to time and for the time being in force.
   • References in the General T&C to any government or authority shall include and refer to the authority or body succeeding such authority from time to time.
   • Words in the General T&C for the masculine gender shall include the feminine and neuter genders and vice versa and words denoting natural persons shall include corporations and firms and all such words shall be construed interchangeably in that manner.

PURPOSE, VALIDITY AND TERM

1. The Mora BNPL Platform shall only be used by the Customer to finance the Purchase of goods made between the Customer and the Merchant either through the E-Commerce Platform or in Physical Store (“Applicable Purpose”).

2. This Agreement shall be valid from the date, where the Customer has executed the Agreement (both the Specific T&C and the General T&C) through online confirmation or providing electronic signature and fully settles the First Payment Instalment.

PURCHASE LIMIT

1. The Customer hereby provides consent to the Company to collect all information as required for the Company to analyse the repayment capacity of the Customer for determining the Purchase Limit to the Customer.

2. Upon the analysis of the repayment capacity of the Customer, the Company has full discretion to authorize the Customer to use the Mora BNPL Platform to finance the Customer’s Purchase of any goods within the Purchase Limit as specified in the Specific T&C.

PAYMENT TERMS AND CONDITIONS IN ADDITION TO THE SPECIFIC T&C

1. Event of Default
   • Upon the Effective Date of this Agreement, the Customer hereby agrees to pay, to install and to settle all Purchase Price in the amount due including but not limited to future payments in compliance with the terms and conditions as provided under Clause 4 of this Agreement.
   • The Parties agree and acknowledge that the amount of the Purchase Price, in the amount as specified in the Specific T&C, is to be paid directly by the Company to the Merchant upon the First Payment Instalment is made by the Customer to the Company’s Account. During the Term, the Customer shall repay in Installments of the remaining Purchase Prices less the First Payment Instalment to the Company’s Account in accordance with the Instalment Schedule.
2. Currency and AML/CFT
   • The Customer shall pay for Purchase Price and other fee due including future finance charge in United States Dollars.
   • The Customer hereby declares, warrants and represents that his or her Purchase as well as Installments are made for a legal reason and from any valid source in compliance with applicable laws and regulations especially the Law on Anti-Money Launder and Combating the Financing of Terrorism.
3. Liability to the Selected Payment Method
   • The Customer hereby warrants and represents that the Customer has opted for a Payment Method that he or she can honour to make all due payment of the Installments in a timely manner in accordance with the Payment Schedule.
   • The Customer agrees to be liable for any denial made by any financial institution for the settlement of payment made by the Customer to the Company and will be in charge for any fees incurred from the settlement of such payment to the financial institution.
4. Required Information for Payment and Information Storage
   • For the settlement of payment in compliance with the terms and conditions provided under Clause 4 of this Agreement, the Customer acknowledges that all the detail information of the Customer regarding the method of payment shall be reported and provided to the Company and the Customer hereby authorizes the Company to store such information in the Company’s system. The Company may use such information to authorize future charges as described under this Agreement, as the case may be.

UNDERTAKING AND REPRESENTATION OF THE CUSTOMER

• By executing this Agreement, the Customer hereby undertakes and represents that the Customer shall:
  • be legally capable of entering into this Agreement and performing all rights and obligations provided under this Agreement;
  • have a valid email address and phone number;
  • have a valid Payment Card and/or a valid Bank Account;
  • provide true, accurate and complete information and other supporting documents as required from time to time;
  • use the Purchase Limit only for the Applicable Purpose;
  • fully comply with all terms and conditions of this Agreement;
  • maintain and promptly update any information given to the Company and the Mora BNPL Platform so far as to keep the requested or provided information accurate and complete;
  • not allow any third party to use the Customer’s purchase account login information;
  • fully cooperate with the Company in investigating any improper access to the Customer’s purchase account; and
  • provide personal financial information about the Customer that may be requested from time to time to underwriting, security, and/or other purposes related to the Mora BNPL under this Agreement.

DEFAULTS

1. Event of Default
   • The Customer shall be considered as in default in any of the following events:
     • any failure to settle payment, either a part or in full, when it is due;
     • any unsuccessful payment occurring from the denial or rejection from any financial institution or bank of the Customer;
     • become the subject of a bankruptcy or insolvency proceeding;
     • inability to repay and/or perform any and/or all obligations under this Agreement;
     • provision of any inaccurate, untrue or incomplete information, or intentionally commit a defraud or misrepresentations;
     • the Payment Card and/or Bank Account provided by the Customer is restricted, suspended, or terminated or insufficient balance;
     • any occurrence of any event of default as defined under the Membership T&C;
     • if the user account of the Customer with the Mora BNPL Platform is terminated by the Customer or the Company in accordance with the Membership T&C; and/or
     • any failure to comply with any term and condition of this Agreement.
2. In the event of Default made by the Customer, the Company shall be entitled to take any action in accordance with the Specific T&C.

ASSIGNMENT AND TRANSFER

1. The Customer hereby agrees that the Company may assign or transfer its rights and obligations under this Agreement, in whole or in part, without the prior written consent of the Customer. The Customer shall at the request of the Company take all necessary actions and/or cooperate with the Company or any person as required by the Company in connection with such assignment or transfer.

2. The Customer may not, without prior written consent of the Company, assign or transfer its obligations under this Agreement to any third party.

LIABILITY

1. Either Party shall be liable to any third party and/or to the other Party hereto for any losses, delays or damages caused by the defaulting Party.

DISCLAIMERS

• The Customer hereby acknowledges that the Company does not have any power to control over and shall not be liable and responsible for any damage caused by or in relation to the goods purchased from Merchant. In this case, the Customer agrees and acknowledges that Company shall not be bound by the guarantee obligation as follows:
  • quality, conformity, identity, suitability, reliability, or availability of the goods purchased from Merchant; and
  • compliance obligation of the Merchant to fulfill the Purchase made from the Merchant.

MISCELLANEOUS

1. Entire Agreement

   This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter.

2. Amendment

   No amendment of this Agreement shall be effective unless made in writing and signed by all the Parties hereto.

3. Notice

   Any notices required or permitted to be given under this Agreement shall be given in writing and sent to the addresses shown in the Specific Terms and Conditions, unless otherwise provided herein, or to such other address as either Party may from time to time specify in writing to the other Party.

4. Severability

   Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. Should any provision, in whole or in part, or provisions of this Agreement be held invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions or the remainder of such provision shall not in any way be affected or impaired thereby.

5. Language

   The Agreement is made in 02 (two) original copies in English. Each of the Parties shall each keep one (1) copy in each language.

6. Governing Law

   This Agreement shall be governed by, and construed in all respects in accordance with laws of the Kingdom of Cambodia.

7. Dispute Resolution and Jurisdiction

   Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, performance or termination, shall be referred to and finally resolved by arbitration administered by the National Commercial Arbitration Center (“NCAC”) in accordance with the Arbitration Rules of the National Commercial Arbitration Center (“NCAC Rules”) being in force at the time of commencement of arbitration and by reference in this Clause the NCAC Rules are deemed to be incorporated as part of this Agreement. The Tribunal shall consist of 1 (one) arbitrator. The language of the arbitration shall be Khmer. The venue shall be in Phnom Penh.