Loan Service Agreement

Key Points

• Financing is for personal purchases through the Platform; funds are paid to the Merchant, not withdrawn as cash.

• User eligibility is assessed continuously and may include KYC, identity, bank-account and credit checks.

• The Company sets and may adjust the Credit Limit; repayments restore available credit.

• Interest may not exceed 15% effective p.a.; stamp duty is 0.05% of the Credit Limit, with other applicable fees possible.

• Monthly bills specify instalments and due dates; early or partial repayment is permitted.

• Payments are applied to fees first, then interest, then principal, starting with the oldest overdue instalment.

• Goods, delivery and refund matters are primarily handled between the User and Merchant; instalments continue until a refund is validated.

• Default or material breach may result in suspension, termination, accelerated repayment, collection or legal action.

• Users must meet stated eligibility requirements, including age, nationality, legal capacity, KYC and lawful-use requirements.

• Thai law governs the Agreement; disputes go to TIAC arbitration in Bangkok, and electronic signatures/OTP/PIN acceptance are recognized.

REVOLVING FACILITY MASTER AGREEMENT

THIS REVOLVING FACILITY MASTER AGREEMENT is made on the date as set out in Section 1 of Schedule 1 hereto and made between:

(1) Money Buddy (KH) LTD., a company incorporated and existing under the laws of SERC
(Securities and Exchange Regulator of Cambodia) its registered address at No.363, Russian Bldv, Phum Prey Tea2, Sangkat Chaom Chao 3, Khan Pur Senchey, Phnom Penh, Cambodia (the "Company"); and

(2) The party as set out in Section 2 of Schedule 1, who opts to participate in this Agreement including its terms as selected and agreed to via the Money Buddy mobile application (“Platform”) sent by the Company to the User for the purposes of this Agreement (the "User"),
(individually a “Party” and collectively the “Parties”).

IT IS AGREED as follows:

1. DEFINITIONS

“Account” means the User’s valid and active account on the Platform.

"Affiliate” means when used with reference to a specific entity, any entity that, directly or indirectly, or through one or more intermediaries, owns or controls, is owned or controlled by, or is under common ownership or common control with, such specific entity. As used herein, “control” means the power to direct the management or affairs of an entity either through minority rights or otherwise and ownership means the beneficial ownership of 50% or more of the voting equity securities of that entity.

“Agreement” means this Revolving Facility Master Agreement and the relevant Transaction Confirmation Schedule(s), as may be amended from time to time.

“Bill” means a bill for the Service issued by the Company on a monthly basis which lists out, among others, the Monthly Instalment amounts for all relevant Transaction(s).

“Billing Amount” means the aggregate Monthly Instalment amounts (inclusive of Interest and applicable fees) set out in a Bill which is payable to the Company.

“Credit Limit” means the maximum amount of the Facility, as determined by the Company, that the User can utilise for the purchase of Goods on Money Buddy mobile application (“Platform”).

“Event of Default” refers to any or all events of default listed in Clause 10.

“Facility” means the financing facility in the form of procurement of Goods purchased by the User from the Merchants using this Service for personal use or consumption within the agreed period with payment on Instalments basis, together with any of its Transaction Confirmation Schedule(s).

“Goods” means all goods and/or services offered and sold by the Merchants to Users on the Platform.

“Instalment Period” means the monthly Repayment tenure that the User has selected for this Service.

“Interest” means the effective interest rate mentioned in Clause 5.1 and the relevant Transaction Confirmation Schedule(s).

“Merchant” means the party that sells the Goods to Users on a Money Buddy mobile application accessible through the Platform.

“Monthly Instalments” means the Outstanding Amount that is paid on monthly instalment basis during the Instalment Period at an amount and on the date mentioned in the relevant Transaction Confirmation Schedule(s).

“Monthly Instalment Due Date” means the monthly payment date on which each Monthly Instalment will become due and payable to the Company, pursuant to the Instalment Period and as set forth in the relevant Transaction Confirmation Schedule(s).

“Outstanding Amount” means the Principal Amount together with interest and fees (if applicable), and/or such other amount that remains due and owing from the User to the Company.

“Payment Method” means any of the payment method(s) specified and made available on the Platform.

“Penalty” means any late payment interest applicable on the remaining Outstanding Amount which may be incurred by the User in the event of failure to make timely Repayment.

“Money PayLater Terms” means the Terms of Service of Money PayLater Powered by Money Buddy, as may be amended from time to time.

“Platform Terms and Conditions” means the Terms and Conditions of the PayLater Service, Money Buddy Privacy Policy, TikTok Terms of Service, TikTok Privacy Policy, Community Guidelines, TikTok Shop Terms of Use and Sale, Money Buddy mobile application Privacy Policy and other policies on the Platform, as may be amended from time to time, the terms of which are incorporated herein by reference.

“Principal Amount” means the amount of the Facility that the Company provided to the User to be drawdown to settle the purchase price of the Goods mentioned in the relevant Transaction Confirmation Schedule(s), and such amount shall not exceed the Credit Limit.

“Repayment” means the User’s obligation to repay the Outstanding Amount to the Company where the details of each payment amount and payment date are mentioned in the relevant Transaction Confirmation Schedule(s).

“Repayment Amount” means the amount that the User has repaid to the Company in respect of the Outstanding Amount

“Service” means the Money Buddy PayLater Service powered by Money Buddy, a payment solution service being offered by the Company on the Platform which the User can utilise the Facility to make Transactions on TikTok Shop, and subject to the Agreement and the Money Buddy PayLater Terms.

“Money Buddy mobile application ” means the service provided on the Platform which, among others, promote and make available for sale Goods by Merchants to Users of the Platform.

“Transaction” means the purchase of Goods onMoney Buddy mobile application by Users which is paid using the Service.

“Transaction Confirmation Schedule” means the relevant schedule as attached and regulated under this Agreement to define each Transaction summary which are covered under this Facility, in the form substantially set out in Schedule 2 below.

2. THE SERVICE AND FACILITY

2.1 The User has applied via the Platform for the Facility to finance the User’s Transaction by using the Service.

2.2 The User agrees to apply all amounts approved by the Company under this Facility for the sole purpose of paying for the Goods that are obtained on Money Buddy mobile application for the User’s personal consumption.

2.3 The User hereby acknowledges, gives consent, and approves that the Facility obtained under this Agreement and any relevant Transaction Confirmation Schedule(s) shall constitute the Company’s financing facility provided directly by the Company to the User. The User further acknowledges and approves that:

2.3.1 the Company has rights as lender/creditor under this Agreement together with all Transaction Confirmation Schedule(s), renewal and amendment thereto; and

2.3.2 if applicable, for the Facility obtained under this Agreement and any Transaction Confirmation Schedule(s), each User’s personal data and/or Monthly Instalment payment status may be checked, recorded, and reported to the National Credit Bureau and that any delay in Repayment may have an impact on the User’s ability to seek future financing from other financial institutions.

2.4 The Company hereby approves and provide the Facility to the User, and the User agrees to receive the Facility from the Company, in accordance with the terms set forth in this Agreement, the relevant Transaction Confirmation Schedule(s), Money Buddy PayLater Terms and the Platform Terms and Conditions.

2.5 The User agrees and acknowledges that the User’s eligibility for the Service shall be assessed and determined on an ongoing basis at the Company’s sole discretion. The Company reserves the right to deny, suspend or terminate the provision of the Service should the User fail to meet any of the eligibility criteria for the Service, as may be set and determined by the Company from time to time, which it shall assess in its sole discretion.

2.6 The User authorises the Company to make, directly or through third parties, any inquiries necessary to verify the User’s identity, perform credit checks, confirm bank account details, and assess the User’s capability to make payments for the purposes of use of the Service at any time. The User further agrees and authorises the Company to share such information with the Merchant, the Company’s Affiliates and/or any other third party as may be relevant and/or necessary for the provision of the Service.

2.7 The Company shall not be liable for the conditions or quality of the Goods under the Transaction, and the Company shall not entertain disputes by the User for claims of unsatisfactory Goods. The Company also shall not be liable for the delivery of the Goods under the Transaction to the User (or anyone else) which shall be carried out by the Merchant (or such other authorised third party) in accordance with the Platform Terms and Conditions.

3. CREDIT LIMIT

3.1 The Company will assign a Credit Limit to the User’s Account in the amount as set out in Section 3 of Schedule 1.

3.2 The Credit Limit will act as a maximum threshold on the aggregate monetary sum that the User can utilise for Goods purchased via the Platform using the Services. The proceeds of the Facility shall not be available for withdrawal and/or cash out by the User for any reason whatsoever.

3.3 Without prejudice to any provisions of this Agreement, the Company has the sole discretion at any time to increase, decrease or adjust the Credit Limit with notice to the User through the Platform or such other form of notification as deemed appropriate by the Company.

3.4 A decrease of Credit Limit may occur if the User is late on their Monthly Instalment Due Date on a regular basis, or if there is any change in the User’s information that may significantly impact their creditworthiness, or as the Company may deem it relevant to limit further indebtedness of the User.

3.5 For the avoidance of doubt, each Transaction payment through the Service via the Facility shall be considered as a separate drawdown on the Credit Limit.

3.6 Upon settlement of the Monthly Instalments for the relevant Transaction(s) as set out in a Bill, the User’s Credit Limit will be restored by an amount corresponding to the Repayment Amount paid to the Company.

4. DISBURSEMENT

4.1 The disbursement or drawdown of the Facility under the Agreement may be made by way of direct payment of the Principal Amount, as stated in the relevant Transaction Confirmation Schedule, or such other amount as agreed between the Parties, by the Company (directly or through its Affiliate or third party) to the Merchant or such other party designated by the Merchant, in order to settle the purchase price of the Goods by the User to the Merchant.

4.2 The User hereby irrevocably authorises the Company and its Affiliates (or any person authorised and acting on their behalf) to disburse the Principal Amount to the Merchant whose details are set out in the relevant Transaction Confirmation Schedules.

4.3 The Principal Amount shall be disbursed to the Merchant upon confirmation of the Transaction by the User and successful assessment and approval by the Company on the User’s eligibility to use the Service for such Transaction.

5. FINANCE CHARGES, FEES & STAMP DUTY

5.1 On every Transaction made by the User, the User agrees to pay to the Company the Interest in the rate as determined in the relevant Transaction Confirmation Schedule(s), which shall not exceed 15% effective interest rate per annum (including interest rates, fees, fines as these may apply, in accordance with applicable laws and regulations).

5.2 The User agrees to pay all finance charges and/or other fees incurred under this Facility at a rate determined by the Company as set out in the Section 4 of Schedule 1 or as shall be notified to the User from time to time on the Platform, in accordance with applicable laws and regulations.

5.3 Upon the User’s first Transaction, the Company shall have the right, and the User hereby authorises the Company, to pass on the stamp duty fee applicable for this Facility to the Thailand Revenue Department, which shall be calculated at a rate as specified in Section 5 of Schedule 1. The cost of the stamp duty fee shall be paid by the User to the Company upon the first Monthly Instalment Due Date, or through such other manner as will be notified by the Company to the User. The stamp duty fee is subject to change by law from time to time, and the User agrees and consents to any stamp duty fee adjustment in accordance with applicable laws.

5.4 If applicable, for every delay in Repayment or where the User fails to pay the Company the Monthly Instalment(s) by the Monthly Instalment Due Date, the User may be subject to Penalty, as well as debt collection fees, as determined in the relevant Transaction Confirmation Schedule(s).

5.5 The User acknowledges that the Company may exercise its rights as prescribed in the relevant Transaction Confirmation Schedule(s) and as reminded and made available on the Platform in the event that the User fails to pay the Monthly Instalment by the Monthly Instalment Due Date. As provided for under Clause 5.4, such rights include but are not limited to the right to seek collection of the amounts due either independently or by appointing third-party debt collection service providers. The User agrees that personal information may therefore be used to seek contact in order to repay the Monthly Instalment and that all charges and expenses arising out of or in connection with the performance for debt collection may be passed on to the User.

5.6 Without prejudice to the above-mentioned provisions and any other relevant provisions in this Agreement, the Company may at its sole discretion review the finance charges periodically and revise them with due notice to the User with the form of notification as deemed appropriate by the Company.

6. INSTALMENT PLANS & REPAYMENTS

6.1 In respect of any Transaction made via the Service, the User shall make Repayment of the Monthly Instalment in a timely manner to the Company in accordance with Monthly Instalment Due Date as set forth in the relevant Transaction Confirmation Schedule(s).

6.2 The Company will issue the User a Bill for the Service on a monthly basis which will be made available to the User on the Platform detailing: (i) the Billing Amount (being the aggregate Monthly Instalment amounts for all relevant Transaction(s), inclusive of the Interest and applicable fee(s)) payable to the Company for that particular month; and (ii) the Monthly Instalment Due Date on which the Billing Amount is due.

6.3 The Company has the discretion to make any changes or adjustment to the relevant Monthly Instalment amount for a respective Transaction and/or the Billing Amount under a specific Bill due to, among others, full or partial refunds of the Goods or where the User has incurred any fees or Penalty (if applicable). Such changes or adjustment will be reflected in the User’s Account statement which is available to the User at any time via the Platform.

6.4 Any Repayment made by the User will be applied by the Company in or towards the Company’s actual receipt of payment of the User’s liabilities to the Company under the terms of this Agreement and the relevant Transaction Confirmation Schedule(s). The Company has the discretion to apply the Repayment Amount towards any liability or amount due to the Company in any manner or priority, even if the User intended for the Repayment to be applied to a particular Monthly Instalment(s) or Bill.

6.5 The User may choose to either:

6.5.1 make early Repayment of the full amount of the Monthly Instalments ahead of the relevant Monthly Instalment Due Date; or

6.5.2 make multiple payments as partial Repayment of the Monthly Instalments under the relevant Bill at any time before the Monthly Instalment Due Date for the relevant month. Where a partial early Repayment is made, the balance amount due under the Monthly Instalment will remain due on the Monthly Instalment Due Date,

In such case, the Interest is only payable on the Monthly Instalment that is due under the relevant Bill. No Interest will be charged for early Repayment of Monthly Instalment that is not yet due.

6.6 The User shall make Repayment for all or any Monthly Instalments amounts as set out in the Bill through any of the Payment Method(s) specified and made available on the Platform. Where available, the User may make Repayment of the Monthly Instalments through a payment link sent to the User’s email address as registered for this Service in the event that the User is unable to make payment through the Platform, or unable to access the Platform for any reason, or for any other reason as determined by the Company. In such event, User agrees and acknowledges that:

(a) unless instructed otherwise, the payment link is unique and may have an expiration date. The User is responsible for making payment within the specified timeframe and acknowledge that any payment made through that payment link shall be used for the settlement of the User’s outstanding Monthly Instalment(s);

(b) the Company (or any person authorised and acting on its behalf) will, where reasonably practicable, notify and verify the legitimacy of payment links sent to the User by communicating with the User through established channels (such as in-app/Platform message or phone call). The payment link will be sent via email and will not be sent via any other method such as SMS or any messaging application. If the User has any doubts as to the legitimacy of a payment link, the User may contact customer service immediately via the Platform before clicking such link. The Company is not liable for any losses or damages the User may incur as a result of clicking or paying through an incorrect, unauthorised or fraudulent link; and

(c) the payment processing for the payment link may be handled by third party payment processors or providers and the User agrees to be bound by the terms and conditions of the payment processor or provider. The Company is not responsible for any issues or errors that may occur during the payment processing by the third party payment processor or provider.

6.7 The User agrees that any amount of money received by the Company hereunder will be applied in the following order:

(a) First, to pay the fees (if any), with the payment being applied to the Monthly Instalment that has been overdue the longest;

(b) Second, to pay the interest rate, with the payment being applied to the Monthly Instalment that has been overdue the longest; and

(c) Third, to pay the principal debt, with the payment being applied to the Monthly Instalment that has been overdue the longest.

6.8 The User acknowledge and agree that any suspension, deletion or termination of the User’s account on the Platform or the Service for any reason shall not affect the User’s obligation to make Repayment(s) prior to such suspension, deletion or termination of the User’s account on the Platform or the Service. The Company reserve the right to contact the User via email or mobile phone number, and/or take further action against the User in respect of any amounts which remain unpaid, regardless of any suspension, deletion or termination of the User’s account on the Platform or the Service.

7. REFUNDS

7.1 The Company shall not be liable in any way for any exchanges or returns of the Goods under the Transaction, which shall be processed by the User and the Merchant in accordance with the Platform Terms and Conditions.

7.2 Any cancellation of the Transaction or request for refund of the Goods, whether by the User or by the Merchant, as stated in the relevant Transaction Confirmation Schedule(s), shall be done in accordance with the relevant Platform Terms and Conditions. The User acknowledges that the User is responsible for their role in the refund process and the Company is not obliged to contact or seek a refund on behalf of the User.

7.3 Subject to this Agreement, in the event a full refund request has been accepted, processed in accordance with the Platform Terms and Conditions, the Company will validate and process the full refund request upon which:

7.3.1 if the User has not made any payment to the Company, then the Company shall cancel the requirement for the User to pay all Monthly Instalments on such Monthly Instalment Due Dates in respect of that Transaction including the respective Interest on the Monthly Instalment Due Date; or

7.3.2 if the User has made Repayment(s) to the Company, any amounts already paid by the User to the Company (excluding the corresponding Interest) will be applied to set off amounts owed by the User to the Company through the use of the Services (including any other Monthly Instalments payable by the User for other Transaction(s)), until all of the User’s payment obligations are extinguished; and

7.3.3 if there are no remaining payment obligations to be offset against, then: (a) the Company will earmark the excess funds ("Excess Funds") to offset future Monthly Instalments payable under new Transactions made by the User; or (b) the Excess Funds may be withdrawn at the User's option by contacting customer service via the Platform.

7.4 Subject to this Agreement, in the event a partial refund request has been accepted, processed in accordance with the Platform Terms and Conditions, the Company will validate and process the partial refund request upon which

7.4.1 if the User has not made any payment to the Company, then the Company shall cancel the requirement for the User to pay the value of the partial refund ("Partial Refund"). In such case, the Monthly Instalments which remain payable by the User in respect of that Transaction at the relevant Monthly Instalment Due Date shall be adjusted based on the aggregate of the Principal Amount for the relevant Transaction less the Partial Refund divided by the Instalment Period plus Interest; or

7.4.2 If the User has made Repayment(s) to the Company, any amounts already paid by the User to the Company (excluding the corresponding Interest) shall be applied to set off amounts owed by the User to the Company through the use of the Services (including any other Monthly Instalments payable by the User for other Transaction(s)), until all of the User's payment obligations are extinguished; and

7.4.3 If there are no remaining future Instalments to be offset against, then (a) the Company will earmark the Excess Fund to offset future Monthly Instalments payable under new Transaction made by the User, or (b) the Excess Funds may be withdrawn at the User's option by contacting customer service via the Platform.

7.5 Notwithstanding any of the above provisions, if the User has incurred debt collection fee(s) due to failure to make timely payment of the Monthly Instalment(s) prior to the refund request being approved and validated, the relevant debt collection fee(s) for that Monthly Instalment(s) shall continue to be payable and shall not be refunded.

7.6 Until the relevant Goods have been returned (where applicable under the Platform Terms and Conditions) to the Merchant, and such return or refund has been validated and processed in accordance with the Platform Terms and Conditions, the User will continue to remain liable for the full payment of the Goods under the Transaction. All Monthly Instalments will continue to be charged in accordance with the relevant Transaction Confirmation Schedule(s).

8. REPRESENTATION, WARRANTIES AND UNDERTAKINGS

8.1 The User makes the representations and warranties set out in this Clause 8.1 to the Company from and after the date of this Agreement which are deemed to be repeated at all times (having regard to the circumstances existing at the time of repetition) as long as the Facility is actually or contingently due and owing under this Agreement:

(a) the User is a natural person, at least 20 years old, a Thai national and is subject to the laws of Thailand;

(b) the User is a competent person under the laws of Thailand, of required legal age and has full power and legal capacity to enter into, execute, perform and comply with the terms of this Agreement;

(c) the User has provided all necessary personal information which are true, accurate and valid as required by the Company to complete its know-your-customer (KYC) verification process;

(d) the User has successfully completed and passed the Company’s KYC process, which may include identity verification, biometric facial scans, and multi-factor authentication processes;

(e) if applicable, the User has obtained all licenses and approvals to execute this Agreement and to receive the Facility from the Company;

(f) the User is not in bankruptcy and does not have knowledge of any events and/or circumstances which might lead to the User’s bankruptcy in the next 3 months;

(g) the User is not involved in any case or dispute, and no lawsuit or investigation by any governmental agency, body or regulatory authority or any other party is pending or to be instituted against the User;

(h) the User is not in default or declared in default by other third parties;

(i) the entry into and performance by the User of, and the transactions contemplated by, this Agreement do not and will not conflict with:

(i) any law or regulation applicable to the User;

(ii) any order of any court or any governmental agency; or

(iii) any arrangement, agreement or instrument binding upon the User or any of their assets or constitute a default or termination event (howsoever described) under any such arrangement, agreement or instrument;

(j) there is no material adverse change in the financial condition of the User or other conditions which will materially affect the ability of the User to perform the User’s obligations under this Agreement;

(k) the obligations expressed to be assumed by the User in this Agreement are legal, valid, binding and enforceable obligations;

(l) the User is an authorised holder of an eligible debit card, charge card, credit card, or other payment method as may be accepted by the Company and/or Platform from time to time;

(m) the User has an account on the Platform which is still subsisting; and

(n) the User will use the Services for lawful purposes only and in accordance with this Agreement, the Platform Terms and Conditions and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

8.2 The User agrees that the undertakings in this Clause 8.2 will remain in force from the date of this Agreement for so long as any amount is outstanding under this Agreement:

(a) the User shall promptly obtain, comply with, and do all that is necessary to maintain in full force and effect (and supply certified copies to the Company) of any authorisation required to:

(i) enable the User to perform their respective obligations under this Agreement; and

(ii) ensure the legality, validity and enforceability and admissibility in evidence of this Agreement;

(b) the User shall and hereby undertakes to continue to observe, perform, and be bound by all whatsoever conditions, covenants, liabilities and stipulations under this Agreement, the Money Buddy PayLater Terms and the Platform Terms and Conditions; and

(c) the User shall ensure that their obligations under this Agreement will rank at all times at least pari passu in right of priority and payment with the claims of all of their unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law.

9. TERMINATION

9.1 Except as set out below, the Facility or this Agreement shall not be terminated, cancelled and/or revoked in any way whatsoever once the Company has given final approval and disbursement of the Facility to the User.

9.2 The obligations of the Parties hereunder, excluding those which expressly survive the termination of this Agreement or Repayment of the Facility, shall terminate only upon indefeasible Repayment in full of the final Outstanding Amount (including accrued Interest and all fees, charges and other amounts due and payable hereunder).

9.3 Notwithstanding the above and subject to the Company’s rights as stipulated under this Agreement, the Company has the sole discretion to terminate this Agreement or the Service immediately upon notice to the User where any of the event set out below remains uncured more than thirty (30) days after receipt of such written notice:

(a) User materially breaches any provision of this Agreement, Money Buddy PayLater ** Terms, or Platform Terms and Conditions;**

(b) if any of the representation or warranty given by the User under this Agreement ceases to be true, complete and accurate in any respect;

(c) if any information provider by the User proves to be materially false or misleading, including but not limited to where the User provided false information or misrepresented or concealed any personal details when entering into this Agreement;

(d) where the User did not enter into this Agreement in their own name, including where the User acted for an undisclosed principal or acted as an express, implied or ostensible agent for another party;

(e) where any part of the Service is being used or was used for illegal purpose;

(f) where the User’s account on the Platform is suspended or terminated for any reason;

(g) where the Company has reasonable grounds to believe that the User has engaged in illegal, unethical or inappropriate conduct;

(h) upon request, requirement, condition or recommendation of the relevant regulatory authority;

(i) where Company suspects or becomes aware that the User’s account on the Platform is compromised or subject to unauthorised access; or

(j) upon the occurrence of any of the Event of Default set out in this Agreement.

9.4 If the Agreement is terminated pursuant to
Clause 9.3 above, the Company has the right to:

(a) cancel the Service;

(b) cancel all further Monthly Instalments Repayments; and

(c) demand Repayment of the whole Outstanding Amount in the User’s Account and payment of applicable finance charges, including but not limited to collection costs in relation to any amount that is in default; and

(d) exercise any action to enforce the Repayment or the Company’s rights under the Agreement.

9.5 The following provisions of this Agreement shall survive termination of the Agreement or access to the Service: Clauses 5, 6, 7, 9, 15 and 17.

10. EVENT OF DEFAULT

10.1 Any of the events below shall constitute an event of default of this Agreement and the relevant Transaction Confirmation Schedule(s) by the User.

(a) the User does not pay or the Company does not receive on the due date any amount payable pursuant to this Agreement;

(b) the User does not comply with any provision of this Agreement (other than as set out in clause 10.1(a) above). However no event of default will occur if the failure to comply is capable of remedy and is remedied in full to the Company’s satisfaction within a reasonable period as may be agreed between the Parties but shall be no longer than thirty (30) days of the earlier of (i) the Company giving notice to the User; and (ii) the User becoming aware of the failure to comply;

(c) if a representation, certificate, statement or document made or deemed to be made by the User in relation to this Agreement, or any other document delivered by or on behalf of the User under or in connection with this Agreement is or proves to have been incorrect or misleading when made or deemed to be made or proves to be a counterfeit, false or not in accordance with the actual condition in any matters considered important by the Company;

(d) it is or becomes unlawful for the User to perform any of its obligations under this Agreement or any obligation of the User under this Agreement are not or cease to be legal, valid, binding or enforceable;

(e) if the User is, becomes, or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspend making payments on any of its debts, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (or any class of them) with a view to rescheduling any of its indebtedness;

(f) if the User is or becomes or is declared bankrupt or insolvent or consents to the appointment of a trustee, custodian, intervener or receiver for him or for his assets, or any such trustee, custodian, intervener or receiver is appointed, or any arrangement or, composition with creditors, or bankruptcy proceedings (or proceedings similar in purpose or effect) is instituted by or against the User;

(g) if the User is involved in a case before the court and/or all or part of the User’s assets, if any, are seized by a competent agency or by other parties;

(h) if any legal proceedings, suit or action is instituted against the User and if after the Company has reviewed the matter with the User, the Company is of the opinion that it will materially affect the User’s ability to fulfil their obligations under this Agreement;

(i) if the User defaults under any other agreement or arrangement whatsoever with the Company; or

(j) if any other event(s) occur or circumstances arise which in the opinion of the Company will prevent the User from duly and promptly performing or complying with its obligations under this Agreement.

10.2 On and at any time after the occurrence of an Event of Default, the Company may issue a warning to the User, and if such Event of Default is not cured within a reasonable period as may be agreed between the Parties but shall be no longer than thirty (30) days, the Company shall be entitled to terminate the Agreement and, by notice to the User, take any of following actions:

(a) block or suspend the User from applying for another service similar to this Service in the Platform;

(b) declare that all or part of the Facility, together with accrued Interest and/or any other fees or changes and other amounts accrued or outstanding under this Agreement, be immediately due and payable on demand;

(c) exercise any or all of its rights, remedies, powers or discretion under this Agreement, including taking any collection, legal or enforcement action; and/ or

(d) impose any restrictions and/or further conditions to the User’s access to and the use of the Service, TikTok Shop or the Platform.

11. CROSS DEFAULT

The Company reserves the right to proceed with legal proceedings against the User or to recall, suspend, withhold or withdraw the Facility if there is a default in the payment of any monies due by the User hereunder or under any other account or agreement with the Company or its Affiliates or with any other financial institution or if there is a default in the payment of any monies under the accounts of any other party of which the User is a guarantor.

12. TRANSFER OF RIGHTS AND OBLIGATIONS

12.1 The User shall not, in any manner and reason whatsoever, be entitled to transfer or assign its rights and obligations hereunder, whether partially or entirely to any party without the prior written approval from the Company. Any attempt to do so shall be void.

12.2 The Company shall be entitled, by giving prior written notice to the User equivalent to one (1) instalment period, to pledge, secure or in any manner assign or transfer its rights and obligations under this Agreement, whether partially or entirely, or under any receivables or claims of the Company under this Agreement and each individual transaction in each relevant Transaction Confirmation Schedule(s), to any third party through subrogation, cession, joint financing agreement or any other form of cooperation agreement or arrangement. In the event this Agreement and its related Transaction Confirmation Schedule(s) consist of one (1) Monthly Instalment period only, the User consents and further waives any rights to set up defence against the Company’s rights listed under this Clause.

13. COSTS

13.1 The User agrees that all costs regarding this Agreement as well as other costs arising from this Agreement and implementation thereof as well as all costs arising to collection and enforcement of this Agreement will be borne and paid by the User.

14. NOTICE

14.1 Any communication to be made under or in connection with this Agreement shall be made in writing and unless otherwise stated may be made by letter or email.

14.2 The Company may provide notices to the User under this Agreement via the Platform and/or the email address or mobile phone number provided by the User. Such notices shall be deemed received upon successful transmission unless stipulated otherwise.

15. PERSONAL DATA AND DISCLOSURE OF INFORMATION

15.1 All personal data acquired by the Company from the User shall be used in accordance with the requirements under Personal Data Protection Act B.E. 2562 (2019) of Thailand and applicable privacy policies of the Company.

15.2 The User hereby agrees, consents and admits that as long as the Facility continues and/or as long as any amount remains outstanding under the Facility, the Company is entitled to disclose all or any part of any information of the User, reports or documents supplied in connection with the Facility:

(a) to its auditors, legal counsel and other professional advisors;

(b) debt collectors;

(c) credit bureau, alternative credit scoring agencies and other credit reporting organisations;

(d) if applicable, to any financier or regulatory authority and/or authorised party(ies) to whom such person is required to make such disclosure;

(e) to the Company’s Affiliates and any entity within its group of companies, and such entity shall also be entitled to make such disclosure to the Company and/or to the other Affiliates or entities within such group of companies;

(f) to any guarantor and/or surety, if applicable;

(g) pursuant to subpoena or other legal process or in connection with any action, suits or proceeding relating to the Agreement; or

(h) pursuant to the requirement under the law.

16. CHANGES TO THE AGREEMENT AND/OR SERVICE

16.1 The Company may amend this Agreement from time to time, for instance when the Company updates the functionality of the Services, or when there are regulatory changes. The Company will use commercially reasonable efforts to generally notify the Users of any material changes to this Agreement, such as through a notice on the Platform. The User’s continued access or use of the Service after the effective date of the new Agreement constitutes the User’s irrevocable acceptance of the new Agreement. If the User does not agree to the new Agreement, the User must stop accessing or using the Service.

16.2 The Company hereby reserve the right at its sole discretion, to change, modify, disable, suspend or discontinue all or any part of the Service, temporarily or permanently at any time or upon notice and for any reason subject to compliance with applicable laws. The User’s continued use of the Service shall be deemed as an irrevocable acceptance of this Agreement and any such revisions.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of Thailand.

17.2 Any dispute arising out of or in relation to this Agreement shall be referred to and resolved finally by arbitration administered by the Thailand Arbitration Center in accordance with the Thailand Arbitration Center Rules on Arbitration for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Bangkok, Thailand. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. Nothing in this Clause shall preclude either Party from applying for urgent interlocutory relief from any court of competent jurisdiction and for this purpose, the Parties expressly submit to the jurisdiction of any such court.

18. MISCELLANEOUS

18.1 Without prejudice to other rights of the Company under the Agreement, the Company may at any time set-off any amount due to the Company from the User against any amount due from Company to the User.

18.2 If a User passes away or no longer has legal capacity, all of User’s debts and obligations arising hereunder shall constitute debts and obligations of the User’s heir(s).

18.3 This Agreement including all links, schedules, documents and policies incorporated by reference or documents executed in connection with this Agreement, shall constitute the whole legal agreement between the Parties and govern the User’s use of the Service and completely replace any other agreements between

18.4 The Company does not guarantee that the Service will be secure or free from bugs or viruses. The User is responsible for configuring your information technology, computer programmes and platform to access the Service. The User should use their own virus protection software.

18.5 If any of the provision(s) in this Agreement becomes unlawful or unenforceable or invalid or declared null and void due to government regulations or a court’s judgement, such matter shall not affect the validity of the other provisions in this Agreement, and the other provisions shall remain valid, binding and enforceable as stipulated in this Agreement, in this case the User and the Company agree to enter into and execute documents containing provisions to replace such unlawful or unenforceable provisions.

18.6 Company’s failure or delay to insist upon, exercise or enforce any provision or any right under this Agreement shall not be construed as a waiver of such provision or right.

18.7 Unless expressly stipulated otherwise herein, any and all authorities stipulated in this Agreement are irrevocable and cannot be terminated based on any reason whatsoever.

18.8 This Service is subject to this Agreement, the relevant Transaction Confirmation Schedule(s) and the Money Buddy PayLater Terms. This Agreement shall be deemed to incorporate the provisions of the Money Buddy PayLater Terms as though all such provisions were set forth herein. In the event of any conflict between the provisions of this Agreement, the relevant Transaction Confirmation Schedule(s) and the Money Buddy PayLater Terms, such conflict shall be resolved in the following manner:

(a) in the event of conflict between the provisions of relevant Transaction Confirmation Schedule(s) and the provisions of the remainder of this Agreement, the conflicting provisions of the relevant Transaction Confirmation Schedule(s) will govern with respect to the Service and Facility covered by such Transaction Confirmation Schedule(s);

(b) in the event of conflict between the provisions of relevant Transaction Confirmation Schedule(s) and the provisions of the Money Buddy PayLater Terms, the conflicting provisions of the relevant Transaction Confirmation Schedule(s) will govern with respect to the Service and Facility covered by such Transaction Confirmation Schedule(s); and

(c) in the event of a conflict between the provisions of the Money Buddy PayLater Terms and the provisions of the remainder of this Agreement other than the relevant Transaction Confirmation Schedule(s), the conflicting provisions of this Agreement shall govern.

18.9 This Agreement is provided in both English and Thai versions. In the event of any conflict or inconsistency, the Thai version shall prevail.

18.10 Each Party agrees that this Agreement and any other document to be delivered in connection herewith may be signed (and delivered) electronically or by entering a one-time password (OTP) or by using the PIN that the User has set up in the Platform or by any such other method to indicate agreement and acceptance to be bound by the terms of this Agreement, and that any electronic signature appearing in this Agreement or any such document shall have the same effect as a wet ink signature for the purposes of its validity, enforceability and binding effect.

This Agreement is entered into by the Parties on the date as set out in Section 1 of Schedule 1.

{{.legal_name}}
<time stamp when the application is approved {{.success_detail_date}}>

Company
Digitally signed for and on behalf of Money Buddy (KH) Ltd.
<time stamp when the application is approved {{.success_detail_date}}>

If you have any questions or feedback about this Agreement or the Money Buddy PayLater Service, please contact us via Live Chat on TikTok PayLater or at admin@moneybuddykh.com.kh. We will respond to you as soon as possible

SCHEDULE 1

[This Schedule shall form an integral part of this Agreement]

Facility No. {{.agreement_id}}

Section Subject Matter Particulars 1. Date of this Agreement {{.success_date}} 2. Details of the Borrower Name: {{.legal_name}}
Identification No.: {{.id_number}} 3. Credit Limit {{.credit_limit}} 4. Finance Charges / Monthly Interest As set out in the relevant Transaction Confirmation Schedule(s) 5. Stamp Duty 0.05% of Credit Limit

TRANSACTION CONFIRMATION SCHEDULE
TIKTOK PAYLATER POWERED BY Money Buddy
Facility No. [ ]

We refer to the Revolving Facility Master Agreement entered into between the Company and the User, as referenced under the abovementioned Facility No. (the “Agreement”). Terms in this Transaction Confirmation Schedule have the same meanings as in the Agreement. 
The Parties hereby agree to complete this Transaction in accordance with the Agreement, with details as follows:

1.   Details of User / Purchaser   a. Name : [ ]   b. ID number : [ ] 2.   Purchase Transaction       a. Goods : [ ]   b. **Total Value of Goods ** : THB [ ]   c. Transaction date : [DD-MM-YYYY] 3.   **Principal Amount ** : THB [ ] 4.   Down payment :  Not applicable 5.   Instalment Period : [ ] months 6.   Every Monthly Instalment Due Date : [DD-MM-YYYY], {DD-MM-YYYY],… 7.   Expiry date of Instalment or one-time repayment date : [DD-MM-YYYY] 8.   Interest rate : [* * ] per month effectively reducing principal (not exceeding 15% effective interest rate p.a.) 9.   Instalment amount per month including interest or one-time repayment amount including interest: :  THB [* * ] 10.   Fees and charges   a. Stamp duty : 0.05% of Credit Limit   b. Service fee : Not applicable   c. Late payment interest : Not applicable   d. Debt collection fees 
(if applicable) : Applicable only if User has an outstanding or due debt amount of more than THB 1,000:
• THB 50 will be charged on the first overdue bill (in event of default payment in one billing cycle only); or
• THB 100 per bill (in case of default payment for more than one billing cycle)
Debt collection fees may be amended by the Company from time to time in accordance with applicable laws, and notified to the User accordingly. 11.   Prepayment : Prepayment is available if requested. Interest rate will be adjusted accordingly. 12.   Instalment repayment method : To be paid via the Platform, based on the payment methods available on the Platform, or such other method designated by the Company in the Agreement or as notified to User.

Illustration of the Distribution of Principal Amount, Interest and Instalment Amount:

Instalment Period Instalment Due Date Total Instalment Amount Payable per Month (THB) Details of Instalment Outstanding Amount       Principal Amount per Instalment (THB) Interest Amount per Instalment (THB) **Outstanding Principal Amount (THB) ** Outstanding Interest Amount (THB) [ ] [ ] [ ] [ ] [ ] [ ] [ ]

Unless stipulated otherwise in this Transaction Confirmation Schedule, any terms or definition used in this Transaction Confirmation Schedule shall have the same meaning and definition as the terms or definition used in the Agreement. 

Sincerely
For and on behalf of PIPO FINTECH (TH) LTD.

Please note:
* By placing order or confirming the purchase of Transaction and providing the PIN that the User has set up in the Platform or such other method to complete such Transaction, User agrees and accepts that such actions shall be considered as sufficient and complete evidence of authentication and User’s electronic signature. Such evidence shall be binding to the User and have the same force and effect as a wet-ink signature. 
* This is a computer-generated document and it does not require a signature. This document shall not be invalidated solely on the ground that it is not signed. 

User
<time stamp when Transaction is completed (DD-MM-YYYY HH:MM)>

If you have any questions or feedback about this Schedule or the TikTok PayLater Service, please contact us via Live Chat on TikTok PayLater or at admin@moneybuddykh.com.kh..We will respond to you as soon as possible.