LAZADA

1. Definitions & Interpretation

Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to
these Terms of Use.

2. General use of Services and/or access of Platform

2.1 Guidelines to the use of Platform and/or Services: You agree to comply with any and all the guidelines, notices,
operating rules and policies and instructions pertaining to the use of the Services and/or access to the Platform, as
well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these
guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and
bound by any changes to the foregoing upon their publication on the Platform.

2.2 Restricted activities: You agree and undertake NOT to:

(a) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or
entity;

(b) use the Platform or Services for illegal purposes;

(c) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks
connected to the Platform or Services;

(d) post, promote or transmit through the Platform or Services any Prohibited Materials;

(e) interfere with another’s utilization and enjoyment of the Platform or Services;

(f) use or upload, in any way, any software or material that contains, or which you have reason to suspect that
contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the
Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the
Platform or Services; and

(g) use the Platform or Services other than in conformance with the acceptable use policies of any connected
computer networks, any applicable Internet standards and any other applicable laws.

2.3 Availability of Platform and Services: We may, from time to time and without giving any reason or prior notice,
upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any
Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from
accessing the Platform or any part of the Services.

2.4 Right, but not obligation, to monitor content: We reserve the right, but shall not be obliged to:

(a) monitor, screen or otherwise control any activity, content or material on the Platform and/or through the
Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained
herein and may take any action it deems appropriate;

(b) prevent or restrict access of any Customer to the Platform and/or the Services;

(c) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate
authorities and to co-operate with such authorities; and/or
(d) to request any information and data from you in connection with your use of the Services and/or access of the
Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or
data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or
fraudulent information and/or data.

2.5 Privacy Policy: Your use of the Services and/or access to the Platform is also subject to the Privacy Policy as set
out Here.

2.6 Terms & Conditions of Sale: Purchases of any Product would be subject to the Terms & Conditions Of Sale.

2.7 Additional terms: In addition to these Terms of Use, the use of specific aspects of the Materials and Services,
more comprehensive or updated versions of the Materials offered by us or our designated sub-contractors, may be
subject to additional terms and conditions, which will apply in full force and effect.

3. Use of Services

3.1 Application of this Clause: In addition to all other terms and conditions of these Terms of Use, the provisions in
this Clause 3 are the additional specific terms and conditions governing your use of the Services.

3.2 Restrictions: Use of the Services is limited to authorized Customers that are of legal age and who have the legal
capacity to enter into and form contracts under any applicable law. Customers who have breached or are in breach
of the terms and conditions contained herein and Customers who have been permanently or temporarily suspended
from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 3.2.

3.3 General terms of use: You agree:

(a) to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree
to conduct any activity relating to the Services in good faith; and

(b) to ensure that any information or data you post or cause to appear on the Platform in connection with the
Services is accurate and agree to take sole responsibility for such information and data.

3.4 Product description: While we endeavor to provide an accurate description of the Products, we do not warrant
that such description is accurate, current or free from error.

3.5 Prices of Products: All Listing Prices are subject to taxes, unless otherwise stated. We reserve the right to amend
the Listing Prices at any time without giving any reason or prior notice.

3.6 Third Party Vendors: You acknowledge that parties other than Lazada (i.e. Third Party-Vendors or Sellers) list and
sell Products on the Platform. Whether a particular Product is listed for sale on the Platform by Lazada or a Third-
Party Vendor may be stated on the webpage listing that Product. For the avoidance of doubt, each agreement
entered into for the sale of a Third-Party Vendor’s Products to a Customer shall be an agreement entered into directly
and only between the Third-Party Vendor and the Customer. You further acknowledge that Third Party Vendors may
utilize paid services offered by Lazada to promote their Product listings within your search results on the Platform.
Such Product listings may be accompanied by a “megaphone” logo.  

4. Customers with Lazada accounts

4.1 Username/Password: Certain Services that may be made available on the Platform may require creation of an
account with us or for you to provide Personal Data. If you request to create an account with us, a Username and
Password may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our
sole and absolute discretion in connection with the use of the Services and/or access to the relevant Platform. We
may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith
invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or
responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such
request or invalidation. You hereby agree to change your Password from time to time and to keep the Username and
Password confidential and shall be responsible for the security of your account and liable for any disclosure or use
(whether such use is authorized or not) of the Username and/or Password. You should notify us immediately if you
have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has
been compromised or if there has been any unauthorized use of the Username and/or Password or if your Personal
Data requires updating.

4.2 Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the
Platform and any information, data or communications referable to your Username and Password shall be deemed to
be, as the case may be:

• (a) access to the relevant Platform and/or use of the Services by you; or

• (b) information, data or communications posted, transmitted and validly issued by you.

You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use are
authorized by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you
solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further
agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses
attributable to any use of any Services and/or or access to the Platform referable to your Username and Password.

5. Intellectual property

5.1 Ownership: The Intellectual Property in and to the Platform and the Materials are owned, licensed to or
controlled by us, our licensors or our service providers. We reserve the right to enforce its Intellectual Property to the
fullest extent of the law.

5.2 Restricted use: No part or parts of the Platform, or any Materials may be reproduced, reverse engineered,
decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored,
framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or
installed on any servers, system or equipment without our prior written permission or that of the relevant copyright
owners. Subject to Clause 5.3, permission will only be granted to you to download, print or use the Materials for
personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant
copyright owners retain all copyright and other proprietary notices contained in the Materials.

5.3 Trademarks: The Trademarks are registered and unregistered trademarks of us or third parties. Nothing on the
Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license
or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks displayed on the
Services, without our written permission or any other applicable trademark owner.

6. Our limitation of responsibility and liability

6.1 No representations or warranties: The Services, the Platform and the Materials are provided on an “as is” and “as
available” basis. All data and/or information contained in the Platform, the Services or the Materials are provided for
informational purposes only. No representations or warranties of any kind, implied, express or statutory, including
the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a
particular purpose, are given in conjunction with the Platform, the Services or the Materials. Without prejudice to the
generality of the foregoing, we do not warrant:

(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in
the Platform, the Services or the Materials;

(b) that the Platform, the Services or that any of the Materials will be provided uninterrupted, secure or free from
errors or omissions, or that any identified defect will be corrected;
(c) that the Platform, the Services or the Materials are free from any computer virus or other malicious, destructive or
corrupting code, agent, program or macros; and

(d) the security of any information transmitted by you or to you through the Platform or the Services, and you accept
the risk that any information transmitted or received through the Services or the Platform may be accessed by
unauthorized third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to
be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject
to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due
to the public nature of the Internet.

6.2 Exclusion of liability: Lazada Indemnitees shall not be liable to you for any Losses whatsoever or howsoever
caused (regardless of the form of action) arising directly or indirectly in connection with:

(a) any access, use and/or inability to use the Platform or the Services;

(b) reliance on any data or information made available through the Platform and/or through the Services. You should
not act on such data or information without first independently verifying its contents;

(c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or
other malicious, destructive or corrupting code, agent program or macros; and

(d) any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents
or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

6.3 At your own risk: Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the
Platform is entirely at your own risk and we shall not be liable therefor.

7. Hyperlinks, and alerts

7.1 Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that
are owned or operated by third parties. Such linked websites or content are not under our control and we are not
liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity,
inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any
linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such
websites or content and you agree that your access to or use of such linked websites or content is entirely at your
own risk.

7.2 Promotions: We may attach banners, java applets and/or such other materials to the Platform for the purposes of
promoting our or our Third-Party Vendors’ products and/or services. For the avoidance of doubt, you shall not be
entitled to receive any payment, fee and/or commission in respect of any such promotional materials.

8. Your submissions and information

8.1 Submissions by you: You grant us a non-exclusive license to use the materials or information that you submit to
the Platform and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions
(collectively, “Submissions”). When you post comments or reviews to the Platform, you also grant us the right to use
the name that you submit or your Username in connection with such review, comment, or other content. You shall
not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as
to the origin of any Submissions. We may, but shall not be obligated to, publish, remove or edit your Submissions.

8.2 Consent to receive e-mails: You give your full, free, and unequivocal consent and authority to the collection,
processing and use by us of any information provided by you (including Personal Data) for the purposes of sending
informational and promotional e-mails and any and all communications, notices, updates and other information to
you,. Your agreement to the provisions of this Clause 8.2 shall constitute your consent for the purpose of the
provisions of any spam control laws (whether in Philippines or elsewhere). You may subsequently opt out of receiving
promotional e-mails by clicking on the appropriate hyperlink in any promotional e-mail.

8.3 Lazada may, from time to time, be required by government agencies to disclose certain information in connection
with any audit or investigation. You understand that we are not required to contest any demand made by an
(government) authority for such information.

Privacy Policy: You acknowledge that you have read and agree to the Privacy Policy set out Here. and consent to our
collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

9. Termination

9.1 Termination by us: In our sole and absolute discretion, we may with immediate effect terminate your use of the
Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or
Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where
if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our
opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the
Platform.

9.2 Termination by you: You may terminate these Terms of Use by giving seven days’ notice in writing to us.

10. Notices

10.1 Notices from us: All notices or other communications given to you if:

(a) communicated through any print or electronic media as we may select will be deemed to be notified to you on
the date of publication or broadcast; or

(b) sent by post or left at your last known address will be deemed to be received by you on the day following such
posting or on the day when it was so left.

10.2 Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address,
and we shall be deemed to have received such notice only upon receipt. While we endeavor to respond promptly to
notices from you, we cannot guarantee that we will always respond with consistent speed.

10.3 Other modes: Notwithstanding Clauses 10.1 and 10.2, we may from time to time designate other acceptable
modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time
or event by which such notice shall be deemed given.

11. General

11.1 Cumulative rights and remedies: Unless otherwise provided under these Terms of Use, the provisions of these
Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in
addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy
under these Terms of Use, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms
of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at
law or in equity.

11.2 No waiver: Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such
failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and
remedies in any other situation where you breach these Terms of Use.

11.3 Severability: If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or
unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable
provision was severed from these Terms of Use.

11.4 Rights of third parties: A person or entity who is not a party to these Terms of Use shall have no right under any
legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity
has been identified by name, as a member of a class or as answering a particular description. For the avoidance of
doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.

11.5 Governing law: Use of the Platform and/or the Services and these Terms of Use shall be governed by and
construed in accordance with Philippine law. If any dispute arises in connection with these Terms of Use, the Parties
shall attempt, in fair dealing and in good faith, to settle such dispute. If the Parties are not able to reach an amicable
settlement pursuant to the preceding section they shall try to agree on an appropriate ADR proceeding (for example
mediation, conciliation, expert determination, dispute board, adjudication). If they do not reach agreement on the
appropriate ADR proceeding within 14 days after failure of the settlement negotiations or if the dispute is not settled
through an ADR proceeding within a period of two months after initiation of the ADR preceding, each Party may
initiate an arbitration proceeding pursuant to the following paragraph.

All disputes arising out of or in connection with the present contract, including any question regarding its existence,
validity or termination, shall be finally settled in accordance with the rules of the Philippine Dispute Resolution
Center, Inc. (“PDRCI”) for the time being in force, which rules are deemed incorporated by reference into this clause.
The arbitral tribunal shall consist of three arbitrators to be chosen in accordance with the rules of the PDRCI. The
seat of arbitration shall be the Philippines. The procedural law of this seat applicable to commercial arbitration
proceedings shall apply where the Rules are silent. The language to be used in the arbitration proceedings shall be
English.

11.6 Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach
or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only
appropriate or adequate remedy.

11.7 Amendments: We may by notice through the Platform or by such other method of notification as we may
designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use,
such variation to take effect on the date we specify through the above means. If you use the Platform or the Services
after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop
access or using the Platform and the Services and terminate these Terms of Use. Our right to vary these Terms of
Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who
is not a party to these Terms of Use.

11.8 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other
document on our part shall be subject to correction without any liability on our part.

11.9 Currency: Money references under these Terms of Use shall be in Philippines Peso.

11.10 Language: In the event that these Terms of Use is executed or translated in any language other than English
(“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take
precedence over the Foreign Language Version.

11.11 Entire agreement: These Terms of Use shall constitute the entire agreement between you and us relating to
the subject matter hereof and supersedes and replaces in full all prior understandings, communications and
agreements with respect to the subject matter hereof.

11.12 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone
conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection
with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be
conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such
records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or
the authenticity of such records merely on the basis that such records are in electronic form or are the output of a
computer system, and you hereby waive any of your rights, if any, to so object.

11.13 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of
our functions in connection with the Platform and/or Services and reserve the right to use any service providers,
subcontractors and/or agents on such terms as we deem appropriate.

11.14 Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We
may assign our rights under these Terms of Use to any third party.

11.15 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of
its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of
the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure
which is beyond our reasonable control.

12. Voucher Terms & Conditions

The following terms and conditions (T&Cs) apply to your use and redemption of promotional vouchers or voucher
codes, where such vouchers are offered for no consideration (according to voucher Terms & Conditions)

Schedule 1

Definitions and Interpretation

1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in
these Terms of Use:

1.1 “Customer” has the same meaning as in the Terms & Conditions of Sale.

1.2 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks,
geographical indications, domain names, layout design rights, registered designs, design rights, database rights,
trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and
reputation, and all other similar or 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 or other remedies for any past, current or future
infringement, misappropriation or violation of any of the foregoing rights.

1.3 “Lazada Indemnitees” means Lazada and all of its respective officers, employees, directors, agents, contractors
and assigns.

1.4 “Lazada”, “we”, “our” and “us” refer to Lazada E-Services Philippines, Inc., a company incorporated pursuant to
the laws of Philippines under registration number CS201203115 and having its registered address at 23rd Floor, Net
Park, 5th Avenue, Bonifacio Global City, Taguig City.

1.5 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.

1.6 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-
client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or
not.

1.7 “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds,
graphics, video, software, applications and other materials displayed or made available on the Platform and the
functionalities or services provided on the Platform.
1.8 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of
Sale.

1.9 “Password” refers to the valid password that a Customer who has an account with Lazada may use in conjunction
with the Username to access the relevant Platform and/or Services.

1.10 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal
Data can include your name, e-mail address, billing address, shipping address, phone number and credit card
information. “Personal Data” shall be deemed to include any data that you have provided to us when placing an
Order, regardless of whether you have an account with us.

1.11 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Lazada which
is presently located at the following URL: www.lazada.com.ph; and (b) the mobile applications made available from
time to time by Lazada, including the iOS and Android versions.

1.12 “Privacy Policy” means the privacy policy set out Here.

1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to
Customers on the Platform.

1.14 “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:

(a) contains any computer virus or other invasive or damaging code, program or macro;

(b) infringes any third-party Intellectual Property or any other proprietary rights;

(c) is defamatory, libelous or threatening;

(d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the
applicable law; and/or

(e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.

1.15 “Services” means services, information and functions made available by us at the Platform.

1.16 “Submission” is as defined in Clause 8.1 of these Terms of Use.

1.17 “Terms & Conditions of Sale” means the terms and conditions governing a Customer’s purchase of the Products
and are set out Here.

1.18 “Terms of Use” means the recitals, Clauses 1 to 12 and any Schedules to these terms and conditions.

1.19 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the
Platform, including the Lazada trademark, which is property of Lazada GmbH & Co. KG.

1.20 “Username” refers to the unique login identification name or code which identifies a Customer who has an
account with Lazada.

1.21 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions,
towards the payment of purchases on the Platform.

1.22 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or
legal guardian.
2. Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference
to that provision as amended, re-enacted or extended at the relevant time. In the Agreement, whenever the words
“include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”.
Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month”
or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted
for convenience only and shall not affect the interpretation of these Terms of Use. In the event of a conflict or
inconsistency between any two or more provisions under these Terms of Use, whether such provisions are contained
in the same or different documents, such conflict or inconsistency shall be resolved in favor of Lazada and the
provision which is more favorable to Lazada shall prevail.

Last Updated: February 18, 2019

Terms & Conditions of Sale

1. Definitions & Interpretation

Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to
these Terms & Conditions of Sale.

2. Purchase of Products

2.1 Your compliance: You agree to comply with any and all the guidelines, notices, operating rules and policies and
instructions pertaining to the purchase of Products through the Platform, as well as any amendments to the
aforementioned, issued by Lazada (whether as part of use of the Platform or in relation to the purchase of Products,
on behalf of Seller), from time to time. Lazada reserves the right to revise these guidelines, notices, operating rules
and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the
foregoing upon their publication on the Platform.

2.2 Sellers: Products are sold by “Sellers”. Lazada may be a “Seller” for selected Products. “Seller” may also refer to a
party other than Lazada (such party referred to in these Terms & Conditions of Sale as a “Third Party Vendor”).
Whether a particular Product is listed for sale on the Platform by Lazada or a Third-Party Vendor may be stated on
the webpage listing that Product. Products sold to you by Sellers will be governed by individual Customer Contracts
(more details below in Clause 2.6) which:

2.2.1 for Products sold by Third-Party Vendors, shall be agreements entered into directly and only between the Third-
Party Vendor and you; and

2.2.2 for Products sold by Lazada, shall be agreements entered into directly and only between Lazada and you.

2.3 Product description: While Seller endeavors to provide an accurate description of the Products, neither Lazada
nor Seller warrants that such description is accurate, current or free from error. In the event that the Product you
receive is of a fundamentally different nature from the Product as described on the Platform and which you have
ordered, Clause 6 of these Terms & Conditions of Sale shall apply.

2.4 Placing your Order: You may place an Order by completing the Order form on the Platform and clicking on the
“Submit Order button. Seller will not accept Orders placed in any other manner. You shall be responsible for ensuring
the accuracy of the Order.

2.5 All Orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and Seller
shall be entitled (but not obliged) to process such Order(s) without your further consent and without any further
reference or notice to you. Nevertheless, in certain circumstances as stated in Clause 8, you may request to cancel or
amend the Order which Seller will endeavor to give effect to on a commercially reasonable effort basis. However,
notwithstanding the foregoing, Seller is not obliged to give effect to any request to cancel or amend any Order. The
details regarding the cancellation process and policy of Lazada can be accessed Here.

2.6 Seller’s reservation of rights in respect of Orders: All Orders shall be subject to Seller’s acceptance in its sole
discretion and each Order accepted by Seller (such accepted Order to be referred to as a “Customer Contract”) shall
constitute a separate contract. You acknowledge that unless you receive a notice from Lazada confirming your Order,
Seller shall not be party to any legally binding agreements or promises made between Seller and you for the sale or
other dealings with the Product(s) and accordingly Seller shall not be liable for any Losses which may be incurred as
a result. For the avoidance of doubt, Seller reserves the right to decline to process or accept any Order received from
or through the Platform in its absolute discretion. Please note that there are cases when an order cannot be
processed for various reasons. Lazada reserves the right to refuse or cancel any order for any reason at any given
time. You may be asked to provide additional verifications or information, including but not limited to phone number
and address, before we accept the order

2.7 Termination by Seller in the event of pricing error: Seller reserves the right to terminate the Customer Contract,
in the event that a Product has been mispriced on the Platform, in which event Lazada shall, on behalf of Seller,
notify you of such cancellation. . Seller or Lazada shall have such right to terminate such Customer Contract whether
or not Products have been dispatched or are in transit and whether payment has been charged to you. Upon
termination of the Customer Contract under this clause, the Seller shall refund the payment charged to you for the
Product, subject to the process and timelines of payment providers and/or payment partners, as provided under
clause 5.6.2 below.

2.8 Product Warranty: The warranties with respect to a Product (“Product Warranty”) sold under a Customer
Contract shall be as stated by Seller via the Platform, under the “Specifications” tab in the field “Product Warranty”
for the relevant Product, and shall be limited by the terms and conditions therein. The warranties and conditions,
remedies for breach of warranty or condition, or other terms stated in the Product Warranty are, unless expressly
prohibited by applicable mandatory law, in lieu of all other terms, warranties and conditions, whether expressed or
implied, statutory or otherwise. Except as expressly provided in such Product Warranty, Seller excludes (unless
expressly prohibited by applicable mandatory law) all other express or implied terms, warranties or conditions with
respect to the Products supplied.

2.9 Customer’s acknowledgement: You acknowledge and warrant that you have not relied on any term, condition,
warranty, undertaking, inducement or representation made by or on behalf of Seller which has not been stated
expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document
including any catalogues or publicity material produced by either Lazada or Seller. You also acknowledge and agree
that to the extent allowed under Philippine law, the exclusion of warranties, exclusion of liability and exclusion of
remedies in these Terms & Conditions of Sale and Customer Contracts allocate risks between the parties and permit
Seller to provide the Products at lower fees or prices than Seller otherwise could and you agree that such exclusions
on liability are reasonable.

2.10 No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.9 and to the
extent allowed under Philippine law:

2.10.1 no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the
Products supplied or that they will be suitable for any particular purpose or use under any specific conditions,
notwithstanding that such purpose or conditions may be known or made known to Seller;

2.10.2 any actions arising from the breach of any warranty or representation, or any right to damages, whether
express or implied, shall be extinguished if an action is not brought against Lazada within six months from the date
of delivery, or from the scheduled delivery of the Product.

2.10.3 Lazada shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including,
but not limited to, damages for loss of profits, goodwill, intangible losses, and any other type of damages caused by
any breach of a Third Party Vendor’s implied or express warranty on the Products;

2.10.4 for products shipped internationally, please note that any manufacturer warranty may not be valid;
manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in
destination country languages; the products (and accompanying materials) may not be designed in accordance with
destination country standards, specifications, and labelling requirements;

2.10.5 Seller is not liable for any Losses suffered by any third party directly or indirectly caused by repairs or remedial
work carried out without Lazada’s prior written approval and the Customer shall indemnify Seller against all Losses
arising out of such claims;

2.10.6 Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if
the total price for the Products has not been paid in cleared funds by the due date for payment; and

2.10.7 To the extent allowed under Philippine law, Seller shall be under no liability whatsoever in respect of any
defect in the Products arising after the expiry of the applicable Product Warranty, if any.

2.11 Intellectual Property:

2.11.1 Unless the prior written consent of Lazada has been obtained, the Customer shall not remove or alter the
trade marks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends
affixed to any Products.

2.11.2 Where software applications, drivers or other computer programs and/or all other design details, technical
handbooks or manuals, drawing or other data (all collectively referred to as “Product Materials”) are supplied to the
Customer by Seller in connection with the Order, the use and retention of the Product Materials are subject to the
terms and conditions of license or use (such as end-user licenses, restrictions or conditions of use) as may be
prescribed by Seller or its licensors and must not be used other than strictly in accordance with such terms and
conditions.

2.11.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of Seller or its
licensors. The Customer further agrees that any and all Intellectual Property embodied in or relating to the Product
Materials shall remain the sole and exclusive property of Seller or its licensors. Unless otherwise expressly provided in
the Order or the prior written consent of Lazada has been obtained, the Customer undertakes to return the Product
Materials and/or any copies thereof upon Lazada’s request.

3. Delivery of Products

3.1 Address: Delivery of the Products shall be made to the address you specify in your Order either by Seller or by
Lazada (or its agents) on behalf of Seller.

3.2 Shipping & packing charges: Shipping and packing charges shall be as set out in the Order.

3.3 Tracking: You may track the status of the delivery at the “Order Tracking” page of the Platform.

3.4 Delivery timeframe: You acknowledge that delivery of the Products is subject to availability of the Products. Seller
will make every reasonable effort to deliver the Product to you within the delivery timeframe stated on the relevant
page on which the Product is listed, but you acknowledge that while stock information on the Platform is updated
regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery
timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed Seller will inform
you accordingly via e-mail and your Product will be dispatched as soon as it becomes available to Seller. The time for
delivery shall not be of the essence, and Seller (nor any of its agents) shall not be liable for any delay in delivery
whatsoever caused.

3.5 Deemed receipt: In the event you do not receive the Product by the projected delivery date and provided that
you inform Lazada within 3 days immediately from such projected delivery date, Seller will try, to the best of Seller’s
ability, to locate and deliver the Product. If Lazada does not hear from you within 3 days from such projected
delivery date, you shall be deemed to have received the Product subject to your rights under Philippine law.
3.6 Customer’s failure to take delivery: If the Customer fails to take delivery of the Products (otherwise than by
reason of any cause beyond the Customer's reasonable control or by reason of Seller’s fault) then without prejudice
to any other right or remedy available to Seller, Seller may terminate the Customer Contract.

4. Prices of Products

4.1 Listing Price: The price of the Products payable by a Customer shall be the Listing Price at the time at which the
Order placed by the Customer is transmitted to Seller (through the Platform). Lazada and/or Seller is determined to
provide the most accurate pricing information on the platform to its customers. However, errors may still occur, such
as cases when the price of an item is not displayed correctly on the website. As such, Lazada and/or Seller reserves
the right to refuse or cancel any order. In the event that an item is mispriced, Lazada may, at its own discretion,
either contact you for instructions or cancel your order and notify you of such cancellation. Lazada shall have the
right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card or bank
account charged.

4.2 Taxes: All Listing Prices are subject to taxes, unless otherwise stated. Seller reserves the right to amend the
Listing Prices at any time without giving any reason or prior notice.

5. Payment

5.1 General: You may pay for the Product using any of the payment methods prescribed by Lazada from time to
time. When you place an Order, actual payment will be only charged upon Seller’s acceptance of your Order and
formation of a Customer Contract. All payments shall be made to Lazada, either accepting payment in its own right
or as Seller’s agent (where Seller is a Third-Party Vendor). You acknowledge that Lazada is entitled to collect
payments from you on behalf of Third Party Vendors.

5.2 Additional terms: The payment methods may be subject to additional terms as prescribed by Lazada from time to
time.

5.3 Payment methods: You agree that you are subject to the applicable user agreement of your payment method.
You may not claim against Seller or any of its agents (which may include Lazada), for any failure, disruption or error
in connection with your chosen payment method. Lazada reserves the right at any time to modify or discontinue,
temporarily or permanently, any payment method without notice to you or giving any reason.

5.4 Invoicing: Seller may invoice you upon the due date of any payment under a Customer Contract.

5.5 Failure to pay: If the Customer fails to make any payment pursuant to the terms and conditions of the payment
method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or
remedy available to Seller, Seller shall be entitled to cancel the Customer Contract or suspend delivery of the
Products until payment is made in full.

5.6 Refund of Payment:

5.6.1 All refunds shall be made via the original payment mechanism and to the person who made the original
payment, except for Cash on Delivery, where refunds may be made via bank transfer or store credit into the
individual’s bank account provided that complete and accurate bank account details are provided to us.

5.6.2 We offer no guarantee of any nature for the timeliness of the refunds reaching your account. The processing of
payment may take time and it is subject to the respective banks and/or payment provider internal processing
timeline.

5.6.3 All costs associated with the refund process imposed by the processing bank and/or payment provider shall be
borne by us.

5.6.4 All refunds are conditional upon our acceptance of a valid return of the Product.
5.6.5 We reserve the right to modify the mechanism of processing refunds at any time without notice.

5.6.6. The guidelines regarding the refunds process of Lazada can be accessed Here.

6. Returns/Repairs/Replacements

6.1 Return Policy: All returns must be done in accordance with the instructions set out in the Return Policy Here.
Seller is not obliged to agree to any return unless all such instructions are followed to Seller’s and Lazada’s
satisfaction. Should Seller agree to the return, Seller will deliver the replacement Product to your specified address.

6.2 Permitted returns: Subject to Clause 6.1, within 14 days and/or 7 days, depending on the product, from the date
of delivery of the Product, you may return a Product when you:

6.2.1 receive a product that is fundamentally different in nature from the Product specified in the Customer Contract;

6.2.2 receive a faulty or damaged Product;

6.2.3 receive a product that is not as advertised on the platform;

6.2.4 wrong item is delivered;

6.2.5 receive a product that has missing parts/items; or

6.2.6 receive a product that does not fit (for fashion items).

6.3 Repair, replacement or price reduction: As an alternative to returning faulty or damaged Products under Clause
6.2, a Customer may request for a repair or replacement of such Products. Such request shall be irrevocable upon
notification of the request to Lazada and the Customer may not later elect for a return under Clause 6.2. Where the
Products have not been repaired or replaced within a reasonable time, Lazada may, at its sole discretion, grant to the
Customer a reduction of the price in proportion to the reduced value of the Products, provided that under no
circumstance shall such reduction exceed 15 per cent. (15%) of the price of the affected Products. Upon repair,
replacement or price reduction being made as aforesaid, the Customer shall have no further claim against Seller.

6.4 Replacement Products: When Lazada has provided replacement Products or given the Customer a refund, the
non-conforming Products or parts thereof shall become Seller’s property and upon request such Products or parts
thereof should be shipped back to Seller.

6.5 Risk of damage or loss: Risk of damage to or loss of the Products shall pass to the Customer at the time of
delivery, or if the Customer wrongfully fails to take delivery of the Products, the time when Seller (via Lazada or
Lazada’s agents) has tendered delivery of the Products.

6.6 In cases where the customer refuses to take possession of the product without sufficient cause or justification, or
returns the item without sufficient cause or justification, as provided under Clause 6, Lazada will safely keep the item
for a period of fifteen (15) days, reckoned from the date Lazada receives the product from customer. After the lapse
of such period, the product or item is deemed abandoned by customer, and Lazada or Seller may dispose of the
product or item. Notwithstanding the foregoing, Lazada will use its best efforts to return the product to the Customer
within the time frame provided.

7. Questions and complaints

If you have any questions or complaints, please contact Lazada using the “Contact Us” page on the Platform. Lazada
will liaise with Sellers on your questions and complaints.

8. Termination
8.1 Cancellation by you: You may cancel the Customer Contract before Seller dispatches the Products under such
Customer Contract by written notice to Lazada at ”Contact Us” page on the Platform, subject to Clause 2.5. If the
Products have already been dispatched, you may not cancel the Customer Contract but may only return the Products
in accordance with Clause 6.

8.2 Cancellation by Seller: Without prejudice to any other right of termination elsewhere in these Terms & Conditions
of Sale, Seller, or Lazada acting on Seller’s behalf, may stop any Products in transit, suspend further deliveries to the
Customer and/or terminate the Customer Contract with immediate effect by written notice to the Customer on or at
any time after the occurrence of any of the following events:

8.2.1 the Products under the Customer Contract being unavailable for any reason;

8.2.2 the Customer being in breach of an obligation under the Customer Contract;

8.2.3 the Customer passing a resolution for its winding up or a court of competent jurisdiction making an order for
the Customer’s winding up or dissolution;

8.2.4 the making of an administration order in relation to the Customer or the appointment of a receiver over or an
encumbrancer taking possession of or selling any of the Customer’s assets; or

8.2.5 the Customer making an arrangement or composition with its creditors generally or applying to a Court of
competent jurisdiction for protection from its creditors.

9. Risk and property of the Goods

9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer
wrongfully fails to take delivery of the Goods, the time when Lazada has tendered delivery of the Goods.

9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the
property in the Goods shall not pass to the Customer until Lazada has received in cash or cleared funds payment in
full of the price of the Goods and all other goods agreed to be sold by Lazada to the Customer for which payment is
then due.

For cross-border transactions or for products shipped from abroad or overseas, the contract of sale is deemed to
have been entered into or perfected in the place where the Seller is located.

9.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as
Lazada's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer.

9.4 The Customer agrees with Lazada that the Customer shall immediately notify Lazada of any matter from time to
time affecting Lazada’s title to the Goods and the Customer shall provide Lazada with any in-formation relating to the
Goods as Lazada may require from time to time.

9.5 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in
existence and have not been resold) Lazada shall be entitled at any time to demand the Customer to deliver up the
Goods to Lazada and in the event of non-compliance. Lazada reserves its right to take legal action against the
Customer for the delivery up the Goods and also reserves its right to seek damages and all other costs including but
not limited to legal fees against the Customer.

9.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of
the Goods which remain the property of Lazada but if the Customer does so all moneys owing by the Customer to
Lazada shall (without prejudice to any other right or remedy of Lazada) forthwith become due and payable.

9.7 If the provisions in this Condition 9 are not effective according to the law of the country in which the Goods are
located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis
mutandis to give effect to the underlying intent expressed in this condition, and the Customer shall take all steps
necessary to give effect to the same.

9.8 The Customer shall indemnify Lazada, all of its respective officers, employees, directors, agents and contractors
against all loss damages costs expenses and legal fees incurred by the Customer in connection with the assertion and
enforcement of Lazada's rights under this condition.

10. Limitation of liability

10.1 Sole remedies of customer: The remedies set out in Clause 6 are the Customer’s sole and exclusive remedies for
non-conformity of or defects in the products.

10.2 Maximum Liability: Notwithstanding any other provision of these terms & conditions of sale, Seller’s maximum
cumulative liability to you or to any other party for all losses under, arising out of or relating to the sale of products
under each customer contract, will not exceed the sums that you have paid to Seller under such customer contract.

10.3 Exclusion of liability: Lazada indemnitees shall not be liable to you for any losses whatsoever or howsoever
caused (regardless of the form of action) arising directly or indirectly in connection with: (i) amounts due from other
users of the platform in connection with the purchase of any product; (ii) the sale of the products to you, or its use
or resale by you; and (iii) any defect arising from fair wear and tear, willful damage, misuse, negligence, accident,
abnormal storage and or working conditions, alteration or modification of the products or failure to comply with
Seller’s instructions on the use of the products (whether oral or written).

11. General

11.1 References to “Lazada”: References to “Lazada” in these Terms and Conditions of Sale apply both to Lazada’s
actions on its own behalf as Seller and/or as the operator of the Platform or as the agent of Third Party Vendors as
Sellers in respect of each and every Customer Contract.

11.2 Right to subcontract: Third Party Vendors or Sellers shall be entitled to delegate and/or subcontract any rights
or obligations under these Terms & Conditions of Sale to Lazada or any of Lazada’s designated service providers,
subcontractors and/or agents.

11.3 Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the
provisions of these Terms & Conditions of Sale and Seller’s rights and remedies under these Terms & Conditions of
Sale are cumulative and are without prejudice and in addition to any rights or remedies Seller may have in law or in
equity, and no exercise by Seller of any one right or remedy under these Terms & Conditions of Sale, or at law or in
equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity)
operate so as to hinder or prevent Seller’s exercise of any other such right or remedy as at law or in equity.

11.4 Warranties: The implied warranty under the New Civil Code of the Philippines against hidden defects and the
rights of a consumer under Title III, Chapter III of the Consumer Act of the Philippines shall apply.

11.5 No waiver: Seller’s failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these
terms, and such failure shall not affect the right later to enforce these Terms & Conditions of Sale. Seller would still
be entitled to use its rights and remedies in any other situation where you breach these Terms & Conditions of Sale.

11.6 Severability: If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal,
invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or
unenforceable provision was severed from these Terms & Conditions of Sale.

11.7 Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no
right under any legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of
whether such person or entity has been identified by name, as a member of a class or as answering a particular
description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or
transferee of these Terms & Conditions of Sale.

11.8 Governing law: These Terms & Conditions of Sale shall be governed by, and construed in accordance with the
laws of Philippines.

11.9 If any dispute arises in connection with these Terms of Use, the Parties shall attempt, in fair dealing and in good
faith, to settle such dispute. If the Parties are not able to reach an amicable settlement pursuant to the preceding
section they shall try to agree on an appropriate ADR proceeding (for example mediation, conciliation, expert
determination, dispute board, adjudication). If they do not reach agreement on the appropriate ADR proceeding
within 14 days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding
within a period of two months after initiation of the ADR preceding, each Party may initiate an arbitration proceeding
pursuant to the following paragraph.

All disputes arising out of or in connection with the present contract, including any question regarding its existence,
validity or termination, shall be finally settled in accordance with the rules of the Philippine Dispute Resolution
Center, Inc. (“PDRCI”) for the time being in force, which rules are deemed incorporated by reference into this clause.
The arbitral tribunal shall consist of three arbitrators to be chosen in accordance with the rules of the PDRCI. The
seat of arbitration shall be the Philippines. The procedural law of this seat applicable to commercial arbitration
proceedings shall apply where the Rules are silent. The language to be used in the arbitration proceedings shall be
English.

11.10 Injunctive relief: Seller may seek immediate injunctive relief if Seller makes a good faith determination that a
breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only
appropriate or adequate remedy.

11.11 Amendments: Seller may by notice issued jointly with Lazada through the Platform or by such other method of
notification as Seller may designate solely through Lazada (which may include notification by way of e-mail), vary the
terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date Seller specifies
through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted
such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and
terminate these Terms & Conditions of Sale. Seller’s right to vary these Terms & Conditions of Sale in the manner
aforesaid will be exercised with the joint involvement of Lazada (either via the Portal or such other means as Lazada
prescribes) and subject to the foregoing, may be exercised without the consent of any person or entity who is not a
party to these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular
Order is the latest version in force.

11.12 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other
document on Seller’s part shall be subject to correction without any liability on Seller’s part.

11.13 Currency: Money references under these Terms & Conditions of Sale shall be in Philippines Pesos.

11.14 Language: In the event that these Terms & Conditions of Sale is executed or translated in any language other
than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall
govern and shall take precedence over the Foreign Language Version.

11.15 Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between you and
Seller relating to the subject matter hereof and supersedes and replaces in full all prior understandings,
communications and agreements with respect to the subject matter hereof.

11.16 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone
conversations relating to the Services, if any) maintained by Seller or its service providers relating to or in connection
with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be
conclusive evidence of any information and/or data transmitted between Seller and you. You hereby agree that all
such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability,
accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the
output of a computer system, and you hereby waive any of your rights, if any, to so object.

11.17 Subcontracting and delegation: Lazada reserves the right to delegate or subcontract the performance of any of
its functions in connection with the performance of its obligations under these Terms & Conditions of Sale and
reserves the right to use any service providers, subcontractors and/or agents on such terms as Lazada deems
appropriate.

11.18 Assignment: You may not assign your rights under these Terms & Conditions of Sale without Seller’s prior
written consent. Seller may assign its rights under these Terms & Conditions of Sale to any third party.

11.19 Force Majeure: Neither Lazada nor Seller shall be liable for non-performance, error, interruption or delay in the
performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy,
unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or
indirectly to an event or failure which is beyond Lazada’s or Seller’s reasonable control.

Schedule 1

Definitions and Interpretation

1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in
these Terms of Use:

1.1 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business
in Philippines.

1.2 “Customer” means an authorised user of the Platform and/or the Services.

1.3 “Customer Contract” shall be as defined in Clause 2.6.

1.4 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks,
geographical indications, domain names, layout design rights, registered designs, design rights, database rights,
trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and
reputation, and all other similar or 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 or other remedies for any past, current or future
infringement, misappropriation or violation of any of the foregoing rights.

1.5 “Lazada Indemnitees” means Lazada, its affiliates and all of its respective officers, employees, directors, agents,
contractors and assigns.

1.6 “Lazada” refers to Lazada E-Services Philippines, Inc., a company incorporated pursuant to the laws of Philippines
under registration number CS201203115 and having its registered address at 23rd Floor, Seven/NEO, 5th Avenue,
Bonifactio Global City, Taguig City, Philippines.

1.7 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.

1.8 “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis),
charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.

1.9 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of
Sale.

1.10 “Password” refers to the valid password that a Customer who has an account with Lazada may use in
conjunction with the Username to access the relevant Platform and/or Services.
1.11 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal
Data can include your name, e-mail address, billing address, shipping address, phone number and credit card
information.

1.12 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Lazada which
is presently located at the following URL: www.lazada.com.ph; and (b) the mobile applications made available from
time to time by Lazada, including the iOS and Android versions.

1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to
Customers on the Platform.

1.14 “Product Warranty” means the warranty provided for a product sold on the platform.

1.15 “Return Policy” means the return policy set out Here.

1.16 “Third Party Vendor” means a seller which, with Lazada’s permission, uses the Platform and/or Services to sell
Products to Customers, and excludes Lazada.

1.17 “Seller” means a seller of Products as described in Clause 2.3, and includes a Third Party Vendor.

1.18 “Services” means services, information and functions made available by Seller at the Platform.

1.19 “Terms & Conditions of Sale” means Clauses 1 to 11 and any Schedules to these terms and conditions.

1.20 “Terms of Use” means the Terms And Conditions governing the Customer’s use of the Platform and/or Services.

1.21 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the
Platform, including the Lazada trademark, which is property of Lazada South East Asia Pte. Ltd.

1.22 “Username” refers to the unique login identification name or code which identifies a Customer who has an
account with Lazada.

1.23 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions,
towards the payment of purchases on the Platform.

1.24 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or
legal guardian.

2. Interpretation: Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed
as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms &
Conditions of Sale, whenever the words “include”, “includes” or “including” are used, they will be deemed to be
followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days
mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means
calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these
Terms & Conditions of Sale. In the event of a conflict or inconsistency between any two or more provisions under
these Terms & Conditions of Sale, whether such provisions are contained in the same or different documents, such
conflict or inconsistency shall be resolved in favor of Lazada and the provision which is more favorable to Lazada
shall prevail.

Digital Vouchers & Gift Cards Terms and Conditions

I. General

a. The terms and conditions on the use of digital vouchers & gift cards sold on the Lazada platform by
merchants/sellers are governed by specific Terms of Use of the merchant, and these terms and conditions.

b. Purchased digital vouchers and gift cards cannot be exchanged for cash. Each merchant of digital vouchers and
gift cards operates its own policy on issuing replacements, where applicable, and subject to the terms of use of each
digital voucher and/or gift card.

c. Customers can refer to the digital voucher or gift cards product page and emails/SMS for any merchant specific
terms and conditions, such as but limited to the following: the time when they can be redeemed or used, validity,
and expiry dates, if applicable.

II. Security of the Digital Vouchers and Gift Cards

a. The security of the digital vouchers and gift cards is the responsibility of the customer.

III. Usage & Restrictions

a. There are certain rules and restrictions which limit the use of digital vouchers & gift cards and these can be found
on the product page of the specific digital voucher and gift card. The digital voucher or gift card is redeemable if it is
used in accordance with the terms of use and the validity periods, if any. Please refer to the details for each digital
voucher and gift card as they are described on the specific product page.

IV. Redeeming Digital Vouchers & Gift Cards

a. The instructions on how to redeem the digital vouchers and gift cards are made available on product page of the
digital vouchers & gift cards.

b. For digital vouchers which can be used on other platforms or websites,

c. For digital vouchers that can be used in establishments such as but not limited to restaurants and hair salons, the
redemption and use of such are described in the product page of the voucher. In general, you can bring the code, if
any, or the message pertaining to the digital voucher or gift card to the establishment for redemption. If your order
total exceeds the amount on your digital voucher or gift card, you can pay the remainder with a payment method
available for the establishment.

d. For online checkouts where the digital voucher may be used as a form of discount, after entering your pin or
voucher code of the digital vouchers and gift cards, the balance will immediately be deducted from the order total. If
your order total exceeds the amount on your gift card, you can pay the remainder with a payment method available.

e. Multi-redemption may be allowed depending on the merchant as long as there is balance in the digital vouchers
and gift cards’ value.

V. Refunds and Cancellations

a. Digital vouchers & gift cards cannot be returned or cancelled after purchase.

b. A replacement may be allowed provided there is a failure on the merchant’s system or error in the email and/or
phone number provided by the customer.

c. Refunds for orders paid with a gift card are applied to the gift card (see your refund email if you no longer have
the card).
d. For returning/exchanging a good/services purchased for gift cards, ensure to follow the merchants’ terms &
conditions.

6. Use and Disclosure of Data

• The Customer agrees that Lazada shall be entitled to use or disclose any information or data disclosed by the
Customer in accordance with Lazada’s Privacy Policy. The Customer is entitled to withdraw such consent in the
procedure as prescribed by Lazada from time to time.

• Order fulfilment may be handled by the merchant , and the customer will receive direct communication regarding
the pin code for digital vouchers & gift cards. For promotions, customers have the right to further provide consent
based on customer’s discretion.

Mobile Load Terms and Conditions

1. Mobile load will be reloaded to the provided prepaid mobile number by the Customer. To avoid cancellation, the
Customer shall make sure that the provided prepaid mobile number is active, valid, and compatible with the selected
operator or provider.

2. The Customer shall be responsible for any errors in providing the prepaid mobile number, such as but not limited
to any cancellations occurring caused by inactive, invalid, and incomplete provided mobile numbers and other errors
committed by customer.

3. Mobile load using the same number will only be allowed for a maximum of 2 (two) times per day.

4. The limitation of mobile load as stated in point 3 shall be applied to all types of mobile load which will be
purchased.

5. Lazada reserves the right to cancel and/or reject the order if the Customer failed to comply with this Mobile Load
Terms and Conditions, the Lazada Terms of Use, and the Lazada Terms and Conditions of Sale, or if the purchase of
mobile load meets the following criteria:

- the purchase of mobile load is suspicious or suspected of fraud;

- customers using multiple accounts or doing multiple check out which is associated with the same customer or group
of customer. Lazada reserves the right to determine the definition of the same customer or associated customer or
group of customer based on name, mobile number, email, address, or other information received by Lazada;

- mobile credit purchase with intention to resell.

6. Lazada reserves the right to update this Mobile Load Terms and Conditions and/or cancel any promotions at any
time subject to the provisions of the Lazada Terms of Use and the Lazada Terms and Conditions of Sale.

LAZADA E-WALLET USER TERMS AND CONDITIONS

These Terms and Conditions govern your access and use of the Lazada virtual E-Wallet ("Lazada E-Wallet").

A. The Lazada E-Wallet is operated by Alipay Philippines Inc. (“Alipay”) for Lazada E-Services Philippines, Inc.
(“Lazada”).
All references in these Terms and Conditions to "we," "us," or "our" shall refer to Alipay as operator of the Lazada E-
Wallet. “You” and “your” shall refer to the User.

The Lazada E-Wallet is associated with your Lazada Account and is intended for effecting payment for the purchase
of goods and/or services offered by the Lazada group of companies by registered Users.

By requesting and/or using the Lazada E-Wallet, you, the User, agree to be bound by these Terms and Conditions. If
you do not agree to these Terms and Conditions, please do not use the Lazada E-Wallet.

B. These Terms and Conditions are in addition to the Terms And Conditions governing your use of the Lazada
Website and your Lazada Account.

C. These Terms and Conditions are supplemented by Lazada’s Membership Protection Policy as provided hereunder.
The membership protection policy gives Lazada customers the assurance of authorized payments on the Lazada E-
Wallet. The Membership Protection Policy also sets out compensation guidelines for losses arising from any
unauthorized transactions on the Lazada E-Wallet. The policy is spelled out below.

DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms
and Conditions:

“Alipay” means the entity set out in the recitals to these Terms and Conditions and includes its successors and
assigns.

“Foreign Language Version” is defined under clause 14.9 of these Terms and Conditions.

“Indemnitees” means Alipay's and Lazada’s respective officers, employees, directors, agents, contractors and assigns.

“Lazada” means the entity set out in the recitals to these Terms and Conditions and includes its successors and
assigns.

“Lazada Account” means the online account of the User on the Lazada Website.

“Lazada Payment Account Balance” is defined in clause 3.1 of these Terms and Conditions.

“Lazada Website” is defined as the website or the mobile application (as applicable) from which you purchased the
goods or services offered by the Lazada group of companies.

“Payment Instrument” is defined in clause 3.1.

“Personal Data” means data which can be used to identify, contact or locate an individual. Personal Data can include
your name, e-mail address, billing address, shipping address, phone number and credit card information.

“Privacy Policy” is defined in clause 2.6.

"Promo Coupon" means, to the extent permitted by local law, a promotional coupon which is issued by Lazada to a
User relating to Lazada E-Wallet, from time to time as a gratuity, by crediting the coupon amount into the User’s
Lazada E-Wallet, and may be used by the relevant User to pay for goods [or services] on the Lazada Website prior to
the relevant Promo Coupon’s expiry date, as determined at the sole discretion of Lazada and subject to conditions as
may be imposed by Lazada from time to time.
"Refund Coupon" means a refund coupon which is issued by Lazada, by way of refunding a User’s previous purchase
of goods [or services] on the Lazada Website and subject to conditions as may be imposed by Lazada from time to
time.

"Registration Information" is defined under clause 2.1 of these Terms and Conditions and may include Personal Data.

"Service Fees" is defined in clause 5.1.

"User" means an authorized user of the Lazada Payment Account.

1. ACCESS TO THE LAZADA PAYMENT ACCOUNT

1.1 You agree to:

1.1.1 use your Lazada E-Wallet only for lawful purposes and in a lawful manner at all times and further agree to
conduct any activity relating to the Lazada E-Wallet in good faith;

1.1.2 comply with any and all guidelines, notices, operating rules, and policies and instructions pertaining to the use
of the Lazada E-Wallet, as well as any amendments thereto issued by us from time to time; and

1.1.3 ensure that any information or data you provide to us in connection with the Lazada E-Wallet is accurate.

1.2 It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates
money laundering or the financing of terrorist or criminal activities. We are committed to anti-money laundering
compliance in accordance with applicable law and requires our directors, officers and employees to adhere to these
standards in preventing the use of our products and services for money laundering purposes.

1.3 Use of the Lazada E-Wallet is restricted to registered users of the Lazada Website.

2. REGISTRATION

2.1 The registration process for the Lazada Account requires you to provide Lazada with accurate and complete
personal information, including your name, address, telephone number, date of birth, email address and any other
information as may be deemed necessary by us ("Registration Information"). You shall be responsible to update the
Registration Information to ensure its completeness and accuracy. You acknowledge and agree that Lazada may
share your Registration Information with us from time to time.

2.2 In addition to such Registration Information, we may request for additional information or documentation at any
time and for any reason, including confirming your identity, age and/or to confirm your bank details or debit, credit,
prepaid facilities, for example, cards which you have registered with us. You agree that you will provide such
information and/or documentation promptly to us upon request. If you do not provide such information and/or
documentation promptly, we may, without any liability to us, either limit your use of the Lazada E-Wallet or suspend
or close your Lazada E-Wallet.

2.3 You authorize us to make any enquiries we consider necessary to validate and verify your identity (whether
directly or through third parties) at any time for any reason whatsoever, including to process any refunds paid to
you.

2.4 Each User is only entitled to have one (1) Lazada E-Wallet associated with his or her Lazada Account.

Account information

2.5 You are solely responsible for keeping your username and password to your Lazada E-Wallet secure. You are
encouraged to change your password on a regular basis and we will not be liable for any disclosure or unauthorized
use of your username or password. If your username or password has been compromised, you must inform Lazada
immediately.

2.6 All Personal Data provided to us will be handled, stored, and processed according to our Lazada E-Wallet Privacy
Policy (“Privacy Policy”). By accepting these Terms and Conditions, you acknowledge that you have read and agree
with the Privacy Policy and consent to our collection, use and disclosure of your Personal Data for the purposes as
set out in the Privacy Policy.

3. LAZADA PAYMENT ACCOUNT BALANCE

3.1 You may maintain funds in your Lazada E-Wallet, and such funds, less any monies owed to us, will be regarded
as the balance of your Lazada E-Wallet ("Lazada E-Wallet Balance"). Funds can be accumulated in your Lazada E-
Wallet Balance by means of a transfer of funds from certain payment instruments we accept (including debit cards,
checking and savings account or other prepaid payment method we allow, collectively, "Payment Instruments").

3.2 You may also fund your Lazada E-Wallet by way of a Promo Coupon or a Refund Coupon issued to you by Lazada
from time to time. Use of any Promo Coupons or Refund Coupons is subject to the terms and conditions thereof.
Please note that Promo Coupons or Refund Coupons are not legal tender and are not transferable. The value of any
Promo Coupons (prior to its applicable expiry date) and/or Refund Coupons will be included in your Lazada E-Wallet
Balance.

3.3 For any transfer from a Payment Instrument to your Lazada E-Wallet Balance, we make no representation that
any of your Payment Instrument(s) are in good standing, or that the issuer of your Payment Instruments will
authorise or approve such transfer.

3.4 Unless otherwise stated, you are solely liable for any fees raised by third parties including card issuers or banks,
associated with funding your Lazada E-Wallet Balance. However, we reserve the right to decline acceptance of any
payment instruments, including credit cards, debit cards or bank accounts, as funding methods at our sole discretion

3.5 We reserve the right to impose limits on your use of Lazada E-Wallet from time to time, including (i) the amount
of value you may load your Lazada E-Wallet at any one time; and (ii) the aggregate funds loaded to your Lazada E-
Wallet over any time period.

3.6 The load limit for Lazada E-Wallet will be one hundred thousand pesos (Php 100,000) per wallet. This load limit
may be changed or amended by Alipay at its option pursuant to the applicable laws subject to 30 days notice to you.
It is not a deposit account and therefore, it is not covered by the Philippine Deposit Insurance Corporation (PDIC)
and it does not earn interest.

3.7 Alipay may, at its sole discretion, run a loyalty or rewards programme relating to the use of the Lazada E-Wallet.
Your rights and obligations in relation to any such loyalty or rewards programme shall be covered by separate terms
and conditions specific to the relevant loyalty or rewards programme.

4. USING YOUR LAZADA PAYMENT ACCOUNT

4.1 You may use your Lazada E-Wallet to purchase goods and/or services through the Lazada Website. For security
reasons, we may limit the amount or number of transactions you can make through your Lazada E-Wallet. We may
require that you submit additional identification documents prior to you making a purchase at our sole discretion.

4.2 Each time you use your Lazada E-Wallet, you authorize us to reduce the value available in your Lazada E-Wallet
Balance by the total amount of the transaction and where applicable, any fees, including shipping fees, payment fees
and all applicable taxes. The amount of any purchases will first be applied to any Promo Coupons or Refund
Coupons, if applicable, (based on the earliest expiry date for each such Promo Coupon or Refund Coupon) which
have been credited to your Lazada E-Wallet Balance. You can only make payments using your Lazada E-Wallet to the
extent that you have Lazada E-Wallet Balance sufficient to support those transactions. You are not allowed to make
purchases in excess of your Lazada E-Wallet Balance. We will not extend credit in connection with your use of your
Lazada E-Wallet, and you must repay us immediately if your Lazada E-Wallet Balance is ever less than zero for
whatever reason.

4.3 You are responsible for all transactions initiated and fees incurred by using your Lazada E-Wallet. If other
persons access your Lazada E-Wallet, we will treat this as if you have authorized such use and you will be
responsible for any transactions made and fees incurred by such use, subject to the provisions below.

4.4 You must notify us immediately of any unauthorized use of Lazada E-Wallet or any other breach of security
regarding the Lazada E-Wallet of which you have knowledge. You must report any such activities within ninety (90)
days of the date of the relevant transaction for any claims for unauthorized use of your Lazada E-Wallet to be valid
for consideration under Lazada’s Membership Protection Policy. You hereby waive your right to seek any further
compensation or claim against us.

4.5 The details in the confirmation message after every transaction and the entries in your Lazada E-Wallet or
transaction history statement are presumed true and correct unless you notify in writing of any disputes thereon
within ninety (90) days from the date of transaction. If no dispute is reported within the said period, all transactions
and the entries in your Lazada E-Wallet and transaction history statement are deemed conclusively true and correct.
Disputed transactions shall only be credited back to your Lazada E-Wallet once the relevant claim or dispute has
been properly processed, investigated, and proven in your favour.

4.6 Notwithstanding anything to the contrary under Lazada’s Membership Protection Policy, you agree that we will
not process any chargeback or payment reversal or otherwise compensate you for any loss resulting from any claims
for unauthorized use of your Lazada E-Wallet under any of the following events, as determined at our sole and
absolute discretion:

4.6.1 where any such claims relate to transactions that are found to be conducted on your trusted device, your IP
address or any other user‐acceptable boundaries;

4.6.2 where you have acted fraudulently or with negligence, including but not limited to cases where you have
wilfully disclosed your Lazada E-Wallet log-in details to a third party;

4.6.3 if you fail to provide us with any relevant documentation as reasonably requested by us in relation to any such
unauthorized transactions;

4.6.4 where any funds in your Lazada E-Wallet are subject to legal process or other encumbrance restricting transfer;

4.6.5 where any such transactions took place under circumstances beyond our control, including but not limited to
natural disasters, civil unrest etc. which are beyond reasonable control; and/or

4.6.6 where any terminal or system (including our or Lazada’s website or services) was not working properly or
suffering any other technical malfunction before you initiated the relevant transaction.

4.7 Subject to clauses 6 and 7.4, no redemption of cash, transfer of funds or cash withdrawal is permitted in respect
of any amounts on your Lazada E-Wallet.

4.8 We shall have the right to refuse any transaction on your Lazada E-Wallet if:

4.8.1 the transaction does not satisfy these Terms and Conditions or the terms and conditions of your Lazada
Account; or

4.8.2 where we have reason to believe that the transaction may violate any laws, rules or regulations or may
otherwise subject us or any of our affiliates to liability or obligation.

4.8.3 such transaction involving the use of any Promo Coupon or Refund Coupon where we or Lazada suspects any
coupon abuse or fraud or any illegal activities in relation to your Lazada E-Wallet.
4.9 When using your Lazada E-Wallet to pay for a purchase on the Lazada Website, payments may be processed
through accounts owned by us or one of our affiliates and/or a registered third-party service provider acting on our
behalf.

4.10 For each purchase transaction, you make on the Lazada Website, we will transfer funds from your Lazada E-
Wallet when the first of any of the following events occurs:

4.10.1 we receive confirmation of a successful completion of the purchase from Lazada;

4.10.2 you fail to confirm receipt of the goods or services within the time limit prescribed under the terms and
conditions of the Lazada Website, in which case you will be deemed to have received the goods or services;

4.10.3 the conclusion of any settlement agreement or dispute between you and any other user of the Lazada
Website and/or Lazada, in which case the funds will be disposed in accordance with such settlement agreement or
dispute resolution; or

4.10.4 Lazada or any of its affiliates, or us, or any of our affiliates receive any order, ruling, award or judgment from
a competent court, arbitration tribunal or authority which directs us to release the funds, in which case the funds will
be disposed in accordance with such order, ruling, award or judgment.

4.11 When releasing any funds, we shall have the right to deduct or withhold any financial charges or service fees
due and payable to us and/or Lazada in such amounts as instructed by Lazada

4.12 If you experience any difficulties with your Lazada E-Wallet, please contact us
at https://www.lazada.com.ph/contact. If you have placed an order on the Lazada Website and experience difficulties
with your order, please contact customer service.

4.13 You shall complete any purchases in accordance with the applicable Terms And Conditions of the Lazada
Website, which may be amended from time to time at Lazada’s discretion without notice.

4.14 You agree to give all notices, provide all necessary information, materials and approvals, and render all
reasonable assistance and cooperation necessary for us to operate your Lazada E-Wallet. If your failure to do so
results in any delay in any transaction on your Lazada E-Wallet, neither we nor Lazada shall be liable for any loss or
damages arising from such delay.

4.15 You acknowledge and agree that we are not a bank or remittance agent and the services we provide to you in
connection with your Lazada E-Wallet should in no way be construed as the provision of banking services or
remittance services. We are not acting as a trustee, fiduciary or escrow with respect to your Lazada Account Balance.

4.16 We may report any suspicious activity in connection with your Lazada E-Wallet to the relevant authorities.

5. FEES

We reserve the right to impose fees to cover the relevant costs of providing the Lazada E-Wallet services to you
including those associated with the set-up and maintenance of your Lazada E-Wallet (“Service Fee”).

6. REFUNDS

If, having purchased goods or services on the Lazada Website using your Lazada E-Wallet, you are subsequently
entitled to a refund for any reason in respect of such goods or services, you agree that we will either (i) issue a
Refund Coupon to be credited to your Lazada E-Wallet Balance for such refunds; or (ii) where the purchase was
made using a credit card, credit the refund to the same credit card. We may require you to provide additional
information prior to processing any refund.

7. CLOSURE AND NON-USE OF YOUR LAZADA PAYMENT ACCOUNT

7.1 You may request that we close your Lazada E-Wallet at any time by contacting our customer support team.
Contact details of the customer support team are available at https://www.lazada.com.ph/contact.

7.2 We may, at any time and at our absolute and sole discretion:

7.2.1 discontinue your use of the Lazada E-Wallet or any part thereof;

7.2.2 close your Lazada E-Wallet; and/or

7.2.3 reactivate your Lazada E-Wallet upon the completion of any relevant internal investigations (where applicable).

7.3 We shall endeavor to provide notice of any such discontinuation or closure of your Lazada E-Wallet. You agree
that we shall not be liable to you in relation to any inability of yours to access your Lazada E-Wallet or any part
thereof.

7.4 Closure of your Lazada E-Wallet will not cancel any cleared transactions which you have already undertaken.

7.5 If your Lazada E-Wallet is closed for any reason, we will contact you to arrange for the refund of any residual
electronic funds in that Lazada E-Wallet as set out in clause 7.6. In no event shall you be entitled to any refund in
respect of any Lazada E-Wallet Balance attributable to Promo Coupons.

7.6 You remain liable for all obligations related to your Lazada E-Wallet. Closure of your Lazada E-Wallet does not
relieve you of any liability pertaining to your Lazada E-Wallet. In the event of a pending investigation at the time your
Lazada E-Wallet is closed, we may continue to hold your funds for up to one hundred and eighty (180) days from the
date of closure in order to protect us against any loss. If we suspect that you have used your Lazada E-Wallet for any
illegal purposes, we may hold any outstanding Lazada E-Wallet Balance for such time as we determine in our
absolute discretion or as required by law.

7.7 We will refund any electronic funds in your Lazada E-Wallet as soon as practicable after its closure through any
payment method we deem in our discretion most suitable, on the condition that you provide us with:

7.7.1 valid bank account details where the name and address details of that bank account's holder match the name
and address details of your Lazada E-Wallet; and

7.7.2 a copy of a valid form of ID (e.g. a passport or driver’s licence), which we may accept at Lazada’s sole
discretion.

7.8 We have the right not to return to you any disputed funds or any funds which relate to a breach of these Terms
and Conditions until such time such a dispute has been resolved or where a court of a competent jurisdiction has
decided on the matter.

7.9 If you have not transacted on your Lazada E-Wallet for 12 months or more, your Lazada E-Wallet shall be
deemed inactive and we reserve the right to impose an administrative charge against the remaining amount in your
Lazada E-Wallet Balance, until a transaction is made. Your Lazada E-Wallet will be terminated by us once there are
insufficient funds to pay the administrative charges.

7.10 We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or any other illegal
activity checks before authorizing any withdrawal of your funds, including returning any funds to you after your
Lazada E-Wallet has closed or before any refunds are processed.

8. AMENDMENTS

We may amend these Terms and Conditions any time by posting an updated version
at https://www.lazada.com.ph/terms-conditions/ . The updated version of these Terms and Conditions shall
take effect immediately upon posting. Each time you use your Lazada E-Wallet you confirm that you agree to be
bound by these Terms and Conditions as may be amended from time to time.

9. AVAILABILITY OF LAZADA PAYMENT ACCOUNT

We may, from time to time and without giving any reason or prior notice to you, upgrade, modify, suspend or
discontinue the provision of your Lazada E-Wallet and we shall not be liable if any such upgrade, modification or
suspension prevents you from accessing your Lazada E-Wallet or any part of it.

10. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

By accepting these Terms and Conditions, you represent and warrant that you are at least [18] years of age and not
violating any applicable laws or regulations through your use of your Lazada E-Wallet, and you agree to defend,
indemnify and hold us, our Indemnitees, affiliates and authorized representatives harmless from any claim, demand
(including legal fees and costs), fines, penalties or other liability incurred by us due to or arising out of your breach of
this representation and warranty.

11. RESTRICTED ACTIVITIES

11.1 In connection with your use of your Lazada E-Wallet, you shall not:

11.1.1 Provide false, inaccurate or misleading information;

11.1.2 Use your Lazada E-Wallet for any illegal activities;

11.1.3 Use your Lazada E-Wallet in a manner that may result in complaints, disputes, claims, penalties or other
liability to us, other users or third parties or may be regarded as an abuse of the relevant card system or a violation
of the relevant card association or network rules; or

11.1.4 Breach these Terms and Conditions and/or the Privacy Policy or violate any applicable laws and regulations.

11.2 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may take
various actions, including the following:

11.2.1 We may suspend or restrict your access to and/or close your Lazada E-Wallet;

11.2.2 We may terminate these Terms and Conditions and refuse to provide the services to you;

11.2.3 We may place a hold on your Lazada E-Wallet Balance for up to 180 days if reasonably needed to protect
against the risk of liability; or

11.2.4 We may take legal action against you.

11.3 If you are below 18 years old you must obtain consent from your parent(s) or legal guardian(s). By consenting
to your acceptance of these Terms and Conditions, your parent(s) or legal guardian(s) are agreeing to take
responsibility for: (i) your actions in your use of the Lazada E-Wallet; (ii) any charges associated with your use of any
of the Lazada E-Wallet; and (iii) your compliance with these Terms and Conditions. If you do not have consent from
your parent(s) or legal guardian(s), you must cease using the Lazada E-Wallet.

12. DISCLAIMER

12.1 You agree that all risks arising from your use of the Lazada E-Wallet will be borne by you.

12.2 We make no warranty that:

12.2.1 the Lazada E-Wallet will meet your requirements;

12.2.2 the Lazada E-Wallet services will be uninterrupted, timely or error free; or

12.2.3 any products, information or material purchased by you using the Lazada E-Wallet will meet your
requirements.

12.3 Except as expressly provided in these Terms and Conditions and to the fullest extent permitted by law, the
Lazada E-Wallet and related services are provided “as is”, “as available” and “with all faults”. All such warranties,
representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.

12.4 To the fullest extent permitted by law, we and our affiliates shall not be liable for any indirect, consequential,
incidental, special or punitive damages, including damages for loss of profits or revenues, business interruption, loss
of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or
otherwise, arising from your use of or inability to use the Lazada E-Wallet and related services. In any event, our
total aggregate liability to you under these Terms and Conditions or in relation to your use of the Lazada E-Wallet will
not exceed your Lazada E-Wallet Balance at the point in time when such liability arose.

12.5 Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of liability for
incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you. You may also
have other rights that vary by jurisdiction and other jurisdictions.

12.6 In the event that it is demonstrated that you are below the age of 18 when you agreed to these Terms and
Conditions, we shall not be liable for any loss suffered by you arising out of the use of the Lazada E-Wallet.

13. NOTICES

13.1 Notices from us

13.1.1 You agree that all notices or other communications from us are deemed to have been given to you if:

(i) communicated through any print or electronic media as we may select from time to time, will be deemed to be
notified to you on the date of publication or broadcast; or

(ii) sent by post or left at your last known address, received by you on the day following such posting or on the day
when it was so left.

13.2 Notices from you

You may only give notice to us in writing sent to our designated address or e-mail address (as may be amended from
time to time), and we shall be deemed to have received such notice only upon receipt. While we endeavour to
respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

13.3 Other modes of notifications

13.3.1 Notwithstanding Clauses 13.1 and 13.2, we may from time to time designate other acceptable modes of
giving notice (including but not limited to e-mail or other forms of electronic communication) and the time or event
by which such notice shall be deemed given.

14. GENERAL TERMS

14.1 Cumulative rights and remedies

Unless otherwise provided under these Terms and Conditions, the provisions of these Terms and Conditions and our
rights and remedies under these Terms and Conditions are cumulative and are without prejudice and in addition to
any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under
these Terms and Conditions, or at law or in equity, shall (save to the extent, if any, provided expressly in these
Terms and Conditions or at law or in equity) operate so as to hinder or prevent our exercise of any other such right
or remedy at law or in equity.

14.2 No waiver

Our failure to enforce these Terms and Conditions shall not constitute a waiver of these terms, and such failure shall
not affect our right to later enforce these Terms and Conditions.

14.3 Severability

If at any time any provision of these Terms and Conditions become illegal, invalid or unenforceable in any respect,
the legality, validity and enforceability of the remaining provisions of these Terms and Conditions shall not be
affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was
severed from these Terms and Conditions.

14.4 Rights of third parties

A person or entity who is not a party to these Terms and Conditions shall have no right to enforce any term of these
Terms and Conditions, regardless of whether such person or entity has been identified by name, as a member of a
class or as answering a particular description. For the avoidance of doubt, nothing in this clause shall affect the rights
of any permitted assignee or transferee of these Terms and Conditions.

14.5 Governing law

Use of the Lazada E-Wallet, and these Terms and Conditions shall be governed by and construed in accordance with
Philippine law and you hereby submit to the exclusive jurisdiction of the courts of Taguig City.

14.6 Disputes

14.6.1 If any dispute or claim arises from or in connection with these Terms and Conditions or your use of your
Lazada E-Wallet (“Dispute”), the relevant parties shall first attempt to resolve the Dispute through amicable
negotiations. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not
in a class, consolidated or representative action.

14.6.2 In any event and to the fullest extent permitted by applicable law, you may not make any claim against the
Indemnitees under these Terms and Conditions after one year from the date of occurrence of the matter giving rise
to the claim.

14.7 Injunctive relief

We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is
such that a temporary restraining order or other immediate injunctive relief is an appropriate or adequate remedy.

14.8 Correction of errors

Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall
be subject to correction without any liability on our part.

14.9 Language
In the event that these Terms and Conditions is executed or translated in any language other than English to the
extent allowed under law, the English language version of these Terms and Conditions shall govern and shall take
precedence over the Foreign Language Version.

14.10 Entire agreement

These Terms and Conditions shall constitute the entire agreement between you and us relating to the subject matter
hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to
the subject matter hereof.

14.11 Binding and conclusive

You acknowledge and agree that any records (including records of any telephone conversations relating to the
Lazada E-Wallet, if any) maintained by us and/or our service providers relating to or in connection with the Lazada E-
Wallet shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any
information and/or data transmitted between us and you. You hereby agree that all such records are admissible in
evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such
records merely on the basis that such records are in electronic form or are the output of a computer system, and you
hereby waive any of your rights, if any, to so object.

14.12 Sub-contracting and delegation

We reserve the right to delegate or sub-contract the performance of any of our functions or obligations in connection
with Lazada E-Wallet to any service provider, subcontractor and/or agent on such terms as we may deem
appropriate.

14.13 Assignment

You may not assign your rights or transfer your obligations under these Terms and Conditions without our prior
written consent. We may assign our rights or transfer our obligations under these Terms and Conditions to any third
party at our sole discretion.

14.14 Force Majeure

We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under
these Terms and Conditions (or any part thereof) or for any inaccuracy, unreliability or unsuitability of Lazada E-
Wallet if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable
control.

14.15 Alipay is regulated by Bangko Sentral Ng Pilipinas (“BSP”). You can find BSP’s contact details
at http://www.bsp.gov.ph/contact/overview.asp.

Privacy Notice to Lazada E-Wallet Users

This notice applies to your access and use of the Lazada virtual E-Wallet (“Lazada E-Wallet”). This notice sets out
how we may collect, use, disclose and otherwise process your “personal data”, “personally identifiable information”
or other personal information (collectively, “Personal Data”) on behalf of Lazada. The Lazada E-Wallet is operated by
Alipay for Lazada.

Capitalized terms used in this Privacy Notice but not defined here shall have the meaning ascribed to them in the
Lazada E-Wallet User Terms And Conditions (“Terms and Conditions”). As set out in the Terms and Conditions, your
Lazada E-Wallet may be used to make payment for the purchase of goods and services through the Lazada E-Wallet
in accordance with the Terms and Conditions.

From time to time, it is necessary for you to provide Alipay with Personal Data in connection with the opening or
continuation of your Lazada E-Wallet and the receipt of the services provided by Alipay under the Terms and
Conditions. By agreeing to the terms of the Terms and Conditions and completing the registration as a user of the
Lazada E-Wallet, you will be deemed to have agreed to and been notified of the terms of this notice concerning the
collection, use, storage, transfer and disclosure of your Personal Data as set out in this notice.

If you do not supply such Personal Data to Alipay, it may result in us being unable to open or continue your Lazada
E-Wallet, to provide services under the Terms and Conditions or to comply with any laws or guidelines issued by
regulatory or other authorities.

The word “including” shall not be limiting.

A. COLLECTION OF PERSONAL DATA

We may obtain your Personal Data from various sources (e.g. from you or through third parties), including:

1. Information obtained (directly or indirectly) when you register as a user of the Lazada E-Wallet, including your
name, address, telephone number, email address and device information (collectively, “Registration Information”).

2. Information obtained (directly or indirectly) during your use of the Lazada E-Wallet, including your bank account
numbers, billing and delivery information, billing address, transaction data, credit/debit card numbers and expiration
dates and other information from cheque or money orders (collectively, “Account Information”).

3. Registration Information, Account Information or other information may be accessed or collected (automatically or
manually) during your registration as a user of the Lazada E-Wallet and/or during the course of your use of the
Lazada E-Walle

The above information obtained by us may constitute your Personal Data. We have taken steps to ensure that we do
not collect more information (whether or not such information constitutes Personal Data) from you than is necessary
for us to provide you with our services, to perform the functions set out in Part B of this notice, to protect your
account, comply with our legal obligations, protect our legal rights, and to operate our business.

B. USE OF PERSONAL DATA

We may use the Personal Data that we obtain about you for the following purposes:

1. Verifying your identity, including during your registration as a user of the Lazada E-Wallet.

2. Verifying your eligibility to register as a user of the Lazada E-Wallet or to use any of the features and functions of
the Lazada E-Wallet.

3. Processing your registration as a user, allowing you to log-in using your Lazada log-in ID, and maintaining and
managing your registration.

4. Providing you with Lazada E-Wallet and related customer services, including facilitating the settlement of purchase
price for goods and services, shipping and related services for purchases, charge-backs, sending notices about your
transactions, and responding to your queries, feedback, claims or disputes.

5. Improving, and expanding our offerings by way of research and development of new functions of your Lazada E-
Wallet or other new products and services that we may offer from time to time.
6. Performing research, statistical analysis or surveys, whether orally or in writing, in order to manage and protect
our business including our information technology infrastructure, to measure the performance of Lazada E-Wallet and
other services we offer and to ensure your satisfaction with our services.

7. Analyzing trends, usages and other behaviors (whether on an individualized or aggregated basis), which helps us
better understand how you and our collective user base access and use the Lazada E-Wallet and the underlying
commercial activities conducted, including for purposes of improving our services and responding to customer
queries and preferences.

8. Managing risk, performing creditworthiness and solvency checks, or assessing, detecting, investigating, preventing
and/or remediating fraud or other potentially prohibited or illegal activities and otherwise protecting the integrity of
our payment platform.

9. Detecting, investigating, preventing or remediating violations of the Terms and Conditions, any applicable internal
policies, relevant industry standards, guidelines, laws or regulations.

10. Making such disclosures as may be required by any law or regulation of any country applicable to us or our
affiliate, government official or other third party, including any card association or other payment network.
Disclosures may also be made pursuant to any subpoena, court order, regulatory requests or other legal process or
requirement in any country applicable to us or our affiliate.

11. Making any disclosure to prevent any harm or financial loss, to report any suspected illegal activity or to deal with
any claim or potential claim brought against us or our affiliates.

12. Enabling any due diligence and other appraisals or evaluations for actual or proposed merger, acquisition,
financing transactions or joint ventures.

13. Any other legitimate business purposes, such as protecting you and other users of Lazada E-Wallet from losses,
protecting lives, maintaining the security of our systems and products, and protecting any of our other rights and/or
properties.

We may also use your Personal Data in other ways for which we provide specific notice at the time of collection or for
which you have subsequently consented.

C. DISCLOSURE OF PERSONAL DATA

Your Personal Data held by Alipay will be kept confidential but Alipay may provide such information to the following
parties (whether within or outside your country of residence) for the purposes set out in B above subject to all
relevant data privacy regulations such as the Data Privacy Act of 2012 and its implementing rules and regulations:

1. Alipay’s wholly or partly owned group companies.

2. Lazada and other members of the Lazada Group.

a. Any agent, contractor or third party service provider that we work with in providing you with our services,
including for fraud prevention, bill collection, data entry, database management, promotions, marketing, customer
service, technology services, products and services alerts and payment extension services.

3. Entities with whom Alipay maintain business referral or other commercial arrangements, including third parties and
entities belonging to the Lazada Group, Ant Financial Group and Alibaba Group.

4. Merchants and other organizations, such as card associations, payment networks or financial institutions, to whom
or through which payments are made using the Lazada E-Wallet, or such other entities to enable your use of the
Lazada E-Wallet.
5. Third party financial institutions, banks, collection agents, and credit agencies.

6. Professional advisers, law enforcement agencies, insurers, government and regulatory authorities or any other
organizations to which Alipay is under an obligation to make disclosures under the requirements of any applicable
law, regulation or commercial arrangement, including arrangements with any card association or payment network.

7. Entities involved in any merger, acquisition, financing transaction or joint venture with us.

D. SECURITY MEASURES AND RETENTION

We take all reasonable steps, including technical, administrative and physical safeguards, to help protect your
Personal Data that we process from loss, misuse and unauthorized access, disclosure, alteration and destruction.

We will retain and procure our service providers to retain your Personal Data only for so long as is necessary for the
purposes set out in this notice and in accordance with all applicable laws and regulatory requirements.

We recommend that you do not divulge your password to anyone. Our personnel will never ask you for your
password in an unsolicited phone call or in an unsolicited email. If you share a computer with others, you should not
save your log-in information (e.g., user ID and password) on that shared computer.

E. INTERNATIONAL DATA PROCESSING

Your Personal Data may be processed outside your country of residence (including outside Philippines), wherever
Alipay, other members of the Ant Financial Group, Lazada and other members of the Lazada Group, Alibaba Group
and other third parties to whom we may disclose Personal Data under C above operate, subject to all relevant data
privacy regulations such as the Data Privacy Act of 2012 and its implementing rules and regulations. The countries
where your Personal Data may be processed may not have the same data protection laws as the laws of your
country of residence (including Philippines).

F. THIRD PARTY SERVICES AND WEBSITES

The Lazada E-Wallet may provide links to other websites and services (including apps operated by third parties) for
your convenience and information. These services and websites may operate independently from us and may have
their own privacy notices or policies, which we strongly suggest you to review before you use any of their services or
conduct any activities on those websites. To the extent that any linked websites you visit are not owned or controlled
by us, we are not responsible for their contents, their privacy practices and the quality of their services.

G. CHANGES TO THIS NOTICE

Alipay reserves the exclusive right to change, amend or revise this notice from time to time.

H. FURTHER INFORMATION

If you wish to contact us, including if you wish to exercise any rights you may have under applicable law (such as
exercising any right to opt-out of data processing), please do so by contacting the Data Protection Officer by the
following means:

dataprivacyph@alipay.com

Alipay may charge a reasonable fee for processing any of your requests if permitted by applicable law.
 

LAZADA PAYMENT PROTECTION POLICY

This Lazada Payment Protection Policy (“Policy”) supplements the Lazada Terms of Use, Lazada Wallet Privacy Policy
and Lazada Wallet Terms and Conditions (collectively, the “Lazada Terms”) with regard to your Lazada Account. If
any matter is not provided for in this Policy but is provided for in the Lazada Terms, the provisions of the Lazada
Terms shall prevail. If there is a conflict between the provisions of this Policy and the provisions of Lazada Terms, the
provisions of this Policy shall prevail to the extent of such conflict. Unless otherwise expressly provided herein, the
capitalized terms shall have the same meanings as set forth in the Lazada Terms. This Policy is a legal agreement
between you and Lazada E-Services Philippines, Inc. By using your Lazada Account, you agree to be bound by the
terms of this Policy.

1.1 Protection against Unauthorized Transactions.

Lazada will provide you with compensation for Unauthorized Transactions (defined below), provided that you comply
with the procedures set out within the Policy.

An "Unauthorized Transaction" occurs when, because of a fraudulent take-over of the Lazada Account:

(a) a transaction is made from the value stored within your Lazada Wallet that you did not authorize and that did not
benefit you;

(b) a transaction or Top Up to the Lazada wallet is made from a credit or debit card saved in your Lazada Account
that you did not authorise and that did not benefit you; or

(c) a transaction or Top Up to the Lazada wallet is made from the Direct Link account, that you did not authorise and
that did not benefit you.

Notwithstanding the foregoing, you have an obligation to ensure the safety and security of your Lazada Account. If
you authorize someone to access your Wallet by providing them with your login information or otherwise, and they
conduct transactions without your knowledge or permission, you shall be responsible for all consequences arising
from such use.

1.2 Notify Lazada

a. You should immediately notify Lazada if you believe there has been an Unauthorized Transaction or unauthorized
access to your Lazada Account. To be eligible for compensation under this Policy, you must notify us within 60 days
from the date an Unauthorized Transaction first appears in your account.

b. You should regularly log into your account and review your order history to ensure that there has not been an
Unauthorized Transaction. Lazada will send you an e-mail through the-mail address you have provided to notify you
of every transaction made in your account. You should check these transaction confirmation messages to ensure that
each transaction has been authorized by you and the information in your account is accurate.

c. If an Unauthorized Transaction appears in your account, please contact Lazada Customer Service through the
contact us page (https://www.lazada.com.ph/contact). You will need to provide a complete set of information and/or
documentation, in accordance with the requirements set out on that page and as requested by us, in order for the
investigation to begin. Lazada will only initiate an investigation upon receipt of all information/documents.
1.3 Actions taken by Lazada upon receipt of notification

a. Once you notify us and provide us with a complete set of the necessary information and/or documents that we
request, we will do the following:

(a) We will conduct an investigation and determine whether there has been an Unauthorized Transaction.

(b) Lazada will complete the investigation within 2 working days from the date where all necessary information
and/or documents were received by us.

(c) We will inform you of our decision once we complete the investigation.

b. If we determine that the Unauthorized Transaction is one which qualifies for Lazada Payment Protection, we will
credit the full amount of the Unauthorized Transaction to the respective sources as shown below:

* Customer’s receipt of reimbursement amount is dependent on the Bank/Partner’s processing timelines

c. If we determine that the Unauthorized Transaction is one that does not qualify for Lazada Payment Protection, we
will send you an email to notify you of our decision which shall be final and conclusive.

1.4 Scope of protection

a. The following types of transactions are excluded from the scope of coverage of our Lazada Payment Protection
Policy:

(a) Disputes on genuine transactions, such as non-receipt of the item you have purchased;

(b) Where we determine that there has been fraud or negligence on behalf of the Customer. For example, if we
determine that you have wilfully provided your account credentials to third parties, have acted fraudulently or have
failed to take all steps and precaution in protecting your account;

(c) Where we determine that you have a proven track record of engaging in and/or abetting fraudulent activity
and/or disputes of unauthorized transactions;

(d) Where the Unauthorized Transaction took place under unforeseeable circumstances, including but not limited to
natural disasters, outbreak of war, terrorist incidents, civil unrest, which are beyond Lazada’s reasonable control;

(e) Where the Unauthorized Transaction took place as a result of any terminal or system (including Lazada and
Alipay) being impacted by, including and not limited to, hacking attempts, bank system upgrades/malfunctions, telco
downtime etc, which you were aware before the Unauthorised Transaction took place;

(f) ‘Compromises arising from 3rd party partners’: The Unauthorized Payment was the result of a compromise by a
3rd party partner such as a partner bank; or

(g) Any regulatory or legal restriction that prevents the reimbursement to be made to the Customer.
Last updated: December 2018.

LAZMALL TERMS AND CONDITIONS

1. Definitions and interpretation 

1.1 In these LazMall Terms and Conditions, unless the context otherwise requires, the following
definitions shall apply:

"Counterfeit", in relation to the Seller’s Products (as defined in the Terms of Use), shall mean a
good:

(a) which bears a sign identical with, or similar to, a registered trade mark (wherever registered),
and:

(i) the application of the sign to the good or the packaging thereto is an infringement of the registered
trademark;

(ii) the good is proposed to be imported into the country where the good is delivered to or received by
you, the Customer (as defined in the Terms of Use), and the application of the sign to the good of the
packaging thereto would be an infringement of the registered trade mark; or

(iii) the sign has otherwise been used in relation to the good or the packaging thereto in such a way
as to infringe the registered trade mark; and

(b) where the sign borne on the good or the packaging thereto is identical with, or so nearly
resembling, the registered trade mark as to be calculated to deceive; and

(c) the sign borne on the good or the packaging thereto is applied without the express or implied
consent of the proprietor of the registered trade mark, and to falsely represent the good to be the
genuine good of the proprietor or a licensee of the registered trade mark.

“Guaranteed Delivery Badge” means the icon applied to the Product Details Page of selected
LazMall Goods to indicate that the LazMall Guarantee is available for this LazMall Good. The
Guaranteed Delivery Badge is represented by the following icons:

     and

“Fast Refund” shall mean a refund of a returned item to you, initiated at the point when you deliver
the returned item back to Lazada.

"LazMall Channel" means the sales channel operated by Lazada for the purposes of the LazMall
Programme.
"LazMall Goods" means goods purchased from a Seller (as defined in the Terms of Use), on the
LazMall Channel through the Platform (as defined in the Terms of Use).

"LazMall Terms" means these terms and conditions, as amended by Lazada in its sole and absolute
discretion from time to time.

"Order Detail Page" means the page where a user can review information regarding its Order for the
relevant goods available on the Platform.

“Delivery Detail Page” means the page where a user can review delivery information regarding its
Order for the relevant goods purchased from the Platform.

"Product Details Page" means the product details page of the relevant goods available on the
Platform.

"Terms of Use" means the terms and conditions governing your use of the Platform and which are
set out at https://www.lazada.com.ph/terms-conditions/.

2. Service Terms

2.1 These LazMall Terms shall apply to your purchase of LazMall Goods. Such LazMall Goods can be
identified from the "LazMall" badge on the Seller's listing of the goods.

2.2 By purchasing LazMall Goods, you agree to be bound by these LazMall Terms, as amended from
time to time, in addition to the Terms of Use for the Platform, which are incorporated by reference into
these LazMall Terms.

2.3 For the avoidance of doubt, capitalised terms used and not defined herein have the same meaning
as given to such terms in the Terms of Use.

2.4 In the event of a conflict between the provisions of these LazMall Terms and the Terms of Use, the
provisions of the LazMall Terms shall prevail.

3. Representation and warranty

3.1 Lazada represents and warrants that the LazMall Goods are not Counterfeit.

3.2 Save as provided in above Clause 3.1 and in the Terms of Use, Lazada expressly excludes any
guarantee, representation, warranty, condition, term or undertaking of any kind.

3.3 Notwithstanding anything to the contrary in the Terms of Use, your sole and exclusive remedy for
Lazada's breach of the representation and warranty given in Clause 3.1 shall be limited to this Clause
3.3.

(a) If you believe that the LazMall Goods which you have purchased do not conform to the
representation and warranty given in Clause 3.1, you must make a refund claim in accordance with
the procedure, and subject to the exceptions and limitations, set out in the Return Policy (as defined
in the Terms of Use), within fifteen (15) days of the date on which you received the LazMall Goods.

(b) Following your refund claim, you will be provided with a template refund claim form (“Claim
Form”), within which you should state the reasons for your belief that LazMall Goods which you have
purchased does not conform to the representation and warranty given in Clause 3.1.
(c) You shall return the LazMall Good to Lazada in accordance with Lazada’s instructions. Once Lazada
receives the LazMall Good, Lazada shall refund you the full purchase price of the LazMall Good within a
reasonable period.

(d) Following the return of the LazMall Good to Lazada, Lazada shall verify your Claim Form. For the
purposes of facilitating such verification, you shall use your best endeavours to fully cooperate with
Lazada. In the event that Lazada determines, in its sole and absolute discretion, that the LazMall Good
does not conform to the representation and warranty given in Clause 3.1:

(i) Lazada shall issue a store credit voucher or rebate coupon equivalent in value to the full purchase
price of the LazMall Good to your Lazada account; and

(ii) you shall thereafter have no further claim against Lazada, and you shall release and hold harmless
Lazada from any and all liability arising out of or in connection with your purchase of the LazMall
Good.

(e) In the event that Lazada determines, in its sole and absolute discretion, that the LazMall Good
does conform to the representation and warranty given in Clause 3.1, you shall have no further claim
against Lazada, and you shall release and hold harmless Lazada from any and all liability arising out of
or in connection with your purchase of the LazMall Good.

(f) Lazada’s determination pursuant to this Clause 3.3 shall, save in the case of manifest error, be
final and binding on you.

(g) If you fail to make a refund claim within fifteen (15) days of the date on which you received the
LazMall Goods, as set out in Clause 3.3(a), you are deemed to have accepted the LazMall Goods as
conforming to the representation and warranty given in Clause 3.1.

4. LazMall Guarantee

4.1 Lazada may offer guarantees for delivery of selected LazMall Goods within specified dates (the
“LazMall Guarantee”). Availability of the LazMall Guarantee for LazMall Goods shall be indicated by the
appearance of the Guaranteed Delivery Badge on the Product Details Page. For the avoidance of
doubt, where the Guaranteed Delivery Badge does not appear, the LazMall Guarantee is not available.

4.2 The dates for delivery of LazMall Goods pursuant to the LazMall Guarantee shall be reflected on
the Order Detail Page and the Delivery Detail Page. You acknowledge and agree that any timelines or
dates shown for delivery on the Lazada Platform in respect of the LazMall Guarantee, save for the
dates indicated on the Order Detail Page and the Delivery Detail page, are only indicative estimates,
and you shall not hold Lazada directly or indirectly liable for any losses arising out of or in connection
with any reliance that you place on such estimates.

4.3 Terms and Conditions of the LazMall Guarantee.

(a) Subject to the availability of the LazMall Guarantee as set out in Clause 4.1 and 4.2, and the terms
and conditions of the LazMall Guarantee as set out in this Clause 4.3, you shall receive payment for
the amount specified in the Product Details Page as compensation where Lazada delivers the LazMall
Goods to you after the latest date, or after the timeframe, specified in the LazMall Guarantee section
of the Order Detail Page and the Delivery Detail Page (“Compensation”). Save for the Compensation,
you hereby agree that you shall not have, and hereby waive and relinquish, any other rights or claims
in respect of the LazMall Guarantee not being fulfilled.

(b) You shall be entitled to Compensation for each Order you place through the Platform, regardless of
the number of LazMall Goods which are placed pursuant to such Order, or the number of LazMall
Goods which are delivered to you after the latest date, or after the timeframe, specified in the LazMall
Guarantee section of the Order Detail Page and the Delivery Detail Page. To illustrate, if you purchase
two LazMall Goods under one Order, and Lazada or its agent is unable to fulfil the LazMall Guarantee,
you shall be entitled to receive Compensation of the amount specified in the Product Details Page.

(c) Where Compensation is paid to your Lazada account through a Voucher or a Promo Coupon is
issued to your Lazada Wallet, Lazada reserves the right to impose restrictions or limitations to the use
of the Voucher or Promo Coupon, including but not limited to, expiration dates, transfer of the
Voucher or Promo Code to other users, or restrictions to use with Products, or categories or classes of
Products, as specified by Lazada at its sole and absolute discretion. For the avoidance of doubt,
Compensation made via Voucher or Promo Coupon cannot be exchange or redeemed for cash.

(d) Notwithstanding that the LazMall Guarantee has been made available for the LazMall Good you
select, you hereby agree to waive your right to Compensation where any of the following take place:

(i) Delivery address for the LazMall Good is incorrect or incomplete;

(ii) You refuse to accept, or fail to make payment for, the LazMall Good, for any reason whatsoever;

(iii) You fail to make payment for the LazMall Good in order to be eligible for the LazMall Guarantee,
before the date and time set out in the Order Detail Page;

(iv) You request any amendments to the time of delivery, delivery address or mode of delivery after
the Order has been made;

(v) You fail to adhere to any of the delivery instructions issued by Lazada or our agents, including
where you or your representative are not present to receive the LazMall Good when Lazada, or
Lazada’s agent attempts delivery, or any of the instructions you issue to Lazada or our agents for
delivery cannot be reasonably fulfilled;

(vi) You specify for delivery of the LazMall Good to be made to a collection point;

(vii) Delivery cannot be made to your address for reasons due directly or indirectly to an event or
failure which is beyond Lazada’s reasonable control, including acts of God, natural disasters, war,
rebellion, revolution, contamination, pollution, acts or threats of terrorism, or riots; or

(viii) Delivery of the LazMall Good cannot be made to the delivery address you specify in the Order
Detail Page and the Delivery Detail Page for any other reason.

(e) You acknowledge and agree that Lazada has the sole and absolute right to determine if any of the
circumstances set out in Clause 4.3(d) have taken place. You agree that you shall not dispute any of
Lazada’s determinations in this regard.

(f) Lazada reserves the right not to issue Compensation to you at its sole discretion and with no
reference or notice made to you, for any reason whatsoever.

5. Fast Refunds

5.1 LazMall may offer Fast Refunds for selected LazMall Goods. However, the availability of Fast
Refunds is decided on a per item basis by Lazada in its sole and absolute discretion.

5.2 Lazada reserves the right to decide in its sole and absolute discretion, on a per item basis, if Fast
Refunds will be available or not.

5.3 Factors that determine Fast Refund availability, include but not limited to:
• Item price and type;

• Payment type;

• Location;

• Purchase, return and refund history.

5.4 Lazada reserves the right to change the factors that determine Fast Refund availability in its sole
and absolute discretion from time to time.

6. Use and disclosure of data

You agree that Lazada shall be entitled to use or disclose any information or data disclosed by you in
accordance with Lazada’s Privacy Policy. You are entitled to withdraw such consent in the procedure as
prescribed by Lazada from time to time.

7. Miscellaneous

7.1 You shall be bound by and shall fully observe and comply with these LazMall Terms, all Service
Terms, Terms of Use, Privacy Policy as well as such other terms and conditions as may be agreed or
accepted by you. The rights and protections conferred on Lazada under these LazMall Terms shall be
additional to the rights and protections conferred on Lazada under the Service Terms, Terms of Use,
Privacy Policy as well as such other terms and conditions as may be agreed or accepted by you.

7.2 Any clause in these LazMall Terms, all Service Terms, Terms of Use, Privacy Policy as well as such
other terms and conditions as may be agreed or accepted by you, that is invalid, unenforceable or
illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be
deemed severed and shall not affect the enforceability of any other clauses, which clauses shall
continue to be valid and enforceable to the fullest extent permitted by law.

7.3 Lazada reserves the right to alter, modify, add to or otherwise vary these LazMall Terms from time
to time, and in such manner as Lazada deems appropriate. You shall be bound by the terms and
conditions so amended. In any event, if you continue to use the Service after such notice, you shall be
deemed to have accepted the amendments

Platform Engagement Tools Terms & Conditions

1. Acceptance of Terms and Conditions

1.1. The following Platform Engagement Tools Terms & Conditions (the “Platform Terms”) govern
the use of the platform engagement tools and other related services (collectively, the “Tools” and,
each a “Tool”) provided by Lazada E-Services Philippines, Inc. of 23rd Floor, Seven/Neo Building, 5th
Avenue, Bonifacio Global City, Taguig City, Metro Manila, Philippines (hereinafter referred to as
“Lazada”) on Lazada’s websites and/or mobile applications (the “Platform”).

1.2. By using any of the Tools, you are agreeing to be bound by these Platform Terms as a User (as
defined below). These Platform Terms are in addition to the Terms of Use and the Terms & Conditions
of Sale , which shall continue to govern your use of the Platform and which are hereby incorporated by
reference into these Platform Terms. Unless otherwise defined, the definitions and provisions in
respect of interpretation in the Terms of Use will apply to these Platform Terms.
 
1.3. The use of the Tools may be subject to additional terms (“Additional Terms”) that Lazada may
prescribe from time to time. In relation to any Tool, the Additional Terms that govern the use of such
Tool shall be made accessible via such Tool. If you do not agree to any of the Additional Terms, you
should discontinue your use of the Tools that are subject to those Additional Terms.

1.4. In the case of any inconsistency or conflict between any documents referred to in these Platform
Terms that is not expressly resolved in those documents, such inconsistency or conflict will be
resolved in the following order of descending priority: the relevant Additional Terms, the Platform
Terms, the Terms of Use and the Terms & Conditions of Sale.

1.5. All rewards (including, without limitation, virtual items such as LazCoins, LazGems, deal, platform
or brands vouchers) acquired via the Tools shall be subject to the Digital Vouchers & Gift Cards Terms
and Conditions and the Terms and Conditions of Sale, to the extent that the same are applicable.

2. Tools Conditions

2.1. The Tools are offered solely for the purpose of a User’s personal entertainment and benefit. The
use of the Tools for business or commercial purposes is strictly prohibited.

2.2. Lazada may, from time to time and without giving any reason or prior notice, upgrade, modify,
suspend, discontinue the provision of, or remove any of the Tools, and Lazada shall not be liable if any
such upgrade, modification, suspension, discontinuation or removal affects your use of the Platform or
prevents you from accessing any of the Tools.

2.3. A “User” means a Customer who has installed the Lazada mobile app and registered for a
customer account on the Platform. The use of certain Tools may be subject to additional terms of
eligibility, which shall be prescribed by Lazada in its sole discretion; such additional terms of eligibility
would be set out in the relevant Additional Terms.

2.4. Users shall be prohibited from running the Tools (including all individual mobile application page
interfaces) with programs other than the relevant Lazada client program provided by Lazada.
Examples of prohibited programs include, without limitation, automated bots and other tools meant to
replace or supplement the relevant Lazada client program provided by Lazada, as well as scripts and
completely or partially automated programs that provide any User with any advantage over other
Users by enabling, for example, auto-refresh functions and other integrated browser mechanisms that
use or concern automated procedures for using the Tools.

2.5. Users are, under no circumstances, permitted to do any of the following:

(i) create, exploit or use bugs, cheats, mods and/or hacks, or any other third party software products
that may change the result, function or gameplay of the Tools;

(ii) use software that allows the mining or scraping of data or otherwise intercepts or collects
information in connection with the Tools;

(iii) use any rewards (including, without limitation, virtual items such as LazCoins, LazGems, deal,
platform or brands vouchers) acquired via the Tools for any purpose other than the purchase of
Products on the Platform;

(iv) sell, buy or trade customer accounts on the Platform;

(v) use the Tools or participate in any program thereof in a fraudulent manner, including but not
limited to the creation or use of more than one customer account for the purposes of obtaining more
rewards,

and the foregoing shall include all circumventions, similar actions or actions that produce an effect
that matches the aforementioned prohibitions.

3. Warranties and Liability

3.1. Lazada offers the Tools within the context of its technical and operational capabilities.

3.2. Unless expressly set out in these Platform Terms or the relevant Additional Terms, to the fullest
extent permitted by law, neither Lazada nor any of its service providers or affiliates makes any
warranty (whether express or implied), representation or undertaking about the Tools (including,
without limitation, their accuracy, availability and reliability), any software or hardware used with the
Tools, any application or feature accessed by a User using the Tools, or the reliability or quality of the
underlying telecommunications network accessed by such User using the Tools.

3.3. The Tools are provided on an ‘as is’ and ‘as available’ basis, and their availability is subject to the
availability, functionality and reliability of resources used to provide the Tools (including, without
limitation, the Platform, Lazada’s systems and the relevant third party tools), downtime and lack of
availability (whether for technical reasons, required maintenance work, or otherwise), as well as
events, circumstances or causes beyond Lazada's reasonable control.

3.4. To the fullest extent permitted by law, Lazada shall not be responsible to any User for any loss,
damage, fine, regulatory action, claim or compensation of whatever nature arising from or relating to
such User's use of, or inability to use, the Tools (collectively, the “Liabilities”) including but not limited
to (i) such User’s breach of these Platform Terms, (ii) any alleged unauthorised transactions,
disruptions, errors, defects or unavailability of the Tools, and (iii) any loss of data or damage to any
software or hardware used by such User to access the Tools.

3.5. In the event that any Liabilities are not excluded under clause 3.4 of these Platform Terms, to the
fullest extent permitted by law, Lazada’s maximum aggregate liability to any User in respect of such
Liabilities, whether under all applicable laws of contract, tort or otherwise, shall be limited to [USD 50]
(or the equivalent value of such amount in Philippine Pesos as converted according to the Bloomberg
foreign exchange rate).

4. Content Restrictions

4.1. The Tools include various content, imagery, media and graphics that are protected by
trademarks, copyrights or other means for the benefit of Lazada or third parties. Unless explicitly
permitted by these Platform Terms, or otherwise agreed in writing by Lazada, no User or any third
party may edit, copy, distribute, publicly reproduce or use any Tool for any purpose other than the
purpose set out in clause 2.1 of these Platform Terms. Copyright information and brand names may
not be changed, hidden or removed. The term “content” includes all and any data, images, text,
graphics, music, sounds, sound sequences, videos, software programs and codes, and any other
information provided or developed by Lazada, and any such services available for download.

4.2. Users are obliged to abstain from any measure which may compromise or interrupt the proper
functioning of the Platform, the Tools or any individual services or functions on the Platform. Users are
also required to abstain from any measure which may allow unauthorised access to data.

5. User’s Obligations

5.1. Each User acknowledges and agrees:

(i) to comply with all applicable laws and regulations when using the Tools;

(ii) to comply with all third party terms (including, without limitation, any applicable terms of use,
policies and guidelines, as well as third party terms of sharing channels that a User may use to invite
others to use the Tools) that apply to the use of the Tools used by such User;

(iii) to be responsible for all information that is communicated, submitted or transmitted, whether to
Lazada or third parties, from such User's account or device in the course of such User’s use of the
Tools;

(iv) not to use the Tools or permit the use of the Tools in any manner which may adversely affect
other Customers' or Users’ use of the Tools or the goodwill or reputation of Lazada or the Lazada
group of companies; and

(v) to be responsible for complying with these Platform Terms.

5.2. Where Lazada, in its sole discretion, discovers or suspects that a User has breached any of these
Platform Terms or the relevant Additional Terms, Lazada may take all such steps and remedies as it
deems appropriate, without need for prior notice to the User. Such steps include, without limitation:

(i) to investigate such User's account;

(ii) to prevent, restrict or suspend the access of such User to the Tools (or any part thereof) or the
Platform;

(iii) to report any activity it suspects to be in violation of any applicable law, statute or regulation to
the appropriate authorities and to co-operate with such authorities;

(iv) to forfeit any rewards which a User may have received due to the User’s use of the Tools; and

(v) to cancel any Orders placed during a User’s use of the Tools.

6. Data Collected by Lazada

6.1. Lazada may collect information from the Users in the course of their use of the Tools. Such
information may include personal information such as photographs, date of birth, names, and
usernames that a User may upload, provide or use.

6.2. Any personal information that Lazada collects may be used by it, or shared with or transferred to
third parties (including related companies, third party service providers, and other Users), for any or
all of the following purposes:

(i) to display on scoreboards on the Platform (as defined in the Terms of Use) in relation to the Tools;

(ii) to facilitate the administration of the Tools and any rewards associated with the Tools; and

(iii) to otherwise facilitate the use of the Tools.

6.3. For the avoidance of doubt, the Privacy Policy (and the notification of the purposes of data
collection therein) as referred to in the Terms of Use shall apply to all personal information referred to
under these Platform Terms.

7. Miscellaneous
7.1. If at any time any provision of these Platform Terms or any Additional Terms shall be held to be
illegal, invalid, or unenforceable, in whole or in part, the provision shall apply with whatever deletion
or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the
commercial intention of Lazada. To the extent it is not possible to delete or modify the provision, in
whole or in part, under this clause, then such provision or part of it shall, to the extent that it is illegal,
invalid or unenforceable, be deemed not to form part of these Platform Terms or the relevant
Additional Terms, as the case may be, and the legality, validity and enforceability of the remainder of
these Platform Terms or the Additional Terms (as the case may be) shall, subject to any deletion or
modification made under this clause, not be affected.

7.2. Lazada reserves the sole right to alter, modify, add to or otherwise vary these Platform Terms at
any time and from time to time, and in such manner as Lazada deems appropriate at its absolute
discretion. In the event of variation of these Platform Terms, if you continue to use the Tools
thereafter, you shall be bound by the Platform Terms as so amended and shall be deemed to have
accepted the Platform Terms as so amended.

LazCoin Terms and Conditions

 Update on: 25/08/2020

1. LazCoins are digital reward points that Lazada issues to you for your
continued engagement on the Lazada Platform. Lazada issues LazCoins to
you solely for use on the Lazada Platform in accordance with these LazCoins
Terms of Use (hereinafter “Terms” or “Terms of Use”). By participating in
engagement activities on the Lazada Platform, including obtaining LazCoins in
any manner, you confirm that you have read, understood and agreed to these
Terms, which constitutes a legally binding agreement between you and
Lazada under applicable law.

2. LazCoins have no cash or monetary value and LazCoins shall not be

exchanged for currency in any form. Under no circumstances shall LazCoins
be purchased, resold or transferred by, or to, Users, for monetary value or
otherwise. Save for where expressly permitted by Lazada, LazCoins shall not
be regarded, construed, implied, or used as valuable or exchangeable
instruments under any circumstance. 

3. LazCoins expire three (3) months after they are credited to your Lazada
user account. Expiration dates are rounded up to the final day of the month
which LazCoins expire. To illustrate, if a LazCoin is credited to your Lazada
user account on 15 June 2020 it shall expire on 30 September 2020. Lazada
reserves the right to alter the expiration date of any LazCoins issued to you at
its sole discretion, and without prior notice to you. You acknowledge and
agree that Lazada shall not be liable for any losses that you, or any third
party, incur as a result of an alteration of the expiration date of LazCoins. 
4. The quantity and availability of LazCoins issued to you when you participate
in engagement activities on the Lazada Platform shall be determined by
Lazada at its sole discretion. You can check your LazCoins balance and
redemptions history in your Lazada user account. Your LazCoins balance and
redemption history as set out in your Lazada user account shall serve as a
conclusive evidence of the same.

5. LazCoins may be exchanged for (a) electronic voucher(s) for Users to

obtain discounts or other benefits on products listed on Lazada Platform
(“Voucher”), (b) free products and/or services as offered by Lazada, (c)
participation in promotional events and/or user engagement tools and
mechanics on Lazada Platform, and/or (d) any other products, rewards,
services, electronic or physical vouchers, as Lazada may announce or notify
to you from time to time (collectively “LazCoin Rewards”). The exchange of
LazCoins for LazCoin Rewards may be subject to further terms and conditions
specific to a promotional scheme, program or activity. The issuance of
LazCoins by Lazada to you shall NOT be constituted, considered, construed,
or implied as a reservation of any promotional products or services on Lazada
Platform made by Lazada in your favour.

6. Lazada determines the quantity of LazCoins required for an exchange for

LazCoin Rewards. This quantity of LazCoins may change from time to time as
announced or notified by Lazada, and without any prior notice, to you

7. Any LazCoins issued to any User shall be exchanged for LazCoin Rewards
only during the time period specified by Lazada, subject to the availability of
the applicable LazCoin Reward. The time period during which a User may
exchange LazCoins for LazCoin rewards may be specified or amended by
Lazada at any time, included after the initial launch of the promotional
scheme, program or activity which allows you to exchange LazCoins for
LazCoin rewards. 

8. Lazada reserves the right to cancel or void any LazCoin issued to a User,
any orders placed in connection with any LazCoin, including where used in
conjunction with a Voucher, or any orders for products placed in connection
with any LazCoin, and to cancel or suspend a User’s right to earn or redeem
any LazCoin, where it determines or reasonably believes that such User has
breached any provision under any terms and conditions applied to Users on
Lazada Platform, including but not limited to any specific game rules, the
Terms of Use; the Terms & Conditions of Sale; and Platform Engagement
Tool Terms and Conditions. For the avoidance of doubt, Lazada may reject a
User’s request to earn or redeem LazCoin where Lazada reasonably believes
that that the redemption transaction may be suspicious, illegal, involves any
criminal activity or involves LazCoins that have been obtained through
dishonest or fraudulent means or abusive behavior of the Users.

9. Lazada reserves the right to suspend or discontinue the issuance and

redemption of LazCoins at any time at its sole discretion.

10. All concerns relating to LazCoin should be directed to Lazada Customer

Care through the following link: https://www.lazada.com.ph/contact . You
agree that any claims in relation to LazCoins shall be made within one (1)
month of the issuance date and we may require relevant evidence which may
include your personal information to support your claim.