Last updated on September 1, 2023
By using GrabFood and/or GrabMart and/or Grosir-Services services, You/Merchant hereby agrees to be bound by the following terms and conditions set out by PT Grab Teknologi Indonesia (“GRAB”):
- DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:
“Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” means this Agreement and any schedules hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;
“Business Day” means a day where banks open for business in Indonesia;
“Commercial Terms and Conditions” means the commercial terms and conditions agreed by the Merchant which is an inseparable part of this Agreement;
“Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items;
“SPI” means patner affiliated with GRAB (i.e., PT Solusi Pengiriman Indonesia), which provides delivery services under the tile of “Food”, “Mart”, or other delivery services as may be applied by Grab in Grab App from time to time;
“Logistic Provider” means third party logistic service provider that cooperate with Grab or its Affiliates whose primary role is to deliver Grosir-Services distributed via the Grab App specifically for GrabFood Merchants;
“Data Processor” means in relation to Personal Data, any person, other than an employee of the Data User, who processes the Personal Data solely on behalf of the Data User, and does not process the Personal Data for any of his own purposes;
“Data User” means a person who either alone or jointly or in common with other persons processes any Personal Data or has control over or authorizes the processing of any Personal Data but does not include a Data Processor;
“Disclosing Party” means the party from whom the Confidential Information originates and is disclosed to the Recipient;
“End User” means any person or entity that has made a request for food and beverage delivery service through GrabFood or retail products delivery service through GrabMart, or wholesale products delivery service through Grosir-Services;
“Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected Party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather, acts or omissions of persons or bodies beyond the reasonable control of the said Party, epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19) or promulgation of a statutory regulation which causes the Agreement to no longer be enforceable by either Party or both Parties, and other reasons;
“Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any licenses and permissions in connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;
“Grab App” means a mobile application that functions as an app based scheduling tool that matches an End User’s request for chauffeured vehicle services to SPI who is available to provide the service and/or Logistic Provider that able to deliver Grosir-Services products to End User;
“GrabFood” means product of Grab App which enables the End User to use SPI’s services to order food and beverage from the Merchant;
“GrabMart” means product of Grab App which enables the End User to use SPI’s services to obtain the delivery of or purchase (as applicable) a variety of retail products (e.g. groceries and/or various daily necessities) from the Merchant via GrabApp, excluding food and beverages produced by the Merchant;
“Grosir-Services” means product of Grab App specifically for GrabFood Mechants which enables the End User (in this case GrabFood Mechants) to use SPI and/or Logistic Provider to obtain the delivery of a variety of wholesale products (e.g. groceries and/or various daily necessities) from the Merchant via GrabApp;
“Merchant” means a party that carries out business of selling food and beverages for GrabFood and/or a party that carries out business as a retailer for GrabMart, and/or a party that carries out business as a wholesaler for Grosir-Services;
“Personnel” means all directors, officers, employees, agents and independent contractors thereof;
“Personal Data” means data of any person who is identified or can be identified individually or in combination with other information, directly or indirectly through an electronic or non-electronic system.
“GRAB Personal Data” means Personal Data which Grab, or its Affiliates discloses to the Merchant or which the Merchant processes on behalf of Grab for purposes of this Agreement.
“OVO” means PT Visionet Internasional the issuer of server based electronic money branded as OVO Cash.
“OVO Cash” means electronic money issued and managed by OVO that can be used by the Merchant in any transaction related to GrabFood and GrabMart and/or Grosir-Services services;
“OVO Payment Feature” means the online payment platform provided and managed by OVO and all content and functions thereof, which allows for payments to be made electronically using OVO Cash and/ or various sources of funds as available from time to time;
“OVO Premier Account” means an account under the name of the Merchant, who is a user of OVO services, which is used to store OVO Cash, receive and send funds from time to time;
“OVO Merchant” means each merchant who has agreed to enter into a cooperation arrangement with OVO (whether in writing, verbally or otherwise) to accept payment by using the OVO Payment Feature as a means for payment for products or services offered or sold by such merchant;
“Services” shall have the meaning given to it under Clause 4;
“Service Fee” shall have the meaning as specified in the Commercial Terms and Conditions;
“Scan-To-Order” or “STO” means a feature which allows the End Users to place an order via the GrabApp to purchase food and/or beverages directly at the Merchant’s location for the purpose of dine-in. STO is facilitated via a feature in the GrabApp as may be made available by GRAB from time to time.
“Self Pick-Up Feature” means a takeaway or self-pickup by End Users of the retail products or food and/or beverages from the Merchant’s location. Self-Pickup is facilitated via a feature in the GrabApp (as may be made available by GRAB from time to time) which facilitates the Merchant’s takeaway services by enabling the Merchant to make available retail products or food and/or beverages for self-pickup by the End User themselves, where the End User elects to take up such self-pickup option on the GrabApp.
“Term” means the period of this Agreement as specified in Clause 3.1;
“Territory” means Republic of Indonesia and its territorial waters; and
“Third Party Claim” means commencement or threatened commencement of any action, suit, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at Law or in equity, made or brought by a third party (non-government).
- ENTIRE AGREEMENT
2.1 This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.
2.2 The Merchant hereby reads, understands, agrees to the applicable Terms of Service: Transport, Delivery, and Logistics as set forth in the following link: https://www.grab.com/id/en/terms-policies/transport-delivery-logistics/, which may be updated by GRAB from time to time (The “Terms of Service”) and are deemed as integral part of this Agreement;
2.3 The Merchant hereby reads, understands, agrees to the applicable Code of Conduct: Merchant as set forth in the following link: https://www.grab.com/id/en/terms-policies/code-of-conduct-merchant/, which may be updated by GRAB from time to time (“Code of Conduct”) and are deemed as integral part of this Agreement.
3.1 This Agreement shall take effect from the date of this Agreement and shall continue in force until terminated in writing by either Party.
- SCOPE OF SERVICES
4.1 GRAB appoints Merchant, and Merchant agrees to be appointed by GRAB as (i) GRAB’s restaurant partner; and/or (ii) GRAB’s retail partner, and/or (iii) GRAB’s wholesale partner whereby GRAB is entitled to accept orders on behalf of the Merchant from End User through GrabFood and/or GrabMart and/or Grosir-Services (“Services”).
4.2 The Services as provided under Clause 4.1 is limited to:
- referring End User to the Merchant;
- accepting orders and payments from End User, according to the method sets by GRAB; and
- passing the payment and order from the End User to the Merchant according to the method sets by GRAB, taking into account the agreed Service Fee.
- Cash on Delivery feature in Grosir-Services, where the Logistic Provider and the related Grosir-Services Merchant collect the payment directly from the End User.
4.3 GRAB may carry out changes to Services, or suspend the Services, without notice.
4.4 Merchant understands and agrees that Grab may collect Service Fee (and/or any fees related to Grab services) by deducting directly from the total price of food and/or beverages ordered by an End User through the GrabApp, by utilizing the OVO channel. Therefore, for the purposes of such payment, Merchant hereby agrees to open and maintain an OVO account, and gives approval to OVO acting on Grab’s behalf to collect the Service Fee (and/or any fees related to the Grab services).
- PERFORMANCE OF SERVICES
5.1 GRAB’s Obligations
- GRAB shall present on the Grab App the range of (i) food & beverage products offered by the Merchant under GrabFood Services, and/or (ii) retail products offered by the Merchant under GrabMart Services, and/or (iii) wholesale products offered by the Merchant under Grosir-Services in Grab App for GrabFood Merchants, to the extent that it has been communicated to GRAB.
- In connection with GrabFood, whenever an order is received by GRAB, GRAB will communicate the order details to the Merchant for food and/or beverage preparation. SPI will collect the prepared order as a take-away order. SPI will then deliver the order to the End User and collect from the End User the total order amount and delivery charges (as applicable).
- In connection with GrabMart, whenever an order is received by GRAB, GRAB will communicate the order details to the Merchant for retail products preparation. SPI will collect the prepared order from the Merchant and/or purchase the retail products for End User (as applicable). SPI will then deliver the order to the End User for products communicated by GRAB for preparation and collected for delivery, and/or collect from the End User the total order amount and delivery charges for products purchased by SPI for End User (as applicable).
- In connection with Grosir-Services, whenever an order is received by GRAB, GRAB will communicate the order details to the Merchant for wholesale products preparation. SPI and/or Logistic Provider will collect the prepared order from the Merchant for the wholesale products for End User. SPI and/or Logistic Provider will then deliver the order to the End User for products ordered by the End User and collected for delivery. SPI and/or Logistic Provider may collect from the End User the total order amount and delivery charges, if applicable.
- In order to maintain its reputation for quality and high standard of service, GRAB reserve the right to terminate the relationship with the Merchant if the Merchant repeatedly receives bad reviews, complaints of failure to fulfill delivery order.
5.2 Merchant’s Obligations
- The Merchant shall provide GRAB with all information necessary to present the Merchant’s offering. This includes the Merchant’s menu, products, logo, images, prices, and its company identity, which for small businesses includes the owner’s full name and legal address, and for corporations includes the company name, registered address, trade name, authorized signatory and tax identification number (NPWP). Relevant changes are to be communicated to GRAB immediately. The Merchant is required to verify the information published by GRAB and immediately point out any mistakes or inaccuracies. The Merchant shall immediately notify GRAB should there be price changes. For avoidance of doubt, the Merchant’s menu, products, logo, images, prices, and its company identity may be published on Grab App and other media means (including but not limited to twitter, facebook and Google AdWords campaign). In the event that the Merchant does not provide information in the form of images related to the food, beverages and/or the Merchant’s products that are to be sold through the Grab App, the Merchant hereby authorizes Grab to upload images related to the Merchant’s food, beverages and/or products on the Grab App.
- The Merchant guarantees that information published on Grab App relating to the Merchant’s offering satisfies all legal requirements, and in particular satisfies information requirements for End User protection. GRAB is not required to publish the Merchant’s offering on Grab App before all relevant information has been received.
- The Merchant guarantees that the information provided by the Merchant including information uploaded by Grab for the benefit of and on behalf of the Merchant does not violate any third party’s Intellectual Property Rights.
- The Merchant will process orders with all reasonable care and as soon as they are submitted by the End User. The Merchant is required to keep its advertised food, beverage, and/or retail and/or wholesale products available to the best of its ability.
- The Merchant guarantees that the retail products, and/or food and/or beverages, and/or wholesale products provided, prepared and sold to End Users, are in good quality and safe for consumption. In the event any retail products, and/or food and/or beverages of Merchant are spoiled, defected, broken, or which results in food poisoning, allergies or other effect that will harm or disappointed by End User, Merchant will be personally responsible and/or legally liable for such incident, both material and immaterial, and release Grab from any claim related to such matter.
- For GrabFood and GrabMart services, the Merchant is obligated to notify GRAB in no later than 5 minutes if the Merchant is unable to fulfill an order, so that GRAB can notify the End User immediately.
- The Merchant agrees to adhere to the range of products and prices as provided to GRAB and as described on the Grab App.
- The Merchant guarantees that the retail products, food and/or beverages offered are of high quality and their storage, production and preparation comply with all relevant retail, restaurant and food safety regulations. If any violations are found by the relevant authorities, the Merchant must notify GRAB immediately.
- The Merchant guarantees that it possesses all licenses required by prevailing laws and regulations and that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to its business operations.
- The Merchant guarantees to take great care to keep up-to-date its range of products, prices and associated terms and conditions, which shall include the Merchant’s:
- menu, logo, images, prices; and
- company identity (which for small businesses includes the owner’s full name and legal address, and for corporations includes the company or trade name), registered address, point of interest data relating to the business including latitude and longitude and place name of business, business contact phone number, business e-mail address and business website, trade name, authorized signatory and tax identification number (NPWP) (“Business Listing Data”),
Relevant changes to the Data are to be communicated in writing to GRAB immediately of any such changes and/or be self-updated accordingly as applicable by the Merchant. The Merchant is required to verify the Data and other information published by GRAB and shall immediately notify Grab in writing of any mistakes or inaccuracies and shall self-update the Data accordingly as applicable. For avoidance of doubt, the Data may be published on Grab App and other media means (including but not limited to twitter, facebook and Google AdWords campaign).
- Pay the Service Fee to Grab in accordance to the method sets by GRAB;
- Provide a reasonable penalty fee if such Service Fee is not paid according to the due date.
- The Merchant acknowledge and agree that SPI may batch several orders for trip efficiencies (where applicable).
- The Merchant agree that the Self Pick-Up Feature and STO shall apply to all retail products, and/or food and/or beverage and the Merchant shall do all things necessary or desirable to give full effect to the Self Pick-Up Feature and STO at all of the Merchant’s premises listed under the Commercial Terms and Conditions.
- For the avoidance of doubt, the Service Fee in respect of each retail product and/or, food, and/or beverage ordered via the Self Pick-Up, STO, and/or other features as may be offered by Grab from time to time (unless otherwise agreed between GRAB and MERCHANT) shall be the same Service Fee as stated in the Commercial Terms and Conditions. If the Commercial Terms and Conditions do not specify a Service Fee percentage specifically for the Self Pick-Up, STO Features and/or other features as may be offered by Grab from time to time, then the Merchant agrees that the applicable Service Fee is the Service Fee determined for the delivery feature as specified in the Commercial Terms and Conditions.
- If it deems necessary by Grab, the Merchant agrees to provide Grab with the right to reduce the Service Fee as stated under Commercial Terms and Conditions for the purpose to making the Merchant more profitable, by previously receiving notification from Grab.
- SERVICE FEE AND ANY PAYMENT OBLIGATION
6.1 In consideration to GRAB’s provision of Services under this Agreement, the Merchant shall pay GRAB the Service Fee. For avoidance of doubt, the Merchant is not allowed to charge any service charge (for dine in) to the End User.
6.2 Merchant agree to pay any and all costs and expenses in connection with any payment obligation to GRAB (including but not limited to promo and campaign) in the manner as GRAB may specify from time to time (including but not limited to deduct from your daily transaction in GrabApp, to pay for your liabilities and/or outstanding obligation to GRAB or its affiliates), either via Grab’s account, OVO or other accounts or payment channels appointed by Grab, which are intended to make payments for such payment obligation to GRAB
6.3 The Merchant hereby agrees to pay and bear any costs (if applicable) such as admin/transfer fees or other fee, in connection with the transfers made by OVO or other accounts or payment channels appointed by Grab, which are intended to make payments to Merchant’s personal account.
6.4 Specifically for a Merchant that opts to use its OVO Premier Account to receive funds from GRAB after being deducted with the Service Fee, the Merchant acknowledges that there are some limitations of the OVO Premier Account as stipulated in OVO’s terms and conditions which the Merchant has agreed separately with OVO. The Merchant also acknowledges that GRAB, in its sole discretion, may apply certain treatments as a result of such limitations of the OVO Premier Account, which will be communicated by Grab to the Merchant from time to time. The Merchant further acknowledges and agrees that GRAB shall not be liable for any impact caused by such limitations of using its OVO Premier Account.
6.5 The Merchant hereby agrees and acknowledges that the Service Fee is subject to potential adjustments over time through mutual agreement with Grab. Furthermore, the Merchant acknowledges that any newly agreed-upon Service Fee shall take effect no later than 7 (seven) days following the execution of the pertinent amendment to the Commercial Terms and Conditions (“Time Gap”). Throughout this specified Time Gap, the Merchant also agrees and acknowledges that Grab will continue to apply the prevailing Service Fee outlined in the initial Commercial Terms and Conditions. To eliminate any ambiguity, it is clarified that Grab will duly inform the Merchant in written communication regarding the precise date of implementation for the updated Service Fee.
6.6. After the effective date of the Service Fee adjustment mentioned in Clause 6.5 above, Grab will furnish the corresponding benefits, if applicable, to the Merchant. The specific implementation date of these benefits will be conveyed in written communication to the Merchant accordingly.
- OWNERSHIP AND RIGHTS
7.1 Each Party warrants that it is the legal licensee of all Intellectual Property Rights used under this Agreement and free from any infringement or violation of any third party ownership or intellectual property rights and no other party will claim to have the same ownership of such Intellectual Property Rights.
7.2 All reports, specifications, other similar documents compiled or prepared in the course of this Agreement, including documents, materials produced in respect of the Services and any derivation of any Intellectual Property Rights granted by any Party, pursuant to Clause 7.1, shall be the absolute property of such Party throughout their preparation and at all times thereafter. For the avoidance of doubt, the Intellectual Property Rights subsisting in all reports, specifications and other similar documents set out in this clause shall at all times remain vested in the relevant Party.
7.3 Each Party warrants that it will not use any other Party’s trademark for any marketing activities, including but not limited to promotional activities without prior written consent from the other Party and unless it is conducted based on this Agreement.
7.4 Merchant hereby grants to Grab and its affiliates a worldwide, perpetual, royalty free, irrevocable, freely sub-licensable, non-exclusive licence to use, modify, translate, reverse engineer, disassemble, reconstruct, decompile, merge, compile, copy, or create derivative works of Business Listing Data related to point of interest, including latitude/longituge, address, place name and other point of interest data in relation to any business activity of Grab and its affiliates. Notwithstanding any of the foregoing, the Merchant agrees that any and all intellectual property rights in and to any work(s) or material(s) in whatever form or medium as may be created, authored, developed or otherwise produced by Grab using the licensed Business Listing Data shall be vested solely and entirely in Grab. For the avoidance of doubt, the Merchant shall provide any such assistance as may be required by Grab and its affiliates to substantiate and perfect Grab’s or its affiliates’ ownership, right, interest and title to the said intellectual property rights.
- COSTS AND STAMP DUTY
8.1 All costs incidental to the preparation and completion of this Agreement, including legal costs (if any) and the stamp duty shall be borne equally by the Parties, provided that such costs shall be agreed in advance by the Parties.
- REPRESENTATIONS AND WARRANTIES
9.1 Either Party warrants that each Party has entered into this Agreement in full reliance of the following representations and warranties:
9.1.1 Each Party has the capacity and power to enter into and perform and comply with the each Parties obligation under this Agreement;
9.1.2 this Agreement is a valid and binding obligation and enforceable against each Party in accordance with the terms hereof;
9.1.3 Each Party’s execution of and/or performance of or compliance with its obligations under this Agreement do not and will not violate (i) any laws to which each Party is subject or (ii) any agreement to which each Party is a party or which is binding on each Party or each Party’s assets;
9.1.4 Each Party is not in default of any agreement to which each Party is bound which may materially and adversely affect each Party financial condition or each Party ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, investigations, litigation or arbitration pending or threatened against each Party which may have a similar or analogous effect; and
9.1.5 Each Party complies and owns all mandatory licenses under each Party applicable law in its applicable jurisdiction and each person who represents and binds each Party to this Agreement is authorized to represent and to bind each Party.
9.1.6. Each Party agrees to comply with prevailing tax laws and regulations, including to give consent to other parties for tax reporting obligations to the tax authority as required or obliged by the regulation or by the tax authority.
9.1.7 Each Party acknowledges that the percentage of Value Added Tax (“VAT”) is determined by the prevailing laws and regulations in the field of taxation (“Taxation Regulations”). In the event that there is a difference in the percentage of VAT as determined in the Commercial Terms and Conditions with the Taxation Regulations, each Party acknowledges that the VAT percentage specified in the Taxation Regulations will apply.
9.2 Either Party warrants that the representations and warranties in this Clause 9 shall continue to be true for so long as this Agreement subsists, and each Party will bear the risk respectively and legally be processed if in the event the representation and warranties stated herein are proven to be incorrect or untrue. All Service Fee remains outstanding and shall promptly notify each Party in the event any of the aforementioned representations or warranties is incorrect or become untrue in any way or form.
- TERMINATIONAND SUSPENSION
10.1 Either Party may terminate this Agreement in the event of a material breach by the other Party of this Agreement if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.
10.2 Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.
10.3 At any time, GRAB may, at any time, with or without giving written notice to Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:
(a) GRAB suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees and/or its agents;
(b) Merchant repeatedly receives bad reviews from End Users or complaints of failure to fulfill meals orders;
(c) Merchant is in violation of any food safety or other regulations relating to the implementation of restaurants business; and/or
(d) Merchant account has been found to be inactive for a certain period of time or considered to be “dormant” as stipulated in the Code of Conduct.
10.4 At any time, either Party may, upon giving written notice to the other Party, immediately terminate this Agreement, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations under this Agreement.
10.5 The termination of this Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.
10.6 The Parties agree to waive the application of Article 1266 of the Indonesian Civil Code to the extent that it is not required to seek any approval from the court in order to effectuate the termination of this Agreement.
11.1 The Merchant agrees to defend, indemnify (and keep indemnified) and hold harmless GRAB, its assets (application, etc) subsidiaries, Affiliates, agents, directors, officers, employees and/or assignees, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable attorneys’ fees), arising in relation to matters outside GRAB’s control, including but not limited to the quality of food and beverage and services provided by the Merchant, as well as the restaurant’s safety or hygiene. The Merchant further indemnifies GRAB from Third Party Claim resulting from any violation of laws and regulations by the Merchant.
11.2 Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.
11.3 GRAB cannot guarantee that its Services will be free from any malfunctions, but will exercise all reasonable endeavour to resolve any such case.
12.1 Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under this Agreement), any Confidential Information disclosed, made available or otherwise provided to the Receiving Party by or on behalf of the Disclosing Party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.
12.2 The Receiving Party may disclose Confidential Information to:
12.2.1 its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
12.2.2 its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
12.3 These confidentiality obligations shall endure, even after the expiry or termination of this Agreement, with limit 3 (three) months after the expiry of this Agreement and/or until the Confidential Information enters the public domain.
- PERSONAL DATA
13.1 Both Parties herewith shall comply with their respective obligations as the Data User and the Data Processor as required under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.
13.2. To the extent applicable, the Merchant represents and warrants that:
(a) Merchant shall use, disclose, store, retain or otherwise process GRAB Personal Data solely for the purposes of performing its obligations under this Agreement. Without prejudice to the generality of the foregoing, Merchant shall not use GRAB Personal Data for direct marketing purposes;
(b) Merchant agrees to access GRAB Personal Data provided to the Merchant by GRAB for the purposes of performing its obligations under this Agreement solely by using the Order Equipment or such other tools provided by GRAB. Merchant shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by Grab;
(c) Merchant shall protect GRAB Personal Data against unauthorised or accidental access, collection, use, disclosure and destruction, and ensure that security measures are implemented to give such protection; and
(d) Merchant shall notify GRAB in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of it becoming aware of or suspecting that any of the events referred to in sub-clause (c) above has occurred and shall immediately take all necessary steps to remedy the event and prevent its recurrence.
- FORCE MAJEURE
14.1 Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19), natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of this Agreement.
14.2 If one of the Party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
14.3 If the Party, who is suffering, does not or neglects to notify the other Party hence all lost, risks and consequences which may arise shall be the burden and responsibility of the Party who suffered from such Force Majeure.
14.4 If the event of Force Majeure continues for a period exceeding 60 (sixty days) calendar days and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by written notice to the other Party hereto.
15.1 The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
15.2 If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their reasonable endeavors to agree amendments to this Agreement so as to comply with such judgment or order.
16.1 GRAB reserves the right to modify or amend the general terms and conditions without the Merchant’s consent. However, GRAB shall notify such changes through email and the Merchant has the chance to object within 2 weeks as of the receipt of such notification of changes.
16.2 Any terms and conditions of the Merchant are not part of this Agreement unless GRAB expressly agrees to adhere to them in writing.
17.1 GRAB may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its Affiliates which can sufficiently execute the obligations under this Agreement.
18.1 All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by email, prepaid registered post or by fax as specified in the Commercial Terms and Conditions.
18.2 If occurs any change to the address above, then the Party who change its address shall inform the other party at the latest 3 (three) business days prior to the effectiveness of such change.
18.3 Any such notice, demand or communication shall be deemed to have been duly served:
18.3.1 in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;
18.3.2 in case of a notice transmitted by facsimile, on the day of transmission as evidenced by receipt of transmission from the sender’s machine (transmission report) stating that the communication has been sent in full without error and received by the recipient;
18.3.3 in case a notice sent by registered post, 3 days after posting;
Provided that, any notice given in accordance with the above but received on a day which is not a business day or received after normal business hours at the place of the recipient shall be deemed to have been duly received on the next business day.
18.4 Grab may offer promotional activities to increase sales and / or use of GrabFood or GrabMart services. In order to facilitate and expedite all communications and agreement made by the Parties related to the promos, the Parties hereby declare that any correspondence, responses, and approval of promotional activities to be held between the Parties will be carried out only between Grab’s email format, email address and/or phone number stated below and the Merchant’s registered correspondence listed in the Commercial Terms and Conditions:
GrabFood Email format:
- firstname.lastname@example.org (example: email@example.com)
GrabMart Email format:
- firstname.lastname@example.org (example: email@example.com)
- firstname.lastname@example.org (example: email@example.com)
- firstname.lastname@example.org (example: email@example.com)
Grab Email Address: firstname.lastname@example.org
Grab Phone Number: 021-8064 8787
19. MULTI-ENTITY ACCESS LEVEL
19.1 The Merchant acknowledges and agrees that Grab may offer Multi-Entity Access Level program through the Merchant’s registered email listed in the Commercial Terms and Conditions. The offer will be sent via the Grab email format or the Grab email address listed in Clause 18.4 above.
19.2 Either Party’s approval provided in connection with the Multi-Entity Access Level that the Parties have agreed through the above mentioned email shall constitute as a written agreement between the Parties. The Merchant hereby releases Grab from all prosecution, claims and losses in the event that the Merchant entered into a promotional agreement through an inappropriate email address outside of the one detailed above
20.1 This Agreement has been prepared in English and bahasa Indonesia. In order to comply with Law No. 24 of 2009 regarding the National Flag, Language, Emblem and Anthem by the Government of Indonesia the governing and controlling language of this agreement, shall be the bahasa Indonesia, therefore in the event of any dispute, conflict and inconsistency between the Indonesian and English Language versions, the bahasa Indonesia version shall prevail and English Language version shall be amended accordingly to reflect the meaning of the bahasa Indonesia version.
21. GOVERNING LAW & DISPUTE SETTLEMENT
21.1 This Agreement is governed and construed under the Indonesian laws.
21.2 Any dispute arising out of, from the implementation or interpretation of this Agreement that cannot be amicably settled shall ultimately be settled in accordance to the rules and procedures (“Rules”) set by the Badan Arbitrase Nasional Indonesia (“BANI”) arbitrated by 3 arbitrators, appointed in accordance the Rules unless the Parties hereto agree to the appointment of a single arbitrator.
21.3 The Parties agree to fully cooperate and shall share in the cost for the arbitration under BANI and all rulings by BANI shall be final and binding on the Parties.