{"id":41383,"date":"2018-05-30T17:25:57","date_gmt":"2018-05-30T09:25:57","guid":{"rendered":"https:\/\/www.grab.com\/id\/?page_id=41383"},"modified":"2026-09-09T14:23:09","modified_gmt":"2026-09-09T06:23:09","slug":"merchant-terms","status":"publish","type":"page","link":"https:\/\/www.grab.com\/id\/en\/merchant\/food\/merchant-terms\/","title":{"rendered":"GENERAL TERMS AND CONDITIONS"},"content":{"rendered":"
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<\/b>General Terms and Conditions\u00a0 <\/b>Grab Merchant<\/strong><\/p>

<\/b>Last updated \u00adon September 28, 2026<\/span><\/p>

By using the Services, You, as the Merchant, hereby agrees to be bound by the following terms and conditions (\u201c<\/span>General Terms and Conditions<\/b>\u201d) set out by <\/span>PT Grab Teknologi Indonesia<\/b> (\u201c<\/span>Grab<\/b>\u201d):<\/span><\/p>

  1. DEFINITIONS AND INTERPRETATION<\/b><\/li><\/ol>

    1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:<\/span><\/p>

    \u201c<\/span>Affiliate<\/b>\u201d 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, \u201ccontrol\u201d (including the terms \u201ccontrolling\u201d, \u201ccontrolled by\u201d and \u201cunder common control with\u201d) 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.<\/span><\/p>

    \u201c<\/span>Agreement<\/b>\u201d means this General Terms and Conditions and any schedules hereto as amended, varied, modified or supplemented from time to time.<\/span><\/p>

    \u201c<\/span>Business Day<\/b>\u201d means a day on which commercial banks operate normally for banking business activities in Indonesia.<\/span><\/p>

    \u201c<\/span>Commercial Terms and Conditions<\/b>\u201d means the commercial terms and conditions agreed by the Merchant which is an inseparable part of this Agreement.<\/span><\/p>

    \u201c<\/span>Confidential Information<\/b>\u201d<\/span> 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 Receiving Party and, including any Personal Data as defined in this Agreement<\/span>, <\/b>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.<\/span><\/p>

    \u201c<\/span>Content Material<\/b>\u201d means product information, text, images, and any other relevant and\/or legally required information relating to the listing of Products on the Grab App , including third-party and Merchants\u2019 trademarks and other intellectual property rights-related materials.<\/span><\/p>

    \u201c<\/span>SPI<\/b>\u201d means partner affiliated with Grab (i.e., <\/span>PT Solusi Pengiriman Indonesia<\/b>), which provides delivery services for GrabFood and\/or GrabMall tile to End Users which can be ordered through Grab App from time to time.<\/span><\/p>

    \u201c<\/span>Logistic Provider<\/b>\u201d means third-party logistic service provider that cooperates with Grab or its Affiliates whose primary role is to complete delivery services for\u00a0 the Grosir services\u00a0 distributed via the Grab App.<\/span><\/p>

    \u201c<\/span>Data Processor<\/b>\u201d means in relation to Personal Data, any person, other than an employee of the Data Controller, who processes the Personal Data solely on behalf of the Data Controller, and does not process the Personal Data for any of his own purposes.<\/span><\/p>

    \u201c<\/span>Delivery Service Provider\u201d <\/b>means a delivery service provider, including SPI and Logistic Provider,\u00a0 which provides Product delivery services to End Users (in the context of GrabFood and GrabMall) and to Merchants (in the context of Grosir) whose orders are placed through the Grab App and\/or Grab Merchant App.<\/span><\/p>

    \u201c<\/span>Data Controller<\/b>\u201d means any party acting individually or jointly in determining the purposes and exercising control over the processing of Personal Data. <\/span><\/p>

    \u201c<\/span>Disclosing Party<\/b>\u201d means the party from whom the Confidential Information originates and is disclosed to the Receiving Party.<\/span><\/p>

    \u201c<\/span>End User<\/b>\u201d means any person or entity that has made a request to purchase Products and place a delivery service order through Grab App and\/or Grab Merchant App.<\/span><\/p>

    \u201c<\/span>Force Majeure<\/b>\u201d means any cause beyond a party\u2019s 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\u2019s 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.<\/span><\/p>

    \u201c<\/span>Intellectual Property Rights<\/b>\u201d 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;<\/span><\/p>

    \u201c<\/span>Grab App<\/b>\u201d means a mobile application that functions as an app based scheduling tool that matches an End User\u2019s request for chauffeured vehicle services to a Delivery Service Provider who is available to provide delivery services in the context of Services.<\/span><\/p>

    \u201c<\/span>Grab Merchant App<\/b>\u201d shall have the interpretation as provided in <\/span>Grab Terms of Services<\/span><\/a>.<\/span><\/p>

    \u201c<\/span>GrabFood<\/b>\u201d means a service available on Grab App that enables End Users to use delivery services to order Products specifically food and beverage, offered and sold via the GrabFood tile by the Merchant.<\/span><\/p>

    \u201c<\/span>GrabMall\u201d<\/b> means a service available on Grab App that enables End Users to purchase a variety of goods online, including but not limited to grocery products (via GrabMart) and non-grocery products , with delivery fulfilled by Delivery Service Providers. For avoidance of doubt, GrabMall as a service shall include GrabMart which facilitates End User to purchase grocery Products. Therefore, unless the context expressly provides otherwise, the reference of GrabMall under this Agreement shall also include GrabMart.<\/span><\/p>

    \u201c<\/span>Merchant<\/b>\u201d means a party that offers and sells\u00a0 their Products through the Services. Subject to the Commercial Terms and Conditions, a Merchant may be under GrabFood and\/or GrabMall.<\/span><\/p>

    \u201c<\/span>Parties<\/b>\u201d refers to both Grab and the Merchant.<\/span><\/p>

    \u201c<\/span>Party<\/b>\u201d refers to either Grab or the Merchant, depending on the context in the wording.<\/span><\/p>

    \u201c<\/span>Personnel<\/b>\u201d means all directors, officers, employees, agents, and independent contractors thereof.<\/span><\/p>

    \u201c<\/span>Personal Data<\/b>\u201d means any data identified or identifiable to a person, whether individually or in combination with other information, directly or indirectly through an electronic or non-electronic system.<\/span><\/p>

    \u201c<\/span>Grab Personal Data<\/b>\u201d means Personal Data which Grab and\/or its Affiliates discloses to the Merchant or which the Merchant processes on behalf of Grab for the purposes of this Agreement.<\/span><\/p>

    \u201c<\/span>OVO<\/b>\u201d means <\/span>PT Visionet Internasional<\/b> a payment service provider licensed and supervised by Bank Indonesia, who is an Affiliate of Grab and the provider of OVO Wallet and the issuer of server-based electronic money referred to as \u201c<\/span>OVO Cash<\/b>\u201d.<\/span><\/p>

    \u201c<\/span>OVO Premier Account<\/b>\u201d means a registered user account managed and administered by OVO with \u2018Premier\u2019 classification that has perks that are only enabled to such an account classification.<\/span><\/p>

    \u201c<\/span>Products<\/b>\u201d shall refer to any goods, food, and\/or beverages ordered by End User through GrabMall or GrabFood. In the context of Grosir, Products shall refer to goods ordered by the Merchant.<\/span><\/p>

    \u201c<\/span>Services<\/b>\u201d shall have the meaning given to it under Clause 4.<\/span><\/p>

    \u201c<\/span>Service Fee<\/b>\u201d<\/span> means as defined in the Commercial Terms and Conditions, whereby Grab reserves the right, at its sole discretion, to utilize part or all of the Service Fee components for various purposes, including but not limited to: (i) the receipt of \u201c<\/span>Service Attribution<\/b>\u201d being the fee received by Grab in connection with the provision of the Grab Application services to the Merchant; (ii) the implementation of \u201c<\/span>Promotion Attribution<\/b>\u201d activities, being the costs paid by the Merchant for promotional or marketing activities to End Users within the Grab Application, where the Merchant agrees to appoint Grab to allocate such costs; and\/or (iii) for any other purposes deemed necessary to support and\/or enhance the Merchant\u2019s business within the Grab Application.<\/span><\/p>

    \u201c<\/span>Scan-To-Order<\/b>\u201d or \u201c<\/span>STO<\/b>\u201d means a feature which allows End Users to place an order via Grab App to purchase a Product directly at the Merchant\u2019s location for the purpose of dine-in. STO is facilitated via a feature in Grab App as may be made available by Grab from time to time.<\/span><\/p>

    \u201c<\/span>Self-Pick-Up<\/b>\u201d means a feature available on Grab App that enables takeaway or self-pickup by End Users of the purchased Products at the Merchant\u2019s location. Self-Pickup as a feature of Grab App may be enabled by Grab, at its own discretion and from time to time, for any Services or specific Services only.<\/span><\/p>

    \u201c<\/span>Term<\/b>\u201d<\/span> means the period of this Agreement as specified in <\/span>Clause 3.1<\/b>.<\/span><\/p>

    \u201c<\/span>Territory<\/b>\u201d means Republic of Indonesia and its territorial waters.<\/span><\/p>

    \u201c<\/span>Third- Party Claim<\/b>\u201d<\/span> 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).<\/span><\/p>

    1. ENTIRE AGREEMENT<\/strong><\/li><\/ol>

      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.<\/span><\/p>

      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: <\/span>https:\/\/www.grab.com\/id\/en\/terms-policies\/transport-delivery-logistics\/<\/span><\/a> , which may be updated by Grab from time to time (The \u201c<\/span>Terms of Service<\/b>\u201d) and are deemed as integral part of this Agreement.<\/span><\/p>

      2.3. The Merchant hereby reads, understands, agrees to the applicable Code of Conduct: Merchant as set forth in the following link: <\/span>https:\/\/www.grab.com\/id\/en\/terms-policies\/code-of-conduct-merchant\/<\/span><\/a>\u00a0 (<\/span>https:\/\/www.grab.com\/id\/en\/terms-policies\/code-of-conduct-merchant\/<\/span><\/a>)<\/span>, which may be updated by Grab from time to time (\u201c<\/span>Code of Conduct<\/b>\u201d) and are deemed as integral part of this Agreement.<\/span><\/p>

      2.4. In the event of any inconsistency or contradiction between the terms of this Agreement and the Terms of Service or Code of Conduct, the terms of this Agreement shall govern and prevail.<\/span><\/p>

      1. TERMS<\/strong><\/li><\/ol>

        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.<\/span><\/p>

        1. SCOPE OF SERVICES<\/strong><\/li><\/ol>

          4.1. Grab appoints the Merchant, and the Merchant agrees to be appointed by Grab as: (i) Grab\u2019s restaurant partner; and\/or (ii) Grab\u2019s retail partner, and\/or (iii) Grab\u2019s wholesale partner, whereby Grab is entitled to accept orders on behalf of the Merchant from End User through GrabFood and\/or GrabMall, and\/or as the purchaser of Products offered by Grab and\/or its Affiliates within the context of Grosir as a service accessible on Grab Merchant App (\u201c<\/span>Services<\/b>\u201d). <\/span><\/p>

          4.2. The Services as provided under Clause 4.1 is limited to:<\/span><\/p>

          a. referring End User to the Merchant;<\/span><\/p>

          b. accepting orders and payments from End User, according to the method set by Grab;<\/span><\/p>

          c. passing the payment and order from the End User to the Merchant according to the method set by Grab, taking into account the agreed Service Fee; and<\/span><\/p>

          d. Cash on Delivery feature under Grosir, where the Logistic Provider and the related sellers within Grosir collect the payment directly from the End User.<\/span><\/p>

          4.3. Grab may apply changes to Services, or suspend the Services, without notice.<\/span><\/p>

          4.4. The Merchant understands and agrees that Grab may collect Service Fee (and\/or any fees related to Services) by deducting it directly from the total price of Products ordered by an End User through Grab App, 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\u2019s behalf to collect the Service Fee (and\/or any fees related to the Grab services).<\/span><\/p>

          4.5. The Merchant understands that there are two (2) types of order acceptance flows: (i) Automatic Acceptance Flow; and (ii) Manual Acceptance Flow. For the purposes of this Agreement, \u201c<\/span>Automatic Acceptance Flow<\/b>\u201d refers to a flow in which the Merchant will automatically receive an order from the End User, while \u201c<\/span>Manual Acceptance Flow<\/b>\u201d refers to a flow in which the Merchant must manually accept or reject an order received from the End User within a specified time period set by Grab from time to time, if the Merchant does not accept the order within the specified time, the order will be deemed rejected.<\/span><\/p>

          4.6. In relation to Clause 4.5. above,\u00a0 the Merchant acknowledges and agrees that Grab, at its sole discretion, has the ability to determine which of the two acceptance flows will be applicable to the Merchant, based on factors such as cancellation rate and acceptance rate. For the avoidance of doubt, the default acceptance flow shall be set to the Automatic Acceptance Flow, and Grab will inform the Merchant in writing if it intends to apply the Manual Acceptance Flow.<\/span><\/p>

          4.7. The Merchant acknowledges that if the name displayed in the Grab App does not conform to Grab\u2019s prescribed naming format, Grab may, at its sole discretion, adjust the Merchant\u2019s name within the Grab App to ensure clarity and prevent duplication among Merchants\u2019 outlets. For the avoidance of doubt, the prescribed naming format is as specified below:<\/span><\/p>

          a. Brand name ,\u00a0 Sub District (example \u201cYam Jago ,\u00a0 Cilandak Barat\u201d);<\/span><\/p>

          b. Brand Name ,\u00a0 Well Known Building (example \u201cYam Jago ,\u00a0 Pondok Indah Mall\u201d); or<\/span><\/p>

          c. Brand Name ,\u00a0 Popular Area (example \u201cYam Jago ,\u00a0 Blok M\u201d).<\/span><\/p>

          4.8. The Merchant acknowledges and agrees that as a technology company providing the Services on the Grab App:<\/span><\/p>

          a. Grab does not have any responsibility with respect to the legality of transactions occurring between the Merchant and the End User and the Merchant undertakes that all transactions are in compliance with the applicable laws and regulation including any regulations concerning anti-money laundering regulations;<\/span><\/p>

          b. Grab shall not be involved in any agreements, terms and conditions or rights and obligations between the Merchant and the End User. If there is any dispute arising out of or in connection with the Products or any other dispute in relation to Merchant\u2019s Products provided to the End User, Grab may facilitate customer services in dealing with disputes as determined by Grab\u2019s policies, at its sole discretion. The Merchant agrees in the event of any dispute, the Merchant shall have a maximum of a thirty (30) calendar day period starting from the date of the incident to file their appeal. Failure to raise any appeals after the 30-calendar day period, shall make the appeal not entertained. For avoidance of doubt, Grab shall not be liable for any liability in respect to any Products; and<\/span><\/p>

          c. Grab does not\u00a0 provide any delivery or logistics services however Grab merely provides a platform for the Merchant to connect with Delivery Service Providers (as applicable). As a platform provider, the obligation to deliver the Products shall be the responsibility of the Delivery Service Providers. Grab endeavors on a reasonable basis to match Merchant with a Delivery Service Provider\u00a0 via Grab App, however Grab does not guarantee such compatibility can be done at any time where the Merchant wishes it. Therefore, Grab shall not be liable for any failure to match and any consequences thereof.<\/span><\/p>

          1. PERFORMANCE OF SERVICES<\/strong><\/li><\/ol>

            5.1. GRAB\u2019s Obligations<\/strong><\/p>

            5.1.1. Grab shall present on Grab App the range of Products offered by the Merchant under the relevant Services, and\/or (iii) wholesale products offered by Grab and\/or its Affiliates under Grosir on Grab Merchant App, to the extent that it has been communicated to Grab.<\/span><\/p>

            5.1.2. In connection with GrabFood, whenever an order is received by Grab, Grab will communicate the order details to the Merchant for the Product preparation. The Delivery Service Provider will collect the prepared Product as a take-away order. The Delivery Service Provider will then deliver the order to the End User and collect from the End User the total order amount and delivery charges (as applicable).<\/span><\/p>

            5.1.3. In connection with GrabMall, whenever an order is received by Grab, Grab will communicate the order details to the Merchant for the Product preparation. The Delivery Service Provider will collect the prepared order from the Merchant and\/or purchase the retail Products for the End User (as applicable). The Delivery Service Provider 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 the Delivery Service Provider for End User (as applicable).<\/span><\/p>

            5.1.4. In connection with Grosir, whenever an order is received by Grab, Grab will communicate the order details to the Merchant for wholesale products preparation. The designated Delivery Service Provider will collect the prepared order from the premises designated by Grab or its Affiliates. The Delivery Service Provider will then deliver the order to the End User (the Merchant) for products ordered by the End User and collected for delivery. The Delivery Service Provider may collect from the End User the total order amount and delivery charges, if applicable.<\/span><\/p>

            Grab as the platform provider in this Agreement reserves the right to determine the experience and journey of Products and payment amounts collection from End Users, at its own discretion from time to time.<\/span><\/p>

            5.1.5. In order to maintain its reputation for quality and high standard of the Services, Grab reserves the right to terminate its relationship with the Merchant, if the Merchant repeatedly receives bad reviews, complaints of failure to fulfill delivery orders.<\/span><\/p>

            5.2 Merchant\u2019s Obligations<\/strong><\/p>

            5.2.1. The Merchant shall provide Grab with all information necessary to present the Merchant\u2019s offering. This includes, but not limited to, the Merchant\u2019s menu, catalogues, Products, logo, images, prices, and its company identity, which for small businesses includes the owner\u2019s full name and legal address, and for corporations includes the company name, registered address, trade name, required licenses, 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\u2019s 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\u00a0 Merchant does not provide information in the form of images related to the food, beverages and\/or the Merchant\u2019s products that are to be sold through Grab App, the Merchant hereby authorizes Grab to upload images related to the Merchant\u2019s food, beverages and\/or products on the Grab App.<\/span><\/p>

            5.2.2. The Merchant guarantees that information published on Grab App relating to the Merchant\u2019s offering satisfies all legal requirements, and in particular satisfies information requirements for End User protection. Grab is not required to publish the Merchant\u2019s offering on Grab App before all relevant information has been received.<\/p>

            5.2.3. 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\u2019s Intellectual Property Rights.<\/span><\/p>

            5.2.4. 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.<\/span><\/p>

            5.2.5. The Merchant guarantees that the Products provided, prepared and sold to End Users, are in good quality and safe for consumption. In the event any Products of the Merchant are spoiled, defected, broken, or which results in food poisoning, allergies or other effect that will harm or disappointed by End User, the Merchant shall be solely responsible and\/or legally liable for such incident, both material and immaterial, and the Merchant shall release Grab from any claim related to such matter.<\/span><\/p>

            5.2.6. Specific for GrabFood and GrabMall, the Merchant is obligated to notify Grab within no later than five (5) minutes upon an order notification, that the Merchant is unable to fulfill the order, so that Grab can notify the End User immediately. The Merchant must maintain real-time inventory accuracy. In the event of a cancellation due to the Product being “out-of-stock” after an order is accepted, Grab reserves the right to impose a fixed penalty (e.g., a percentage of the order value or a flat fee) will be deducted from the Merchant\u2019s next remittance . Repeated \u201cout-of-stock\u201d cancellations may result in Grab\u2019s right of temporary suspension or termination of this Agreement.<\/span><\/p>

            5.2.7. The Merchant agrees to adhere to the range of Products and prices as provided to Grab and as described on Grab App.<\/span><\/p>

            5.2.8. The Merchant guarantees that the Products 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.<\/span><\/p>

            5.2.9. The Merchant guarantees that it possesses all licenses as required by the prevailing laws and regulations and that there are no ongoing criminal, bankruptcy, or tax proceedings or other penalties outstanding in relation to their business operations.<\/span><\/p>

            5.2.10. 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\u2019s:<\/span><\/p>

            a. menus, catalogues, logos, images, prices; and<\/span><\/p>

            b. company identity (which for small businesses includes the owner\u2019s 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) (\u201c<\/span>Business Listing Data<\/b>\u201d),(collectively, \u201c<\/span>Data<\/b>\u201d).<\/span><\/p>

            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).<\/span><\/p>

            5.2.11. Pay the Service Fee to Grab in accordance with the method set by Grab from time to time.<\/span><\/p>

            5.2.12. Provide a reasonable penalty fee, if the Service Fee is not paid according to the due date.<\/span><\/p>

            5.2.13. The Merchant acknowledges and agrees that delivery services\u00a0 may be completed as batched orders for trip efficiencies (where applicable).<\/span><\/p>

            5.2.14. Subject to Grab\u2019s discretion and decision from time to time, the Merchant agrees that the Self Pick-Up and STO features shall apply to all Products and the Merchant shall do all things necessary or desirable to give full effect to the Self Pick-Up and STO features at all of the Merchant\u2019s premises listed under the <\/span>Commercial Terms and Conditions<\/b>.<\/span><\/p>

            5.2.15. For the avoidance of doubt, the Service Fee in respect of each retail Product 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 the Merchant) shall be applied the same Service Fee as stated in the <\/span>Commercial Terms and Conditions<\/b>. 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.<\/span><\/p>

            5.2.16. 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 of making the Merchant more profitable, by previously receiving notification from Grab.<\/span><\/p>

            5.2.17. The Merchant is\u00a0 responsible for ensuring that every Product delivered to Delivery Service Providers\u00a0 originates from a valid GrabMall or GrabFood transaction and for verifying the accuracy of the order type and delivery service before the product is handed over to the Delivery Service Provider. For the avoidance of doubt, once the Merchant has handed over the Product to the Delivery Service Provider, Grab shall bear no responsibility or liability for any loss, damage, or dispute arising from the Merchant\u2019s failure to validate or confirm the accuracy and authorized source of the service or order, including but not limited to any fraudulent or unauthorized collection of Products performed by any parties other than the designated Delivery Service Provider for GrabFood and\/or GrabMall.<\/span><\/p>

            5.2.18. Specifically for GrabMall:<\/span><\/p>

            a. The Merchant represents and warrants that all Products listed on GrabMall are genuine, authentic, and not counterfeit. The Merchant shall, upon Grab\u2019s request, provide valid documentation proving brand authorization, distribution rights, or proof of purchase from authorized wholesalers to ensure the authenticity of the Products. Sale of counterfeit, pirated, or unauthorized “grey market” goods is strictly prohibited. Failure to provide proof of authenticity within the period as determined by Grab since the request by Grab shall be considered a material breach, shall result in immediate suspension of the Merchant’s ‘GrabMall Tile’ access, as well as allowing Grab to immediately terminate this Agreement and seek full indemnification for any resulting legal or reputational damage.<\/span><\/p>

            b. the Merchant is required to install, stick up or post \u201cGrab\u201d collaterals (e.g.,wobblers, stickers) at the door\/receptionist table or any visible placement at the Merchant\u2019s business location.<\/span><\/p>

            c. the Merchant must always adhere to: (i) <\/span>Grab\u2019s\u00a0 Returns and Refunds Policy<\/b> which are deemed to be attached to this Agreement, ensuring the timely and accurate processing of End User claims as further stipulated under Article 21 below; and (ii) rigorous inventory management to prevent out-of-stock cancellations. The Merchant acknowledges that Grab reserves the right to impose penalties, limit visibility, or suspend the Merchant\u2019s access to the \u201c<\/span>GrabMall Tile<\/b>\u201d in the event that the Merchant fails to meet quality standards.<\/span><\/p>

            d. the Merchant must cooperate with Grab in responding to any demand or claim by End Users regarding the condition of the Product that is found to be in violation of the Merchant\u2019s obligations set out in this Article 5.<\/span><\/p>

            5.2.19. The Merchant is required to install any equipment reasonably required by Grab for the Merchant to receive orders for Products (including, without limitation, a tablet, or other automated, electronic means of receiving orders) (\u201c<\/span>Order Equipment<\/b>\u201d). Any Order Equipment provided by Grab or any authorised partner of Grab will remain Grab\u2019s or such Grab\u2019s authorised partner\u2019s sole property and shall be used solely for purposes related to fulfilling Merchant\u2019s responsibilities under this Agreement. Merchant agrees to use any security procedures or protocols or access credentials as requested by Grab to maintain the security of the Order Equipment. The Merchant shall not: allow any third party to use the Order Equipment or Grab App; copy, modify, rent, lease, sell, distribute, reverse engineer or otherwise attempt to gain access to the source code of the Order Equipment or Grab App; damage, destroy or impede the services provided through the Order Equipment or Grab App; transmit injurious code; or bypass or breach any security protection on the Order Equipment,\u00a0 Grab App, or Grab Merchant App. Grab may restrict or rescind the Merchant\u2019s right to use the Order Equipment,\u00a0 Grab App, or Grab Merchant App at any time. The Merchant shall be responsible for any damage to or loss of any Order Equipment provided by Grab or such authorised partner of Grab, which shall be promptly reimbursed by the Merchant (at the replacement cost thereof). Grab may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from payments to be made or made to the Merchant under this Agreement.<\/span><\/p>

            5.2.20. Unless Grab determines otherwise, at its sole discretion, specific for GrabMall, the Merchant shall auto-accept any and all orders created by the End User.<\/span><\/p>

            5.2.21. The Merchant represents and warrants to Grab that the Merchant is the owner or has lawful rights with respect to the use of marks concerning the Products and the Content Materials and that the Merchant is not aware of any claims made by any third party with regard to any alleged or actual marks or Intellectual Property Rights infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products.<\/span><\/p>

            5.2.22. The Merchant hereby agrees and undertakes that:<\/span><\/p>

            a. the Products are of merchantable quality, fit for their purpose, free from defects and strictly confirm to their listed specifications;<\/span><\/p>

            b. the Products and their offer for sale are not prohibited by and comply with the laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) including and prohibited and restricted items;<\/span><\/p>

            c. the Merchant has full unencumbered title in the Products and in any materials incorporated in the Products and all Products are free from lien, charges or other security interest;<\/span><\/p>

            d. the Merchant will not, directly or indirectly sell Products, (i) for any perishable Products, not less than one (1) week before expiry date and (ii) for non-perishable Products, not less than six (6) months before expiry date;<\/span><\/p>

            e. the Merchant will not, directly or indirectly, sell counterfeit, \u201creplica\u201d and name brand \u201cknock off\u2019 products or products violating any Intellectual Property Rights;<\/span><\/p>

            f. the Merchant will bear all costs in relation to packaging and ensure packaging is sealed to a commercially acceptable standard, using opaque type of packaging to ensure anonymity of Products;<\/span><\/p>

            g. the Merchant shall list items as \u2018Out of Stock\u2019 on the Order Equipment immediately upon knowledge;<\/span><\/p>

            h. the Merchant shall only sell alcoholic beverages to individuals above twenty (21) years old and non-muslim. Grab shall not be obligated to verify the age of the End User or the recipient of such Products; and<\/span><\/p>

            i. the Merchant shall not list any items which may be considered as an exotic animal product, either in whole or otherwise mixed with other substances, which includes but are not limited to dog, bear, tiger, crocodile, shark fin, elephant, turtle eggs products. In doubt, the Merchant undertakes to check with Grab if Products sold on the Grab App may be unethically or illegally obtained, acquired, sold or distributed.<\/span><\/p>

            1. SERVICE FEE AND ANY PAYMENT OBLIGATION<\/strong><\/li><\/ol>

              6.1. In consideration to Grab\u2019s 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. Specifically for <\/span>GrabMall, the relevant End User is given the option to utilize various delivery models that are available on Grab App. The specific Service Fees for each delivery model will be detailed and agreed by the Parties in the Commercial Terms and Conditions.<\/span><\/p>

              6.2. The Merchant agrees 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 them from the Merchant\u2019s daily transactions in Grab App, to pay for the Merchant\u2019s liabilities and\/or outstanding obligations to Grab or any of its Affiliates), either via Grab\u2019s account, OVO, or other accounts or payment channels appointed by Grab, which are intended to make payments for such payment obligation to Grab.<\/span><\/p>

              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 the Merchant\u2019s personal account. The Merchant acknowledges and agrees that by participating in specific payment service programs offered by Grab or any of its Affiliates, the Merchant shall be subject to pay a processing fee in the form of Merchant Discount Rates or \u201cMDR\u201d or any payment-service-related fee\u2019 The exact amount of this processing fee will be determined by the relevant payment system service provider.<\/span><\/p>

              6.4. Specifically for Merchants who opt to use their OVO Premier Accounts to receive funds from Grab after being deducted with the Service Fee, the Merchant agrees and acknowledges that there are some restrictions and limitations that are applicable to their OVO Premier Accounts as stipulated in the terms and conditions associated with OVO services, which Merchants have agreed separately with OVO. The Merchant also agrees and acknowledges that Grab, at its sole discretion, may apply certain treatments as a result of such limitations of the OVO Premier Accounts, which will be communicated by Grab to the Merchant from time to time. The Merchant further agrees and acknowledges that Grab shall not be liable for any impact caused by such restrictions and limitations of their OVO Premier Account or any OVO services related to the Services provided by Grab.<\/span><\/p>

              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 seven (7) calendar days following the execution of the pertinent amendment to the Commercial Terms and Conditions (\u201c<\/span>Time Gap<\/b>\u201d). 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.<\/span><\/p>

              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.<\/span><\/p>

              6.7. The Merchant acknowledges that if the Commercial Terms and Conditions specify that the Service Fee is inclusive of taxes, and in the event of an increase in the tax rate imposed by the relevant government authorities, Grab shall be entitled to adjust the Service Fee accordingly. Such an adjustment will be communicated to the Merchant in writing.<\/span><\/p>

              6.8. Grab may at any time, without prejudice to any other rights which Grab may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Merchant\u2019s accounts with Grab (wherever situated). Grab may retain, apply, or set off any revenue, monies, deposits or balances held in, or standing to the credit of any account towards the satisfaction of any obligations and service quality due from the Merchant to Grab and or any of Grab\u2019s Affiliates, whether such obligation be present or future, actual or contingent, primary or collateral and several or joint. The Merchant hereby agrees and acknowledges that Grab reserves the right to withhold the Merchant’s receivable funds under reasonable circumstances. For instance, in the event of a dispute between an End User and the Merchant, Grab may retain the relevant funds until the dispute is formally resolved and a final decision on release is made.<\/span><\/p>

              6.9. Grab reserves the right to impose limits on orders or transaction values to an End User and Grab shall not be liable to the Merchant, if; (i) Grab does not proceed with an order that would exceed the limit; (ii)\u00a0 Grab allows an End User to cancel on orders on Grab App; or (iii) or Products are unavailable following the commencement of a transaction.<\/span><\/p>

              6.10. The Merchant also acknowledges that if: (i) the Merchant participates in the dine out programs by entering into a separate confirmation letter with Grab (the \u201c<\/span>Dine Out Confirmation Letter<\/b>\u201c); (ii) the relevant Confirmation Letter indicates that the Voucher Commission (as defined in the Dine Out Confirmation Letter) and\/or the Dine Out Discount Commission (as defined in the Dine Out Confirmation Letter) are inclusive of tax; and (iii) there is an increase in the tax rate imposed by the relevant government authorities, Grab shall be entitled to adjust the Voucher Commission and\/or Dine Out Discount Commission accordingly. Any such adjustment will be communicated to the Merchant in writing.<\/span><\/p>

              6.11. In the event that Grab determines that the Merchant\u2019s actions and\/or performance in connection with the Agreement are likely to result in, or have resulted in, End User disputes, chargebacks, or other third-party claims, or if any sums are owed by the Merchant to Grab, Grab shall be entitled, at its sole discretion, to withhold any collected amounts for a period of up to sixty (60) calendar days, or until the completion of investigations relating to the Merchant\u2019s actions or performance or the resolution of the relevant dispute, whichever is later.<\/span><\/p>

              1. OWNERSHIP AND RIGHTS<\/strong><\/li><\/ol>

                7.1. Each Party warrants that they are 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.<\/span><\/p>

                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 <\/span>Clause 7.1<\/b>, 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.<\/span><\/p>

                7.3. Each Party warrants that they will not use any other Party\u2019s 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.<\/span><\/p>

                7.4. The 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\u00a0 Merchant shall provide any such assistance as may be required by Grab and its Affiliates to substantiate and perfect Grab\u2019s or its Affiliates\u2019 ownership, right, interest and title to the said intellectual property rights.<\/span><\/p>

                7.5. Notwithstanding any other provisions, Grab and its Affiliates (\u201c<\/span>Grab Group<\/b>\u201d) shall have the right to promote, advertise, or otherwise publish information related to the Merchant, including without limitation the Data and Content Material such as photographs, menu item details, deals, offers and other materials as made available on Grab App or any Grab\u2019s or its Affiliates\u2019 platforms, via any lawful means or channel as Grab Group deems appropriate, without requiring any further approval from the Merchant, provided that the Merchant\u2019s prior approval shall be obtained where any advertising fee is payable by the Merchant.<\/span><\/p>

                1. COSTS AND STAMP DUTY<\/strong><\/li><\/ol>

                  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.<\/span><\/p>

                  1. REPRESENTATIONS AND WARRANTIES<\/strong><\/li><\/ol>

                    9.1. Either Party represents and warrants that each Party has entered into this Agreement in full reliance of the following representations and warranties that:<\/span><\/p>

                    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;<\/p>

                    a. each Party has the capacity and power to enter into and perform and comply with the each Parties obligation under this Agreement;<\/span><\/p>

                    b. this Agreement is a valid and binding obligation and enforceable against each Party in accordance with the terms hereof;<\/span><\/p>

                    c. each Party\u2019s execution of and\/or performance of or compliance with their 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\u2019s assets;<\/span><\/p>

                    d. each Party is not in default of any agreement to which each Party is bound which may materially and adversely affect each Party\u2019s financial condition or each Party\u2019s 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;<\/span><\/p>

                    e. 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;<\/span><\/p>

                    f. 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;<\/span><\/p>

                    g. each Party acknowledges that the percentage of Value Added Tax (\u201c<\/span>VAT<\/b>\u201d) is determined by the prevailing laws and regulations in the field of taxation (\u201c<\/span>Taxation Regulations<\/b>\u201d). 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.<\/span><\/p>

                    9.2. Each 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.<\/span><\/p>

                    1. TERMINATIONAND SUSPENSION<\/strong><\/li><\/ol>

                      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) calendar days\u2019 notice thereof by the non-breaching Party.<\/span><\/p>

                      10.2. Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) calendar days\u2019 written notice prior to the effective date of the termination as specified in the notice.<\/span><\/p>

                      10.3 Grab may, at any time, with or without giving written notice to the Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:<\/span><\/p>

                      a. the Merchant breaches or does not comply with this Agreement, terms and conditions, or any policies pertaining to this Agreement;<\/span><\/p>

                      b. Grab suspects that there is any unlawful, illegal and\/or fraudulent act committed by the Merchant and\/or its employees, agents, representatives, and\/or assignees;<\/span><\/p>

                      c. the Merchant repeatedly receives bad reviews from End Users or complaints of failure to fulfill orders of Products;<\/span><\/p>

                      d. the Merchant is in violation of any food safety or other regulations relating to the implementation of restaurants business or any relevant business associated with the Services provided by Grab; and\/or<\/span><\/p>

                      e. the Merchant\u2019s account has been found to be inactive for a certain period of time or considered to be \u201cdormant\u201d as stipulated in the Code of Conduct.<\/span><\/p>

                      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.<\/span><\/p>

                      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.<\/span><\/p>

                      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.<\/span><\/p>

                      1. INDEMNITY<\/strong><\/li><\/ol>

                        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\u2019 fees), arising in relation to matters outside Grab\u2019s control, including but not limited to the quality of food and beverage and services provided by the Merchant, as well as the restaurant\u2019s safety or hygiene. The Merchant further indemnifies Grab from Third-Party Claim resulting from any violation of laws and regulations by the Merchant.<\/span><\/p>

                        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.<\/span><\/p>

                        11.3. Grab does not guarantee that its Services will be free from any malfunctions, but Grab will exercise all reasonable endeavour to resolve any such case.<\/span><\/p>

                        11.4. Grab<\/span> App and the Services are provided on an \u201cas is\u201d basis. Except as expressly provided for in the Agreement, Grab makes no other representations or warranties of any kind, express or implied, including: (i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (ii) that Grab App and the Services will meet the Merchant\u2019s requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (iii) that the information, content, materials, or products included on Grab App will be as represented by Grab, available for sale on a timely manner, lawful to sell, or that Grab or the End Users will perform as promised; (iv) any implied warranty arising from the course of dealing or usage of trade; and (v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence, or wilful misconduct by Grab. Merchant acknowledges that any information and any materials provided by or through Grab App and the Services may contain inaccuracies or errors and Grab expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the applicable laws. Any link found on Grab App is provided for the Merchant\u2019s convenience to provide further information. It does not signify that Grab endorses the contents thereof and Grab has no responsibility for the content of external links.<\/span><\/p>

                        11.5. To the fullest extent permitted by the applicable laws and regulations, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Grab and Grab\u2019s Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to the Merchant and anyone claiming by or through the Merchant, for any and all claims, losses, costs or damages, including attorneys\u2019 fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Agreement from any cause or causes, it shall not exceed the Service Fee that Grab is entitled to receive from Merchant for the month preceding the date the liability arose, or to an equivalent amount of <\/span>USD100<\/span> (whichever lower) provided always, the maximum liability of Grab towards Merchant will be capped to <\/span>USD100<\/span>. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by the laws.<\/span><\/p>

                        1. CONFIDENTIALITY<\/strong><\/li><\/ol>

                          12.1. Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for their own or any other person\u2019s benefit (other than for the due performance by them of their 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 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.<\/span><\/p>

                          12.2. The Receiving Party may disclose Confidential Information to:<\/span><\/p>

                          a. 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<\/span><\/p>

                          b. 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.<\/span><\/p>

                          12.3. These confidentiality obligations shall endure, even after the expiry or termination of this Agreement, with limit three (3) months after the expiry of this Agreement and\/or until the Confidential Information enters the public domain.<\/span><\/p>

                          12.4. By registering for and using the Services, the Merchant agrees and consents to Grab having the right, at its sole discretion, to collect, use, disclose, and\/or process any and all non-confidential information or data related to the Merchant\u2019s business activities (including but not limited to business activity Data). Such disclosure and processing may be carried out to and with Grab\u2019s Affiliates and\/or third-party service providers (e.g., agents, subcontractors, vendors, professional advisors), for the purposes of providing the Services, marketing activities, product development, and\/or other purposes set out in Grab\u2019s Privacy Notice (<\/span>https:\/\/www.grab.com\/id\/en\/terms-policies\/privacy-notice\/<\/span><\/a>).<\/span><\/p>

                          1. PERSONAL DATA<\/strong><\/li><\/ol>

                            13.1. Both Parties herewith shall comply with their respective obligations as the Data Controller and the Data Processor as required under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.<\/span><\/p>

                            13.2. To the extent applicable, the Merchant represents and warrants that:<\/span><\/p>

                            a. the 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, the Merchant shall not use Grab Personal Data for direct marketing purposes;<\/span><\/span><\/h5>
                            b. the Merchant agrees to access Grab Personal Data provided to the Merchant by Grab only for the purposes of performing the Merchant\u2019s obligations under this Agreement solely by using the Order Equipment or such other tools provided by Grab. The Merchant shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by Grab;<\/span><\/span><\/h5>
                            c. The 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<\/span><\/span><\/h5>
                            d. The Merchant shall notify Grab in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of they 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.<\/span><\/span><\/h5>
                            1. FORCE MAJEURE<\/strong><\/li><\/ol>

                              14.1. Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure.<\/span><\/p>

                              14.2. If either Party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, they shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.<\/span><\/p>

                              14.3. If the Party suffering from the Force Majeure event does not or neglects to notify the other Party hence all losses, risks, and consequences that may arise shall be the burden and responsibility of the Party suffering from the Force Majeure event.<\/span><\/p>

                              14.4. If the event of Force Majeure continues for a period exceeding sixty (60) 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 a written notice to the other Party hereto.<\/span><\/p>

                              1. SEVERABILITY<\/strong><\/li><\/ol>

                                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.<\/span><\/p>

                                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.<\/span><\/p>

                                1. VARIATION<\/strong><\/li><\/ol>

                                  16.1. Grab reserves the right to modify or amend this Agreement, Terms of Service, Code of Conduct, and Return and Refund Policy\u00a0 without the Merchant\u2019s consent. However, Grab shall notify such changes through email and the Merchant has the chance to object within two (2) weeks as of the receipt of such notification of changes.<\/span><\/p>

                                  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.<\/span><\/p>

                                  1. ASSIGNMENT<\/strong><\/li><\/ol>

                                    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.<\/span><\/p>

                                    1. NOTICES<\/strong><\/li><\/ol>

                                      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.<\/span><\/p>

                                      18.2. If any change to the address, then the Party who changes its address shall inform the other party at the latest 3 (three) business days prior to the effectiveness of such change.<\/span><\/p>

                                      18.3. Any such notice, demand or communication shall be deemed to have been duly served:<\/span><\/p>

                                      a. in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;<\/span><\/p>

                                      b. in case of a notice transmitted by facsimile, on the day of transmission as evidenced by receipt of transmission from the sender\u2019s machine (transmission report) stating that the communication has been sent in full without error and received by the recipient;<\/span><\/p>

                                      c. in case a notice sent by registered post, three (3) days after posting;<\/span><\/p>

                                      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.<\/span><\/p>

                                      18.4. Grab may offer promotional activities and\/or Dine Out Programs to increase sales and\/or usage of GrabFood or GrabMall. To facilitate and expedite all communications and agreements between the Parties related to the promotions and\/or Dine Out Programs, the Parties hereby agree that any correspondence, responses, and approvals for promotional activities will be conducted solely through Grab\u2019s specified email format (listed below) and the Merchant\u2019s registered correspondence details, as outlined in the Commercial Terms and Conditions and\/or Dine Out Confirmation Letter (as applicable):<\/span><\/p>

                                      Grab email formats: <\/strong><\/p>