Terms of Service

Terms of Use for Grab Cambodia Passengers

Last modified: 16 October 2018

 

GRAB (CAMBODIA) CO., LTD.

Important – please read these terms carefully. By using the Service (as defined below), you agree that you have read, understood, accepted and agreed with the Terms of Use. You further agree to the representations made by yourself below. If you do not agree to or fall within the Terms of Use of the Service and wish to discontinue using the Service, please do not continue using the Application (as defined below) or the Service.

The Terms of Use stated herein (collectively, the “Terms of Use” or this “Agreement”) constitute a legal agreement between you and Grab (Cambodia) Co., Ltd., a company incorporated under the laws of Cambodia and having its registered address at #160, Street 93 (Monivong), Sangkat, Boeung Keng Kang I, Khan Chamkarmon, Phnom Penh, Cambodia (the “Company”). In order to use the Service you must agree to the Terms of Use that are set out below. By using the mobile application supplied to you by the Company (the “Application”), and downloading, installing or using any associated software supplied by the Company (“the Software”) which overall purpose is to enable persons seeking transportation services to certain destinations to be matched with third party transportation providers, drivers and vehicle operators (collectively, the “Service”), you hereby expressly acknowledge and agree to be bound by the Terms of Use, and any future amendments and additions to the Terms of Use as published from time to time at http://www.grab.com or through the Application.

The Company reserves the right to modify, vary and change the Terms of Use or its policies relating to the Service at any time as it deems fit. Such modifications, variations and or changes to the Terms of Use or its policies relating to the Service shall be effective upon the posting of an updated version at http://www.grab.com. You agree that it shall be your responsibility to review the Terms of Use regularly and also the Terms of Use applicable to any country where you use the Service which may differ from the country where you registered for the Application (the “Alternate Country”) whereupon the continued use of the Service after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance to such changes. You further agree that usage of the Service in the Alternate Country shall be subject to the Terms of Use prevailing for the Alternate Country which can be found at http://www.grab.com.

THE COMPANY IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE TRANSPORTATION SERVICES AND THE COMPANY IS NOT A TRANSPORTATION PROVIDER. IT IS UP TO THE THIRD PARTY TRANSPORTATION PROVIDERS TO OFFER TRANSPORTATION SERVICES TO YOU AND IT IS UP TO YOU TO ACCEPT SUCH TRANSPORTATION SERVICES. THE SERVICE OF THE COMPANY IS TO LINK YOU WITH SUCH THIRD PARTY TRANSPORTATION PROVIDERS, BUT DOES NOT NOR IS IT INTENDED TO PROVIDE TRANSPORTATION SERVICES OR ANY ACT THAT CAN BE CONSTRUED IN ANY WAY AS AN ACT OF A TRANSPORTATION PROVIDER. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY TRANSPORTATION PROVIDER AND/OR ANY TRANSPORTATION SERVICES PROVIDED TO YOU.

  1. Representations and Warranties

By using the Service, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms of Use and that you are at least eighteen (18) years old. Without limiting the generality of the foregoing, the Service is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. By using the Service, you further represent and warrant that you have the right, authority and capacity to use the Service and to abide by the Terms of Use. You further confirm that all the information which you provide shall be true and accurate. Your use of the Service is for your own sole, personal use. You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Service, you agree to comply with all applicable laws whether in your home nation or otherwise in the country, state and city in which you are present while using the Service.

 

You may only access the Service using authorized means. It is your responsibility to check and ensure that you have downloaded the correct Software for your device. The Company is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Software to your device. The Company reserves the right not to permit you to use the Service should you use the Application and/or the Software with an incompatible or unauthorized device or for purposes other than which the Software and/or the Application is intended to be used.

By using the Software or the Application, you agree that:

  • You will only use the Service for lawful purposes;
  • You will only use the Service for the purpose for which it is intended to be used;
  • You will comply with Grab’s community guideline at www.grab.com/communitystandards
  • You will not use the Application for sending or storing any unlawful material or for fraudulent
purposes;
  • You will not use the Application and/or the Software to cause nuisance, annoyance,
inconvenience or make fake bookings;
  • You will not use the Service, the Application and/or the Software for purposes other than obtaining the Service;
  • You shall not contact the third party transportation provider for purposes other than the Service;
  • You will not impair the proper operation of the network;
  • You shall not intentionally or unintentionally cause or attempt to cause damage to the third party transportation provider;
  • You will not try to harm the Service, the Application and/or the Software in any way whatsoever;
  • You will not copy, or distribute the Software or other content without written permission from the Company;
  • You will only use the Software and/or the Application for your own use and will not resell it to a third party;
  • You will keep secure and confidential your account password or any identification we provide you which allows access to the Service;
  • You will provide the Company with proof of identity as it may reasonably request or require;
  • You agree to provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of this Agreement. You agree that the Company may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, the Company has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
  • You will only use an access point or data account which you are authorized to use;
  • You shall not employ any means to defraud the Company or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by the Company to encourage new subscription or usage of the Service by new or existing passengers;
  • You are aware that when requesting transportation services by SMS or use of the Service, standard telecommunication charges will apply;
  • You shall not cause a nuisance or behave in an inappropriate or disrespectful manner towards the Company or the third party transportation provider regardless of any misgivings that you may have against the Company or the third party transportation provider;
  • You shall not impair or circumvent the proper operation of the network which the Service operates on;
  • You agree that the Service is provided on a reasonable effort basis; and
  • You agree that your use of the Service will be subject to the Company’s Privacy Policy as may be amended from time to time.

You agree to assume full responsibility and liability for all loss or damage suffered by yourself, the third party service provider, the Company or any third party as a result of any breach of the Terms of Use.

  1. Payment
  • You may choose to pay for the transportation services by cash and where available, by credit card and or debit card (“Card”).
  • In the event that you choose to pay for the transportation services by Card, you will need to register a valid Card which belongs to you in accordance with the instructions within the Application.
  • If the Card belongs to another person, such as your parents, you hereby warrant and agree that you have obtained their permission to use the Card for the payment of the transportation services.
  • You agree that we may verify and authorize your Card details when you first register the Card with us as well as when you use the Service.
  • You agree that we may issue a reasonable authorization hold, which is not an actual charge against your Card or GrabPay Credits balance, in order to verify your payment method via your Card or GrabPay Credits balance. The authorized hold amount will be based on the upper bound fare shown at the time of your booking and may include up to the maximum extra charges (for example, Tolls & Others or Booking Fees, where applicable) permissible on the Application. The hold may appear in your statement as “pending”. The authorization hold is issued as a preventive measure against any unauthorized or fraudulent usage of your Cardor GrabPay Credits.
  • In the event your payment by your Card is processed overseas, you will be liable for any additional charges in relation thereto.
  • When you register for the Service, you will have the option to pre-set a default “tip” amount of your choosing. This will automatically be added to the transportation fee at the end of each journey and given to the third party transportation provider unless you choose to override it with a different tip amount or to remove the tip.
  • Once you have completed a journey using the Service, you are required to make payment in full to the third party transportation provider and your payment will be deducted automatically and is non-refundable. If you have any complaints in relation to the transportation service provided, then that dispute must be taken up with the third party transportation provider directly.
  • The Company reserves the right to suspend the processing of any transaction where it or disable or limit the use of the Card in the event of any error in transaction which results in decline or chargeback from the financial institution or where the Company reasonably believes that the Card has been used for a transaction that may be fraudulent, illegal or involves any criminal activity or where the Company reasonably believes you to be in breach of the Terms of Use.
  • You agree that you will cooperate in relation to any financial crime screening that is required and to assist the Company in complying with any prevailing laws or regulations in place.
  • You shall be responsible to resolve any disputes with your Card on your own.
  1. Taxes

You agree that this Agreement shall be subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any future taxes that may be introduced at any point of time. You further agree to use your best efforts to do everything necessary and required by the relevant laws to enable, assist and/or defend the Company to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service supplied under this Agreement.

  1. GRABLITE

UNLESS OTHERWISE SPECIFIED IN THIS TERMS OF USE, THE CONDITIONS UNDER THIS SECTION SHALL PREVAIL OVER THE CONDITIONS IN THE TERMS OF USE.

 

In our effort to ensure a seamless ride experience for you in the event of the Application becoming unavailable, the Company has introduced ‘GrabLite’. GrabLite is a basic version of the Application which allows you to continue to make bookings during a downtime. In the event of a downtime, the Application will automatically switch to the GrabLite version without any action on your part. Being a basic version, GrabLite will have some differences in its features and application compared to the Application. The following are the differences that you should be aware of:-

Only GrabCar. Under GrabLite, only Grabcar will be available for booking.

  • Fixed Fares. A ride booked via GrabLite shall have fixed fare only irrespective of the type of transport / vehicles. The fixed fare will be shown on the GrabLite Application after you have keyed in your location and destination.
  • Cash Payment Only. As a stripped-down version of the Application, rides made via GrabLite shall be paid by cash only. GrabLite is unable to accept payments by GrabPay credits and credit cards. By continuing with the booking, you hereby acknowledge and agree that you accept the fixed fare.
  • Manual Key-In. You are required to manually key-in your pick-up location and destination.
  • Number Masking. Under GrabLite, there will be no number masking. This means that your number will be available to the Service Providers. By continuing to confirm the booking, you hereby acknowledge that you understand and agree to this condition.
  • No GrabRewards Points. Any ride booked via GrabLite will not be entitled to any GrabRewards Points.
  • No Chat Function. The chat function in GrabLite will be disabled. Therefore, the only means of communication with the Service Providers will need to be conducted via calls.
  • Other Stripped Down Functionalities. As a stripped-down version of the Application, GrabLite will not show the estimated time of arrival of your booking. Any promos that are running when GrabLite is activated will not be eligible to be used and you will not be able to tag your ride as ‘Business ride’.
  1. Ratings By Third Party Transport Service Providers

The third party transport service providers have the right to rate you as a user of the Service or a user for whom you book the Service (User). Every rating will be based on, but not limited, to the User’s conduct or behavior, before, during or after the ride has been completed.

 

Every rating will be automatically logged onto the Company’s system and you agree that the Company may analyse all ratings received and reserves the discretion to take all appropriate actions including suspending your use of the Service without any notice to you.

  1. License Grant & Restrictions

The Company and its licensors, where applicable, hereby grants you a revocable, non-exclusive, non- transferable, non-assignable, personal, limited license to use the Application and/or the Software, solely for your own personal, non-commercial purposes, subject to the Terms of Use herein. All rights not expressly granted to you are reserved by the Company and its licensors.

 

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software in any way; (ii) modify or make derivative works based on the Application and/or the Software; (iii) create internet “links” to the Application or “frame” or “mirror” the Software on any other server or wireless or internet-based device; (iv) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Application and/or the Software, or (c) copy any ideas, features, functions or graphics of the Application and/or the Software, (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application and/or the Software, (vi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; (vii) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, (viii) remove any copyright, trademark or other proprietary rights notices contained in the Service.

You may use the Software and/or the Application only for your personal, non-commercial purposes and shall not use the Software and/or the Application to: (i) send spam or otherwise duplicative or unsolicited messages; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (iii) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software and/or the Application or the data contained therein; (v) attempt to gain unauthorized access to the Software and/or the Application or its related systems or networks; (vi) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (vii) to indulge in any conduct that could possibly damage the Company’s reputation or amount to being disreputable.

  1. Intellectual Property Ownership

The Company and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and/or the Application and by extension, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The Terms of Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service, the Software and/or the Application, or any intellectual property rights owned by the Company and/or its licensors. The Company’s name, the Company’s logo, the Service, the Software and/or the Application and the third party transportation providers’ logos and the product names associated with the Software and/or the Application are trademarks of the Company or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term the Software and the Application herein shall include its respective components, processes and design in its entirety.

  1. Confidentiality

You shall maintain in confidence all information and data relating to the Company, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of the Company (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from the Company, or any of its affiliated companies, or created in the course of this Agreement. You shall further ensure that it, its officers, employees and agents only use such confidential information in order to perform the Service, and shall not without the Company’s prior written consent, disclose such information to any third-party nor use it for any other purpose. You shall only disclose such information to such officers, employees and agents as need to know it to fulfil its obligations under this Agreement.

 

The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:

  • was at the time of receipt already in your possession;
  • is, or becomes in the future, public knowledge through no fault or omission of you;
  • was received from a third-party having the right to disclose it; or
  • is required to be disclosed by law.
  1. Personal Data Protection

You agree and consent to the Company using and processing your Personal Data for the Purposes and in the manner as identified hereunder.

 

For the purposes of this Agreement, “Personal Data” means information about you, from which you are identifiable, including but not limited to your name, national identity card number, birth certificate number, passport number, nationality, address, telephone number, credit or debit card details, race, gender, date of birth, email address, any information about you which you have provided to the Company in registration forms, application forms or any other similar forms and/or any information about you that has been or may be collected, stored, used and processed by the Company from time to time and includes sensitive personal data such as data relating to health, religious or other similar beliefs. The Company may also collect device data (such as your IMEI number and the names of the apps you have installed on your device) for the purpose of fraud prevention measures.

The provision of your Personal Data is voluntary. However, if you do not provide the Company your Personal Data, your request for the Application may be incomplete and the Company will not be able to process your Personal Data for the Purposes outlined below and may cause the Company to be unable to allow you to use the Service.

The Company may use and process your Personal Data for business and activities of the Company which shall include, without limitation the following (the “Purpose”):

  • To perform the Company’s obligations in respect of any contract entered with you;
  • To provide you with any services pursuant to the Terms of Use herein;
  • To process your participation in any events, promotions, activities, focus groups, research
studies, contests, promotions, polls, surveys or any productions and to communicate with you
 regarding your attendance thereto;
  • Process, manage or verify your application for the Service pursuant to the Terms of Use herein;
  • To validate and/or process payments pursuant to the Terms of Use herein;
  • To develop, enhance and provide what is required pursuant to the Terms of Use herein to meet
your needs;
  • To process any refunds, rebates and or charges pursuant to the Terms of Use herein;
  • To facilitate or enable any checks as may be required pursuant to the Terms of Use herein;
  • To respond to questions, comments and feedback from you;
  • To communicate with you for any of the purposes listed herein;
  • For internal administrative purposes, such as auditing, data analysis, database records;
  • For purposes of detection, prevention and prosecution of crime;
  • For the Company to comply with its obligations under law;
  • To send you alerts, newsletters, updates, mailers, promotional materials, special privileges, festive greetings from the Company, its partners, advertisers and or sponsors;
  • To notify and invite you to events or activities organised by the Company, its partners, advertisers, and or sponsors; and/or
  • To share your Personal Data amongst the companies within the Company’s group of companies comprising the subsidiaries, associate companies and or jointly controlled entities of the holding company of the group (the “Group”) and with the Company’s and Group’s agents, third party providers, developers, advertisers, partners, event companies or sponsors who may communicate with you for any reasons whatsoever.

If you do not consent to the Company processing your Personal Data for any of the Purposes, please notify the Company using the support contact details as provided in the Application.

 

If any of the Personal Data that you have provided to us changes, for example, if you change your e- mail address, telephone number, payment details or if you wish to cancel your account, please update your details by sending your request to the support contact details as provided in the Application.

The Company will, to the best of its abilities, effect such changes as requested within fourteen (14) working days of receipt of such notice of change.

By submitting your information to the Company, you consent to the use of that information as set out in the form of submission and in the Terms of Use.

  1. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party providers, advertisers or sponsors showing their goods and/or services through the Service, the Software and/or the Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. The Group does not endorse any applications or sites on the Internet that are linked through the Service, the Application and/or the Software, and in no event, shall the Company, its licensors or the Group be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Service to you pursuant to the Terms of Use. You recognize, however, that certain third party providers of transportation, goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third party providers.

 

The Company may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. By agreeing to the Terms of Use you agree to receive such advertising and marketing. If you do not want to receive such advertising, you should notify us in writing or in accordance with the procedure determined by the Company. The Company reserves the right to charge you a higher fee for or deny you use of the Service should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on the Company’s website located at http://www.grab.com. You agree and allow the Company to compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party transportation provider, other third party providers, advertisers and/or sponsors you interact with through the Service and/or advertising or marketing material supplied through the Service.

  1. Repair or Cleaning Fees

You shall be responsible for the cost of repair for any damage to or necessary cleaning of the third party service provider’s vehicle as a result of your misuse of the Service or in breach of the Terms of Use herein. The Company reserves the right to facilitate payment for reasonable cost of such repair or cleaning on behalf of the third party service provider via your designated payment method or demand from you in cash, in the event a request for repair or cleaning request by the third party service provider has been verified by the Company.

  1. Indemnification

By agreeing to the Terms of Use upon using the Service, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with: (a) your use of the Service, the Software and/or the Application in your dealings with the third party transportation providers, third party merchants, providers, partners, advertisers and/or sponsors, or (b) your violation or breach of any of the Terms of Use or any applicable law or regulation, whether or not referenced herein, or (c) your violation of any rights of any third party, including third party transportation providers arranged via the Service, or (d) your use or misuse of the Service, the Software and/or the Application, or (e) your use or misuse of Rewards or your membership under the GrabRewards Loyalty Programme, including if you commit any fraud or misrepresent any information supplied.

  1. Disclaimer of Warranties

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, THE APPLICATION, THE SOFTWARE AND/OR REWARDS. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE AND/OR REWARDS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, REWARDS OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE APPLICATION AND/OR THE SOFTWARE WILL BE CORRECTED, OR (F) THE APPLICATION OR THE SERVER(S) THAT MAKE THE APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (G) THE APPLICATION AND/OR THE SOFTWARE TRACKS YOU OR THE VEHICLE USED BY THE THIRD PARTY TRANSPORTATION PROVIDER. THE SERVICE AND REWARDS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY EXCLUDED AND DISCLAIMED TO THE HIGHEST AND MAXIMUM EXTENT.

 

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES AND/OR REWARDS, INCLUDING BUT NOT LIMITED TO THE THIRD PARTY TRANSPORTATION OR OTHER SERVICES AND PRODUCTS OBTAINED BY OR FROM THIRD PARTIES THROUGH THE USE OF THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE AND/OR THE REDEMPTION, SUPPLY OR USE OF REWARDS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE, AND ANY THIRD PARTY SERVICES AND PRODUCTS, INCLUDING BUT NOT LIMITED TO THE THIRD PARTY TRANSPORTATION OR OTHER SERVICES AND PRODUCTS REMAINS SOLELY AND ABSOLUTELY WITH YOU AND YOU SHALL HAVE NO RECOURSE WHATSOEVER TO THE COMPANY.

  1. Internet Delays

THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU OR THE THIRD PARTY TRANSPORTATION PROVIDER BEING FAULTY, NOT CONNECTED, OUT OF RANGE, SWITCHED OFF OR NOT FUNCTIONING. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.

  1. Limitation of Liability

ANY CLAIMS AGAINST THE COMPANY BY YOU SHALL IN ANY EVENT BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN UTILISING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL THE COMPANY AND/OR ITS LICENSORS BE LIABLE TO YOU OR ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, ECONOMIC, FUTURE SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR LOSSES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, EMOTIONAL DISTRESS AND LOSS OF DATA, GOODS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO YOU OR TO ANY PERSON FOR WHOM YOU HAVE BOOKED THE SERVICE FOR, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, THE APPLICATION, THE SOFTWARE, AND/OR THE GRABREWARDS LOYALTY PROGRAMME INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDER, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED TO BY THE SERVICE, THE APPLICATION, THE SOFTWARE AND/OR THE GRABREWARDS LOYALTY PROGRAMME, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE COMPANY DOES NOT AND WILL NOT ASSESS NOR MONITOR THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS.

THE COMPANY WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS. UNLESS YOU ARE A CORPORATE CUSTOMER WITH A CURRENT CORPORATE ACCOUNT WITH THE COMPANY, THE COMPANY CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE THIRD PARTY PROVIDERS, INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE, THE SOFTWARE, THE APPLICATION AND/OR THE GRABREWARDS LOYALTY PROGRAMME (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON YOU. YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION, YOUR PARTICIPATION OR MEMBERSHIP IN THE GRABREWARDS LOYALTY PROGRAMME OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS INTRODUCED TO YOU BY THE SERVICE, THE SOFTWARE, THE APPLICATION AND/OR THE GRABREWARDS LOYALTY PROGRAMME.

THE QUALITY OF THE THIRD PARTY TRANSPORTATION SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY TRANSPORTATION PROVIDER WHO ULTIMATELY PROVIDES SUCH TRANSPORTATION SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE, COSTS OR EXPENSES INCURRED, SUFFERED OR SUSTAINED BY YOU ARISING FROM OR IN CONNECTION WITH YOUR PARTICIPATION OR MEMBERSHIP IN THE GRABREWARDS LOYALTY PROGRAMME, INCLUDING WITHOUT LIMITATION:

  • ANY FAILURE OR REFUSAL BY ANY THIRD PARTY MERCHANTS IN ACCEPTING THE POINTS FOR REDEMPTION OR REWARDS REDEEMED;
  • ANY LOSS OF DATA AND RECORDS RELATING TO THE GRABREWARDS LOYALTY PROGRAMME;
  • ANY ACTS, OMISSIONS, NEGLIGENCE OR WILFUL DEFAULT ON THE PART OF THE THIRD PARTY MERCHANTS PROVIDING THE REWARDS;
  • ANY ACTS, OMISSIONS, NEGLIGENCE OR WILFUL DEFAULT ON THE PART OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS RELATING TO THE GRABREWARDS LOYALTY PROGRAMME; AND
  • ANY LOSS OF VALUE OR BENEFIT THAT MAY ARISE AS A RESULT OF ANY CHANGES MADE TO THE GRABREWARDS LOYALTY PROGRAMME.
  1. Notice

The Company may give notice by means of a general notice on the Application, electronic mail to your email address in the records of the Company, or by written communication sent by registered mail or pre-paid post to your address in the record of the Company. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) by letter sent by courier or registered mail to the Company using the contact details as provided in the Application.

  1. Assignment

This Agreement as constituted by the Terms of Use as modified from time to time may not be assigned by you without the prior written approval of the Company. You hereby consent to the assignment of the agreement by the Company and further agree that you will give any consents and enter into any novation agreements required at the time of the assignment. Any purported assignment by you in violation of this section shall be void.

  1. General

This Agreement shall be governed by Cambodian law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Terms of Use or the Service shall be subject to the exclusive jurisdiction of the courts of Cambodia to which you hereby agree to submit to.

 

In the event that the law in an Alternate Country does not allow jurisdiction to be that of the courts of Cambodia or where judgment of a Cambodian court is unenforceable in the Alternate Country, unresolved disputes shall be referred to the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of SIAC in accordance with the Rules.

The seat and venue of the arbitration shall be Singapore, in the English language and the fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of the Terms of Use or use of the Service.

If any provision of the Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the applicable law and jurisdiction as stipulated above.

The failure of the Company to enforce any right or provision in the Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. The Terms of Use comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral (if any) between the parties regarding the subject matter contained herein.

You hereby agree that the Company is entitled to terminate this Agreement immediately in the event that you are found to be in breach of any of the terms stipulated in this Agreement. For the avoidance of doubt, the termination of this Agreement shall not require the Company to compensate, reimburse or cover any cost incurred by you in the course of you acquiring services from the third party transportation provider under this Agreement.

The Company is a licensee of GrabTaxi Holdings Pte Ltd (Company No. 201316157E) and having its registered address at 6 Shenton Way, #38-01 OUE Downtown, Singapore 068809 for the Application.

GRAB FOR BUSINESS TERMS AND CONDITIONS

As of 31 October 2018

These Grab for Business terms and conditions (the “Agreement“) are entered into by and between the Grab entity stated in the sign-up page (“Grab”) and You (“Client“). Capitalised terms used herein shall have the meaning ascribed to them in this Agreement.

This Agreement sets forth the terms under which a Customer may utilize the Grab for Business Portal in conjunction with the Grab Services accessed via the Grab App. Customer’s use of the Portal is subject to this Agreement and Passengers Terms of Service available at https://www.grab.com/terms/ which may be modified by Grab from time to time. Such modifications, variations and or changes to the Agreement or its policies relating to the Grab Service shall be effective upon the posting of an updated version at https://www.grab.com/terms/ Continued use of the Grab for Business Portal after any such postings or updates shall constitute Customer’s consent to such changes.

  1. DEFINITIONS

“Active Account” shall have the meaning set forth in Section 2.3.

“Customer Admin” shall have the meaning set forth in Section 3.1.

“Corporate Billing” shall mean an enterprise billing and payment process for the Grab Service provided by Grab to the Customer hereunder for User Charges, with payment by Customer directly to Grab on agreed credit terms if Grab has approved monthly billing for Customer, subject to a monthly statement delivered by Grab to Customer on a monthly basis.

“Corporate Credit Card” shall have the meaning set forth in Section 2.1.

“Customer User” shall mean an individual or group of individuals authorised to use the Corporate Active Account by the Customer in connection with the use of Grab Services, each as identified by Customer to Grab as set forth in this Agreement.

“Reimbursement” means the method of payment chosen by Customer from the Dashboard and payable to Grab by Customer at the end of each Customer User’s trip.

“Authorised User Groups” means such Authorised Customer Users as may be grouped together by the Customer Admin for the purposes of utilisation of the Services by the Authorised Customer Users of such Authorised User Groups.

“Authorised User Groups Usage Limit” shall mean the usage limit within the Customer Usage Limit as may be determined by You and set by the Customer Admin on the Dashboard for each Authorised User Group, beyond which the Services may not be availed by the Authorised Users of the concerned Authorised User Group.

“Authorised Users Usage Limit” shall mean the usage limit within the Customer Usage Limit (defined hereinbelow) as may be determined by You and set by the Customer Admin on the Dashboard for Authorised Users, beyond which the Services may not be availed by the concerned Authorised Users.

“Authorised Users Policies” shall mean the policy restrictions issued by Customer on the use of the Portal for the purpose of regulating the use of the Authorised Users.

“Portal” shall have the meaning set forth in Section 3.1.

“Portal Data” shall have the meaning set forth in Section 3.1.

“Data Protection Law” means all personal data protection or privacy laws, codes, statutes, ordinances, rules, regulations or enforcement order of any governmental or quasi-governmental authority of any jurisdiction in effect from time to time that apply in connection with either party’s obligations under this Agreement.

“Passenger Terms of Service” shall mean the terms and conditions applicable to all users of the Grab Service, available at https://www.grab.com/terms/, as may be updated by Grab from time to time.

“Linking Data” shall have the meaning set forth in Section 2.4.

“Monthly Trip Statement” shall have the meaning set forth in Section 5.2.

“Personal Data” means any information Customer obtains from Grab in connection with this Agreement that can reasonably be used to identify an individual, including but not limited to Dashboard Data as defined in Section 3.1, or that may otherwise be considered personal data.

“Proposed User” shall have the meaning set forth in Section 2.3.

“Service Fee” shall mean the service fees applicable to User Charges and/or Customer’s use of the Grab Services, if any, as set forth on the account creation form associated with this Agreement or otherwise agreed to between Grab and Customer.

“Term” shall have the meaning set forth in Section 6.1.

“Grab App” shall mean Uber’s Grab’s mobile application required for use of the Grab Service, as may be updated by Grab from time to time.

“Grab Service” shall mean Grab’s technology platform that, when used in conjunction with the Grab App, enables users to request on-demand ground transportation or other services from independent providers.

“User Charges” shall mean charges incurred by Customer Users for transportation or other services obtained through the use of the Grab Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Grab Service.

  1. PROVISION OF SERVICES

2.1 Access to Services.

Upon execution of this Agreement which is effective upon the completion of the sign-up account page on https://www.business.grab.com and after verification and acceptance by Grab, Grab will establish a Customer corporate account in accordance to Customer’s preferred mode of payment which is (i) postpaid billing (ii) reimbursement or (iii) credit card billing (“Customer Billing”). Using such corporate account, Customer, at its discretion, may permit Customer Users with an Active Account to employ Customer Billing when using the Grab Service. Customer acknowledges a Customer User employing Customer Billing will be incurring User Charges to the account of Customer, and not to the Customer User’s personal account or credit card, and Customer agrees to pay all User Charges incurred under Corporate Billing, as well as any applicable Services Fees, in accordance with the terms and conditions herein. Subject to Customer’s compliance with this Agreement, Grab agrees to use commercially reasonable efforts to provide the Grab Service and Customer Billing to Customer and the Customer Users as set forth herein.

2.2 Grab Policies.

Grab’s current policies and practices regarding the safety of all users of the Grab Service are available at https://www.grab.com/communitystandards/  

CUSTOMER ACKNOWLEDGES AND AGREES THAT GRAB IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE TRANSPORTATION SERVICES AND THE COMPANY IS NOT A TRANSPORTATION PROVIDER. IT IS UP TO THE THIRD PARTY TRANSPORTATION PROVIDERS TO OFFER TRANSPORTATION SERVICES TO CUSTOMER AND IT IS UP TO CUSTOMER TO ACCEPT SUCH TRANSPORTATION SERVICES. THE SERVICE OF GRAB IS TO LINK CUSTOMER WITH SUCH THIRD PARTY TRANSPORTATION PROVIDERS, BUT DOES NOT NOR IS IT INTENDED TO PROVIDE TRANSPORTATION SERVICES OR ANY ACT THAT CAN BE CONSTRUED IN ANY WAY AS AN ACT OF A TRANSPORTATION PROVIDER. GRAB SHALL NOT BE RESPONSIBLE NOR LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY TRANSPORTATION PROVIDER AND/OR ANY TRANSPORTATION SERVICES PROVIDED TO CUSTOMER.

2.3 Active Account Required.

(a) Customer acknowledges and agrees that before  is authorises a Customer User (“Proposed User“) and before Customer User can access the Grab for Business’s functionalities relating to the Grab Service pursuant to this Agreement, such Proposed User must (i) download and install the Grab App on a compatible mobile device, (ii) register for and maintain during the Term an active personal user account for the Grab Service, which registration requires the entry of certain Proposed User personal data and a personal credit card number or any other payment method authorised by Grab, and (iii) confirm the mobile number provided during the registration process (“Active Account“). Grab’s collection and use of any personal data and credit card or other authorised payment method information to establish an Active Account shall be as set forth on the Grab Privacy Policy, available at https://www.grab.com/privacy/ as may be updated by Grab from time to time.

(b) Customer acknowledges that certain Proposed Users may be suspended or banned from use of the Grab Service due to future or past violations of the Passengers Terms of Service (“Violations“), and that Grab shall have no obligation or liability related to a Proposed User that is unable to obtain or maintain an Active Account for the purposes of Corporate Billing hereunder due to Violations.

2.4 User Account Linking

(a) To enable Grab for Business features for a Proposed User with an Active Account, Customer shall Grab provide Grab with (i) such Active Account holder’s full name, (ii) the Active Account holder’s company email address on the top level domain of Customer (e.g.,  name@companydomain.com), and (iii) other identifying information about the Active Account holder as reasonably requested by Grab(“Linking Data“). Grab will use the Linking Data provided by Customer for the purpose of (x) authenticating the identified Active Account holder and linking such Active Account with the Grab for Business account to establish the Active Account holder as a Customer User, and (y) verifying the Corporate Billing status of such Customer User from time to time during the Term (for more information see Annex 1 ). All Proposed Users invited to enable Corporate Billing will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with Customer’s account for Corporate Billing. Upon the linking of Corporate Billing to an Active Account, such Proposed User shall be provided the option, on a ride by ride basis, to apply User Charges to) the Customer account via the Corporate Billing option.

(b) Customer acknowledges that the verification and linking described in Section 2.4(a) will require Grab to contact each such Proposed User using the Linking Data, and by signing this Agreement Customer confirms that it has obtained all necessary consents from each Proposed User for Grab to contact such Proposed User for the purpose of implementing the Grab for Business account in the applicable Active Account. Customer shall ensure that Linking Data provided to Grab is accurate and complete, and Grab shall not be liable to Customer, a Customer User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by Customer.

(c) Customer agrees to (i) notify each Proposed User that by linking Proposed User’s personal Active Account with Customer’s account for Grab for Business that Grab will provide Customer with detailed trip information for the rides charged to Customer’s account, and (ii) to obtain any necessary consent from each Customer User for Grab to share detailed trip information with Customer.

(d) A Customer User’s personal account may be unlinked from Customer’s account and the Customer Billing option at any time by (i) Customer unlinking such Customer User through the Dashboard, or (ii) the Customer User deleting the Customer Billing option from the Active Account.

2.5 Responsibility for User Activity.

Customer agrees that (a) Customer is responsible for all User Charges incurred by Customer Users on a then-current authorised Customer User list regardless of whether such User Charge was authorised between Customer User and Customer and (b) User Charges may be subject to price changes at any time, including, without limitation, occasional increases during surge periods and other penalties as further described in the Passengers Terms of Use. Further, Customer agrees that Grab shall not be responsible for User Charges incurred by a Customer User after Customer has attempted removal of such Customer User from the Customer Billing option to the extent Customer provides incomplete or inaccurate Customer User removal information via the Dashboard. Finally, as between Customer and Grab, Customer shall be responsible for the User Charges incurred due to fraudulent or other prohibited activity on the part of Customer User’s use of Corporate Billing for the Grab Service. Customer shall notify Grab promptly upon discovery of fraudulent or prohibited activity occurring under Customer’s account.

2.6 Restrictions.

Customer agrees to, and to cause all Customer Users to, use the Grab Service and Grab App solely as set forth in this Agreement and the Passengers Terms of Service; provided, however, that in the event of a conflict between this Agreement and the Passengers Terms of Service with respect to Customer or any authorised Customer User employing Corporate Billing with the Grab Service, the terms of this Agreement shall control. Grab reserves the right to suspend participation in Corporate Billing to Customer and/or any Customer Users for violations of this Agreement or the Passengers Terms of Service. In the event that a Customer User’s Active Account is suspended or terminated pursuant to the Passengers Terms of Service, such Customer User’s access to Corporate Billing shall also be suspended. Customer shall not, and shall not authorise others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Grab Service or Grab App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Grab Service or Grab App to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the Grab App for any usage of the Grab Service or (d) impose any additional fees or charges on a Customer User related to use of the Grab Service. Grab reserves all rights not expressly granted to Customer or Customer Users under this Agreement.

  1. ACCOUNT ADMINISTRATION

3.1 Grab for Business Portal.

Grab for Business Portal. Customer shall be provided with access to Grab for Business online portal (“Portal“). Grab’s primary contact with Customer shall be by way of Customer’s administrator set forth on the account creation form associated with this Agreement (“Company Admin“). Grab will inform the Company Admin of the portal’s login credentials. The portal will enable Customer to (a) view a current list of all its Proposed Users who have been invited to, and Customer Users who have linked to (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Customer User’s access to Company Payment methods (d) view detailed trip information, which may include, without limitation, Customer User name together with employee ID, request time and date, booking ID code, city, pick-up and drop-off address, pick-up and drop-off time and date, distance, vehicle type, driver name, group name, trip description, payment method, currency, promo value, fare, tolls & others (“Portal Data“) and prepare and review activity reports using Portal Data, (e) disable all current Customer Users of Corporate Payment Methods, (f) manage and update the  on file, (g) view current, appoint new, and remove Company Admins (for more information see Annex 2 ). Customer agrees to use Portal Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. Grab reserves the right to add, remove and update features and functionality of the Grab for Business Portal at any time without any notice to Customer.

3.2 Administration.

Customer may appoint additional Company Admins at its discretion, and Grab will provide the necessary Dashboard login credentials to Customer. Customer agrees to (a) maintain all Portal’s login credentials in confidence, (b) only permit the lead Company Admins and Customer’s other authorised company admins to access the Portal, and (c) update all information of the lead Company Admin and other authorised admins to ensure that it is current, accurate, and complete. Customer shall limit access to Portal Data to only those Customer personnel who have a legitimate business need to access such Portal Data. Customer shall be responsible for all activities that occur under its Dashboard login credentials including keeping and maintaining an accurate list of current authorised Customer Users entitled to access Company Payment Methods via the Dashboard. Grab may review the current list of Customer Users from time to time via the Portal to maintain and support the Grab App and Grab Service and ensure compliance with this Agreement.

  1. PRIVACY AND DATA SECURITY

4.1 Roles of Parties

Grab is the data controller of the Personal Data (which includes Portal Data) and the processor of Linking Data. The processing of Linking Data is further detailed in Annex 1. Customer is the data controller of the Linking Data and (joint-)controller of the Portal Data. The processing of Portal Data is further detailed in Annex 2. Grab determines the purposes and means of processing for the Personal Data and Customer determines the purposes and means of processing the Linking Data and Portal Data. Each Party will individually inform data subjects and allow data subjects to exercise their rights under the prevailing laws and regulations governing privacy and personal data and will comply with the aforesaid laws and regulations.

 

4.2 Data Restrictions.

Customer agrees that any Personal Data obtained in connection with this Agreement shall be used solely in connection with the use of the Grab Services, and for no other purpose, unless expressly authorised in writing by Grab. Customer shall not use Personal Data in any way that harms Grab or that benefits a competitor of Grab. Customer agrees that it shall not disclose Personal Data to any third parties, except as necessary to use the Grab Service. Customer shall not rent or sell Personal Data for any purpose.

4.3 Security.

Customer agrees to implement appropriate legal, technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of Customer security measures (“Information Security Incident”). Customer shall promptly notify Grab in the event that Customer learns or has reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Customer will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Grab with assurances reasonably satisfactory to Grab that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Customer, and if Grab determines that notices (whether in Grab’s or Customer’s name) or other remedial measures are warranted, Customer will, at Grab’s request and at Customer’s cost and expense, undertake the aforementioned remedial actions.

  1. FEES AND PAYMENTS

5.1 Fees.

In consideration of the provision of the Grab Services by Grab and Corporate Billing as set forth herein, Customer shall pay to Grab all User Charges and any applicable Services Fees Grab may charge for certain functionality and features (collectively, the “Fees”) on the terms set forth below.

5.2 Payment Terms.

Subject to terms and conditions determined by Grab in its sole discretion, Customer will receive monthly reports (each, a “Monthly Report“) for Fees incurred by Customer Users utilising Corporate Billing during the preceding month (“Monthly Billing“). If Customer qualifies for, and elects to participate in, Monthly Billing through the Portal, Fees shall be billed to Customer monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by Customer within thirty (30) days of receipt of such Monthly Report.

If Customer has not enabled Corporate Billing or added a Corporate Credit Card and opted for a Reimbursement method of payment Grab shall charge the Customer User for Fees at the end of each Customer User’s trip on a per trip charge basis via the payment methods selected by the Customer User.

Unless otherwise indicated on a Customer User receipt, all payments made pursuant to this Agreement are exclusive of applicable taxes, and Customer agrees to be responsible for the payment of any such taxes assessed on Fees, including, but not limited to, all sales, use, GST or similar taxes, except for taxes based on Grab’s corporate income. Customer agrees to provide information that Grab may reasonably request in order for Grab to be able to comply with its tax reporting obligations including, but not limited to, the Customer registered company name, billing address, tax number (where applicable) and any other evidence that Grab may require that the Customer is a business conducting an economic activity. If the Customer is participating in Monthly Billing, the Monthly Report will provide Fees in the currency applicable to the Customer User’s place of incorporation only. If Customer is not participating in Monthly Billing, all payments shall be processed in the local currency applicable to the geography of the Customer User’s applicable ride. All payments are nonrefundable except as may be expressly provided otherwise herein.

For the purpose of clarity, all payments shall be made by Customer to the Grab entity that is stated in the sign up page.

5.3 Nonpayment.

Grab reserves the right to immediately suspend Customer’s account and suspend any or all Customer Billing by all Customer Users in the event of any unpaid Fees by Customer due to past due Monthly Statements (as applicable), an invalid credit on the Customer account, or a rejected transaction. Grab further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Customer to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. Re-establishing a Customer account after full payment of late Fees shall be at Grab’s sole discretion. All late payments shall bear interest at 1.5% per month or the maximum allowed by applicable law.

  1. TERM AND TERMINATION

6.1 Term.

This Agreement shall commence on the Effective Date of Corporate Portal Account creation and shall remain in effect until terminated as set forth herein (the “Term“).

6.2 Termination.

Either party may terminate this Agreement with or without cause upon 30 days’ advance written notice to the other party. All outstanding payment obligations and Sections 4- and 10 of these Terms shall survive the termination of this Agreement.

  1. WARRANTY AND DISCLAIMER OF LIABILITY

7.1 Mutual Warranties.

Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

7.2 Customer Warranties.

Customer represents and warrants that: (a) Customer has all rights and permissions necessary to provide Grab with the Linking Data and any other information provided to Grab hereunder in connection with the Grab Service and Corporate Billing; (b) Customer has obtained legally-adequate consent from Proposed Users and Customer Users as necessary to provide Grab with any personal data in connection with the Grab Service and Corporate Payment Methods including Corporate Billing, (c) Customer has notified, and obtained legally adequate consent from, Proposed Users and Customer Users that Grab will provide Customer with detailed trip information for the rides charged to Customer’s account, and (d) Customer is in compliance, and shall remain in compliance during the Term of the Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.

7.3 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRAB PROVIDES THE GRAB SERVICE AND GRAB APP “AS IS“AND WITHOUT WARRANTY. GRAB DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GRAB SERVICE AND GRAB APP WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE GRAB SERVICE OR GRAB APP WILL BE UNINTERRUPTED OR ERROR FREE. GRAB HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE GRABSERVICE OR THE GRAB APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

  1. LIMITATIONS OF LIABILITY

OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL GRABOR CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF GRAB OR CUSTOMER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) TEN THOUSAND DOLLARS (SGD10,000) (OR LOCAL CURRENCY EQUIVALENT THEREOF), AND (Y) THE TOTAL FEES PAYABLE BY COMPANY TO GRAB HERE UNDER.

  1. PROPRIETARY RIGHTS.

9.1 No Publicity.

Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

9.2 Ownership.

Grab and its affiliates are and shall remain the owners of all right, title and interest in and to the Grab Service, Grab App, and Dashboard Data including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Customer or any Proposed User or Customer User in connection with this Agreement.

  1. GENERAL CONDITIONS

10.1 Governing Law.

This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the laws of Cambodia, without regard to its principles regarding conflict of laws. In the event of any litigation between the parties related to this Agreement, the parties agree to submit to personal and exclusive jurisdiction for such action to the National Commercial Arbitration Centre in Cambodia.

10.2 Notices.

Any notice required or permitted to be delivered to Customer by this Agreement shall be posted to the Customer via email or through the Grab App notification. Any notice required or permitted to be delivered to Grab by this Agreement shall be submitted via https://support.grab.com.

10.3 Force Majeure.

Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

10.4 Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.5 Assignment.

This Agreement is not transferable and may not be assigned by Customer, in whole or in part, without the prior written consent of Grab. Notwithstanding anything contained in this clause 10.5, either party may assign this Agreement without such consent, but with notice to the other, in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

10.6 Legal Fees.

In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this Agreement.

10.7 Headings.

Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

10.8 Independent Contractor.

Grab and Customer are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. Customer hereby represents that the individual clicking to accept this Agreement is authorised by Customer to bind, and does hereby bind, Customer to the terms hereof.

Annex 1 – Data Processing Agreement Linking Data

  1. PROCESSING OF LINKING DATA

1.1. Roles of Parties. For purposes of this Agreement, Grab is processor of Linking Data, and Customer is controller. 1.2. Compliance with Laws. Each Party shall, and is responsible for, its compliance with applicable Data Protection Laws in connection with the processing of Linking Data. 1.3. Limitation on Processing. Grab shall not process any Linking Data in connection with the performance of its responsibilities under this Agreement, except (1) such Linking Data as is necessary to perform such responsibilities, and solely for the purpose of performing such responsibilities (including to the extent required to satisfy legal requirements relating thereto); or (2) as otherwise instructed in writing by Customer.

  1. RIGHTS AND OBLIGATIONS OF GRAB

2.1. Audits. Upon Customer’s written request, Grab shall provide Customer, at Grab’s expense, with the results of the most recent data security compliance reports or any audit performed by or on behalf of Grab that assesses the effectiveness of Grab’s information security program, system(s), 2.2. Regulatory investigation. Grab also will assist Customer (at Customer’s expense) in the event of an investigation or audit by a supervisory authority to the extent that such investigation or audit relates to Grab’s processing of Linking Data. 2.3. Notice. Customer may issue additional instructions or amend the instructions as provided in this Agreement, when necessary, as a result of changes in or amendments to the prevailing laws and regulations governing privacy and personal data, as may take place from time to time. 2.4. Data Subject Rights. Grab shall forward any data subject request from a data subject relating to Linking Data, to Customer. Grab shall provide all reasonable cooperation necessary to fulfill a data subject request from a data subject.

  1. RIGHTS AND OBLIGATIONS OF GRAB

3.1. Grab Personnel. Grab shall limit access to Linking Data by its employees or agents (Personnel) to those Personnel who require access to Linking Data to perform their roles and responsibilities in connection with Grab’s processing of Linking Data. 3.2. Providing information. 3.3. Security and Confidentiality Measures. Each party shall take and maintain appropriate technical, physical and organisational measures to secure and maintain the confidentiality of Linking Data, and to protect Linking Data against Information Security Incidents. 3.4. Changes to Security Measures. Each party may change or supplement the measures described in the prior Section during the term of this Agreement, provided that such changes do not materially lessen the security of such measures and that such measures remain in compliance with the prevailing laws and regulations governing privacy and personal data. 3.5. Cooperation. Grab will provide reasonable cooperation and assistance to Customer as Customer may reasonably require Customer to comply with its obligations under the prevailing laws and regulations governing privacy and personal data, including in relation to data security, data breach notification, data protection impact assessments, prior consultation with supervisory authorities, the fulfilment of data subjects’ rights, and any enquiry, notice or investigation by a supervisory authority.

  1. DATA SECURITY INCIDENTS

4.1. Notice. Grab shall notify Customer as soon as is practicable upon discovering that an information security incident has occurred or is reasonably likely to occur. 4.2. Notice requirements. The notice required under Section 4.1 shall include:

(i)a description of the security breach, including the date and time the security breach was discovered; (ii)an overview of the affected Linking Data; (iii)the number of affected data subjects; (iv) expected consequences of the information security incident; and (v)a description of the measures taken by Grab to limit such consequences.

4.3. Information Security Incident Response. Grab shall provide reasonable assistance to Customer to comply with its obligations under the prevailing laws and regulations governing privacy and personal data.

  1. SUB-PROCESSORS

5.1. Obligations. Grab only sub-process Linking Data to sub-processor that have entered into an agreement that imposes obligations on the sub-processor that are no less restrictive than those imposed on Grab under this Agreement. 6.2. Compliance with Data Protection Law. Grab is responsible for ensuring the compliance of sub-processors with the prevailing laws and regulations governing privacy and personal data in connection with the processing of Linking Data.

  1. SURVIVAL

6.1. Termination and Survival. This Agreement and all provisions herein shall survive so long as, and to the extent that, Grab processes or retains Linking Data

  1. RETENTION

Prohibited Processing. Grab shall retain Linking Data for only so long as necessary to perform its obligations under the Agreement, unless otherwise required under applicable laws. Upon termination or expiration of the Agreement or earlier as requested by Customer, Grab shall deliver to Customer or destroy all Linking Data, except for such information as must be retained under applicable law.

Annex 2 – Data Sharing Agreement For Portal Data

  1. ROLES AND RESPONSIBILITIES

1.1. Roles of Parties. Each Party: 1.1.1. is an independent controller of Portal Data under the Data Protection Law; 1.1.2. will individually determine the purposes and means of its processing of Portal Data; 1.1.3. will individually inform data subjects and allow data subjects to exercise their rights under the GDPR (if applicable); 1.1.4. will inform the other Party of an information security incident; and 1.1.5. will comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Dashboard Data. 1.2. Restrictions. Section 1.1 will not affect any restrictions on either Party’s rights to use or otherwise process Portal Data under the Agreement.

  1. SCOPE

2.1. Applicable Law. This Annex 2 only applies to the extent that the Data Protection Law applies to the processing of Portal Data. 2.2. Scope. This Annex will only apply to the processing of Portal Data. 2.3. Data Processing Agreement. This Agreement will not affect any separate terms between Grab and Customer reflecting a controller-processor relationship. 2.4. Communications. Customer will send any communications or notices required under this Agreement in writing, which includes by e-mail, to privacy@grab.com and the designated contact person under the Agreement.

  1. LIABILITY

3.1. The liability of the Parties under or in connection with this Agreement will be subject to the exclusions and limitations of liability in the Agreement.

  1. PRIORITY

4.1. Conflict. If there is any conflict or inconsistency between this Annex 2 and the Agreement then, subject to Sections 4.2 (Data Restrictions) and 2.4, the terms of this Agreement will govern.