GrabMall Merchants: General Terms & Conditions and Return & Refund Policy

General Terms and Conditions for GrabMall Merchants

By using GrabMall services, You/Merchant hereby agrees to be bound by the following terms and conditions (“Agreement”) set out by MYTEKSI SDN. BHD. (“Grab”):

1.      DEFINITIONS AND INTERPRETATION

1.1.           In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:

“Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Agreement and any schedules hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time.

“Business Day” means a day where banks open for business in Malaysia.

“Commercial Terms and Conditions” means the commercial terms and conditions agreed by the Merchant which is an inseparable part of this Agreement.

“Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items.

“Content Material” means product information, text, images, and any other relevant and/or legally required information relating to the listing of products on GrabMall, including third-party and Merchant’s trademarks and other intellectual property rights-related materials.

“Delivery Partner” means partner affiliated with Grab, which provides delivery services, or other delivery services as may be applied by Grab in Grab App from time to time.

“Data Processor” means in relation to Personal Data, any person, other than an employee of the Data User, who processes the Personal Data solely on behalf of the Data User, and does not process the Personal Data for any of his own purposes.

“Data User” means a person who either alone or jointly or in common with other persons processes any Personal Data or has control over or authorizes the processing of any Personal Data but does not include a Data Processor.

“Disclosing Party” means the party from whom the Confidential Information originates and is disclosed to the Recipient.

“Effective Date” means within fourteen (14) days from the last signing date of the Commercial Terms.

“End User” means any person or entity that has made a request for Products delivery service through products delivery service through GrabMall.

“Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected Party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather, acts or omissions of persons or bodies beyond the reasonable control of the said Party, epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19) or promulgation of a statutory regulation which causes the Agreement to no longer be enforceable by either Party or both Parties, and other reasons.

“Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any licenses and permissions in connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.

“Grab App” means a mobile application that functions as an app based scheduling tool that matches an End User’s request to Delivery Partner who is available to provide the service to End User.

“GrabMall” means a service available on the Grab App that enables End Users to purchase a variety of goods online (“Products”), with delivery fulfilled by third-party delivery service providers who are partners of Grab’s Delivery Partner.

“Merchant” or “Merchant-Partners” mean a party that carries out retail business of supplying various Products.

“Personnel” means all directors, officers, employees, agents and independent contractors thereof.

“Personal Data” means data of any person who is identified or can be identified individually or in combination with other information, directly or indirectly through an electronic or non-electronic system.

“Grab Personal Data” means Personal Data which Grab, or its Affiliates discloses to the Merchant or which the Merchant processes on behalf of Grab for purposes of this Agreement.

“Retail Price” means the retail price of the Products as published on the Grab App, which shall be inclusive of Service Tax and or any other prevailing taxes, and excludes any coupons or other discounts provided by Grab to the End Users. For avoidance of doubt, Merchant agrees and authorises Grab to charge the Service Fee on the Retail Price before any coupons, discounts or any promotions, unless otherwise agreed by Parties.

“Services” shall have the meaning given to it under Clause 4.

“Service Fee” 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 “Service Attribution,” being the fee received by Grab in connection with the provision of the Grab App services to the Merchant; (ii) the implementation of “Promotion Attribution” activities, being the costs paid by the Merchant for promotional or marketing activities to End Users within the Grab App, 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’s business within the Grab App.

“Service Tax” means tax as listed in Service Tax (Amendment No.2) Regulations 2019;

“Scan-To-Order” or “STO” means a feature which allows the End Users to place an order via the GrabApp to purchase the Products directly at the Merchant’s location. STO is facilitated via a feature in the GrabApp as may be made available by Grab from time to time.

“Self Pick-Up Feature” means a self-pickup by End Users of the Products from the Merchant’s location. Self-Pickup is facilitated via a feature in the GrabApp (as may be made available by Grab from time to time) which facilitates the End Users from collecting the Products at the Merchant’s location themselves, where the End User elects to take up such self-pickup option on the GrabApp.

“Term” means the period of this Agreement as specified in Clause 3.1.

“Territory” means Malaysia and its territorial water.

“Third Party Claim” means commencement or threatened commencement of any action, suit, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at Law or in equity, made or brought by a third party (non-government).

2.      ENTIRE AGREEMENT

2.1.           This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.

2.2.           The Merchant hereby reads, understands, agrees to the applicable Terms of Service: Transport, Delivery, and Logistics as set forth in the following link: https://www.grab.com/my/terms-policies/transport-delivery-logistics/, which may be updated by Grab from time to time (The “Terms of Service”) and are deemed as integral part of this Agreement;

2.3.           The Merchant hereby reads, understands, agrees to the applicable Code of Conduct: Merchant as set forth in the following link: https://www.grab.com/my/terms-policies/code-of-conduct-merchant/ which may be updated by Grab from time to time (“Code of Conduct”) and are deemed as integral part of this Agreement.

3.      TERMS

3.1.           This Agreement shall take effect from the Effective Date  and shall continue in force until terminated in writing by either Party.

4.      SCOPE OF SERVICES

4.1.           Grab appoints Merchant, and Merchant agrees to be appointed by Grab as Grab’s partner whereby Grab is entitled to accept orders on behalf of the Merchant from End User through GrabMall (“Services”).

4.2.           The Services as provided under Clause 4.1 is limited to referring End User to the Merchant:

a.      accepting orders and payments of the Products from End User, according to the method set by Grab;

b.      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

c.      Cash on Delivery feature where the Delivery Partner and the relevant Merchant collect the payment directly from the End User.

4.3.           Grab may carry out changes to Services, or suspend the Services, without notice.

4.4.           Merchant understands and agrees that Grab may collect Service Fee (and/or any fees related to Grab services) by deducting directly from the total Retail Price of Products ordered by an End User through the GrabApp.

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, “Automatic Acceptance Flow” refers to a flow in which the Merchant will automatically receive an order from the End User, while “Manual Acceptance Flow” 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.

4.6.           In relation to Clause 4.5. above,  the Merchant acknowledges and agrees that Grab, in 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.

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

a.      Brand name – Sub District;

b.      Brand Name – Well Known Building; or

c.      Brand Name – Popular Area.

4.8.           The Merchant agrees that Grab is a technology company providing GrabMall on the Grab App, accordingly:

a.      Grab does not have any responsibility with respect to the legality of transactions occurring between Merchant and the End User and Merchant undertakes that all transactions are in compliance with the laws including any anti-money laundering regulations;

b.      Grab shall not be involved in any agreements, terms and conditions or rights and obligations between the End User and Merchant. If there is any dispute arising out of or in connection with the Products or any other dispute in relation to Merchant’s Products provided to the End User, Grab may facilitate customer services in dealing with disputes as determined by Grab’s policies, at its sole discretion.  Merchant agrees in the event of any dispute, Merchant shall be limited to 30 days calendar days from the date of the incident to appeal. Failure to raise any appeals after the 30 days calendar days period, shall not be entertained. For avoidance of doubt, Grab shall not be liable to any liability in respect to any services or Goods; and

c.      neither Grab nor its Affiliates provide any delivery or logistics services, but Grab provides a platform for Merchant to connect with Delivery Partners. As platform provider, the obligation to deliver the Products is the responsibility of the Delivery Partners. Grab endeavors on a reasonable basis to match Merchant with a Delivery Partner via the Grab App, however Grab cannot guarantee such compatibility can be done at the time Merchant wishes to be matched. Grab shall not be liable for any failure to match.

5.      PERFORMANCE OF SERVICES

5.1.           Grab’s Obligations

5.1.1        Grab shall present on the Grab App the Products offered by the Merchant under GrabMall Services, to the extent that it has been communicated to Grab.

5.1.2        Whenever an order is received by Grab, Grab will communicate the order details to the Merchant for Product preparation. Delivery Partner will collect the prepared order from the Merchant. Delivery Partner will then deliver the Product based on the order to the End User.

5.1.3        In order to maintain its reputation for quality and high standard of service, Grab reserves the right to terminate the relationship with the Merchant if the Merchant repeatedly receives bad reviews, complaints of failure to fulfill delivery orders.

5.2.           Merchant’s Obligations

5.2.1        The Merchant shall provide Grab with all information necessary to present the Merchant’s offering. This includes the Merchant’s Products, logo, images, prices, and its company identity, which for small businesses includes the owner’s full name and legal address, and for corporations includes the company name, registered address, trade name, authorized signatory and tax identification number. Relevant changes are to be communicated to Grab immediately. The Merchant is required to verify the information published by Grab and immediately point out any mistakes or inaccuracies. The Merchant shall immediately notify Grab should there be price changes. For avoidance of doubt, the Merchant’s products, logo, images, prices, and its company identity may be published on Grab App and other media means (including but not limited to twitter, facebook and Google AdWords campaign). In the event that the  Merchant does not provide information in the form of images related to the Products that are to be sold through the Grab App, the Merchant hereby authorizes Grab to upload images related to the Merchant’s Products on the Grab App.

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

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’s Intellectual Property Rights.

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 Products available to the best of its ability.

5.2.5        The Merchant guarantees that the Products provided, prepared and sold to End Users, are in good quality and safe for use. In the event any Products are spoiled, defected, broken, or which results in that will harm or disappoint the End User, Merchant will be personally responsible and/or legally liable for such incident, both material and immaterial, and release Grab from any claim related to such matter.

5.2.6        The Merchant is obligated to notify Grab in no later than 5 minutes if the Merchant is unable to fulfill an order, so that Grab can notify the End User immediately. The Merchant 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’s next remittance . Repeated “out-of-stock” cancellations may result in Grab’s right of temporary suspension or termination of this Agreement.

5.2.7        The Merchant guarantees that the Products offered are of high quality and their storage, production and preparation comply with all relevant safety regulations. If any violations are found by the relevant authorities, the Merchant must notify Grab immediately.

5.2.8        The Merchant guarantees that it possesses all licenses required by prevailing laws and regulations and that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to its business operations.

5.2.9        The Merchant guarantees to take great care to keep up-to-date its range of Products, prices and associated terms and conditions, which shall include the Merchant’s:

a.      logo, images, prices; and

b.      company identity (which for small businesses includes the owner’s full name and legal address, and for corporations includes the company or trade name), registered address, point of interest data relating to the business including latitude and longitude and place name of business, business contact phone number, business e-mail address and business website, trade name, authorized signatory and tax identification number (“Business Listing Data”), (collectively, “Data”).
Relevant changes to the Data are to be communicated in writing to Grab immediately of any such changes and/or be self-updated accordingly as applicable by the Merchant. The Merchant is required to verify the Data and other information published by Grab and shall immediately notify Grab in writing of any mistakes or inaccuracies and shall self-update the Data accordingly as applicable. For avoidance of doubt, the Data may be published on Grab App and other media means (including but not limited to twitter, facebook and Google AdWords campaign).

5.2.10      Pay the Service Fee to Grab in accordance to the method set by Grab.

5.2.11      Provide a reasonable penalty fee if such Service Fee is not paid according to the due date.

5.2.12      The Merchant acknowledges and agrees that Delivery Partner may batch several orders for trip efficiencies (where applicable).

5.2.13      The Merchant agrees that the Self Pick-Up Feature and STO shall apply to all Products and the Merchant shall do all things necessary or desirable to give full effect to the Self Pick-Up Feature and STO at all of the Merchant’s premises listed under the Commercial Terms and Conditions.

5.2.14      For the avoidance of doubt, the Service Fee in respect of each retail Product via the Self Pick-Up, STO, and/or other features as may be offered by Grab from time to time (unless otherwise agreed between Grab and MERCHANT) shall be the same Service Fee as stated in the Commercial Terms and Conditions. If the Commercial Terms and Conditions do not specify a Service Fee percentage specifically for the Self Pick-Up, STO Features and/or other features as may be offered by Grab from time to time, then the Merchant agrees that the applicable Service Fee is the Service Fee determined for the delivery feature as specified in the Commercial Terms and Conditions.

5.2.15      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.

5.2.16      Merchant is responsible for ensuring that every product delivered to Driver Partners originates from a valid GrabMall transaction and for verifying the accuracy of the order type and delivery service before the product is handed over to the Driver Partner. For the avoidance of doubt, once the Merchant has handed over the product to the Driver Partner, Grab shall bear no responsibility or liability for any loss, damage, or dispute arising from the Merchant’s 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 and/or performed by driver partners other than driver partners for GrabMall services.

5.2.17      Merchant represents and warrants that all Products listed on GrabMall are genuine, authentic, and not counterfeit. Merchant shall, upon Grab’s 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 three (3) business days of a request by Grab shall be considered a material breach, shall result in immediate suspension of the Merchant’s ‘ ‘Tile’ access on the Grab App and/or any Grab platform, as well as allowing Grab to immediately terminate this Agreement and seek full indemnification for any resulting legal or reputational damage.

5.2.18      To install, stick up or post “Grab” collaterals (wobblers, stickers at the door/receptionist table or other form of collateral for the purpose of these Commercial Terms).

5.2.19      Adhere to: (i) Grab’s  returns and refunds policy, 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’s access to the “ Tile” on the Grab App and/or any Grab platform in the event that the Merchant fails to meet quality standards.

5.2.20      To cooperate with Grab in responding to any demand or claim by an End User regarding the condition of the Product that is found to be in violation of the Merchant’s obligations set out in this Article 5.

5.2.21      Merchant is required to install any equipment reasonably required by Grab for Merchant to receive orders for Products (including, without limitation, a tablet, or other automated, electronic means of receiving orders) (“Order Equipment”). Any Order Equipment provided by Grab or any authorised partner of Grab will remain Grab’s or such Grab’s authorised partner’s sole property and shall be used solely for purposes related to fulfilling Merchant’s responsibilities under this Agreement. Merchant agrees to use any security procedures or protocols or access credentials as requested by Grab. 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 or Grab App. Grab may restrict or rescind Merchant’s right to use the Order Equipment or Grab App at any time. 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 Merchant (at the replacement cost thereof). Grab may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from payments made to Merchant under this Agreement.

5.2.22      The Merchant shall auto-accept any and all orders created by the End User.

5.2.23      The Merchant represents and warrants to Grab that it is the owner or has lawful rights with respect to the use of marks concerning the Products and the Content Materials and that it 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.

5.2.24      Halal Compliance

(a)     Verification of Halal Certification: Grab does not undertake the verification of the validity and authenticity of Halal certifications. It is the sole responsibility of the Merchant to check and ensure that their Halal certification is valid and authentic. Grab relies on the information provided by Merchant regarding their Halal status and does not independently verify this information.

(b)     Maintenance, Update, and Renewal of Halal Certification: It is the Merchant responsibility to maintain, update, or renew their Halal certification. In the event Merchant fails to maintain, update, or renew their certification, it is deemed the Merchant’s fault. Grab is not responsible for ensuring that a Merchant Halal certification is current and valid.

(c)      Notification of Certification Changes: Merchant must inform Grab of any variations to Halal certification, including but not limited to the change in terms, updates, or expiration of the certification. Notification must be provided to Grab, 30 days before any variations to the certification and within 24 hours if the Merchant fails to renew their certification. Grab will not be liable for any incorrect and misrepresented information relating to the Halal certification.

(d)     Assumption of Complete Halal Process: When a Merchant declares their outlet as Halal certified, Grab assumes that the entire process, from sourcing of the product to the point of preparation, adheres to Halal standards as defined by the Merchant’s Halal certification. This encompasses all aspects of preparation, handling, and serving of products.

(e)     Specificity of Halal Certification: A Halal label at a Stores/ Outlet on the Grab platform indicates that the specific named outlet has obtained a Halal certification approved and issued by respective state Islamic religious department and JAKIM or another recognized Halal certification body. This certification is outlet-specific, underscoring that Halal compliance is tied to the particular Stores/ Outlet rather than the restaurant chain or brand at large. Merchant are required to provide and maintain valid Halal certification for each outlet they declare as Halal certified on the Grab platform. This ensures that the Halal integrity from sourcing to preperation is maintained according to the specific standards set forth in the certification.

a.        Grab’s Right to Verify: Although the onus is not on Grab to verify  he status and validity of a Merchant’s Halal certification, Grab reserves the right to conduct periodic checks on the Halal status of merchants through the MyHalal portal or any other authoritative source. Merchants are expected to keep proper records and ensure their compliance is accurately reflected in the MyHalal portal or equivalent authoritative sources. Grab has full discretion to remove a Merchant’s Halal status on Grab Platform if it is not accurately reflected in these sources.

(f)       Merchants affirm their commitment to maintaining their Halal certification and compliance as per the standards required. Furthermore, Merchants shall indemnify and hold Grab harmless from any claims, damages, liabilities, costs, and expenses, including legal fees, arising from or related to the merchant-partner’s Halal certification, including but not limited to claims from authorities, users, or any third parties. Grab reserves the right to take necessary actions, including the removal of merchants from the platform, should these terms not be adhered to.

5.2.25      The Merchant hereby agrees and undertakes:

a.      The Products are of merchantable quality, fit for their purpose, free from defects and strictly confirm to their listed specifications;

b.      the Products and their offer for sale are not prohibited 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;

c.      It 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;

d.      it 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;

e.      it will not, directly or indirectly, sell counterfeit, “replica” and name brand “knock off’ products or products violating any Intellectual Property Rights;

f.       it 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;

g.      it shall list items as ‘Out of Stock’ on the Order Equipment immediately upon knowledge;

h.      It shall only sell alcoholic beverages to individuals above 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

i.       It 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.

6.      SERVICE FEE AND ANY PAYMENT OBLIGATION

6.1.           In consideration to Grab’s provision of Services under this Agreement, the Merchant shall pay Grab the Service Fee. GrabMall may utilize various delivery models, including “Standard Delivery” (warehouse-to-consumer) or “Same-day Delivery” (store-to-consumer). The specific Service Fees for each structure will be detailed in the Commercial Terms and Conditions.

6.2.           Merchant agree to pay any and all costs and expenses in connection with any payment obligation to Grab (including but not limited to promo and campaign) in the manner as Grab may specify from time to time (including but not limited to deduct from your daily transaction in GrabApp, to pay for your liabilities and/or outstanding obligation to Grab or its affiliates), either via Grab’s account or other accounts or payment channels appointed by Grab, which are intended to make payments for such payment obligation to Grab.

6.3.           The Merchant hereby agrees to pay and bear any costs (if applicable) such as admin/transfer fees or other fee, in connection with the transfers made by other accounts or payment channels appointed by Grab, which are intended to make payments to Merchant’s personal account. The Merchant acknowledges and agrees that by participating in specific programs offered by Grab, the Merchant shall be subject to pay a processing fee in the form of Merchant Discount Rates or ‘MDR.’ The exact amount of this processing fee will be determined by the relevant payment system service provider.

6.4.           Payment by End User to Merchant-Partner: Merchant acknowledges and confirms that the End User shall pay Merchant for the orders placed through GrabMall the Retail Price, immediately upon the order for the Products being fulfilled and ready for delivery, collection via Self Pick-Up or payment via Scan To Order (as the case may be) (a “Confirmed Order”) by Card (such payment method, the “Immediate Payment Method”).

6.5.           Remittance to Merchant (Immediate Payment Method): Payment of the Retail Price for orders placed through the GrabMall service shall be collected by Grab from End Users and remitted to the Merchant, after deduction of the Merchant Fees (“Products Payment”), through Grab or its affiliates’ bank accounts, payment channels, or any other account or payment channel appointed by Grab, no later than three (3) business days following the date of receipt of the order. The Merchant grants Grab explicit authorization to hold, defer, offset, or apply any funds, balances, revenues, or deposits held or credited within any account to settle any outstanding sums due to Grab, its Affiliates, or End Users. Adjustments to the Products Payment (if any) shall be remitted by Grab to Merchant-Partner on a weekly basis.

6.7.           Grab may delay, suspend or cancel any remittance to the Merchant-Partner in the event the Merchant-Partner breaches any term of the Agreement, and in the event there are any remittance made to the Merchant-Partner, such remittance shall not in any way be considered as a waiver of Grab’s rights.

6.8.           In the event Grab determines the Merchant-Partners action and or performance in connection to the Agreement are likely to result or have resulted in End User’s disputes, chargebacks or other third party claims, or if there are any sums owed by the Merchant-Partner to Grab, Grab shall be entitled at its sole discretion, to withhold any amount of the Goods Revenue for the longer term of (i) Minimum Suspension Period; (ii) the completion of investigations regarding Merchant-Partners actions or performance; or (iii) the resolution of a dispute.

6.9.           Grab reserves the right to impose limits on orders or transaction values to an End User and Grab shall not be liable if i) Grab does not proceed with an order that would exceed the limit; ii)  Grab allows an End User to cancel on orders on the Grab App; or iii) or Good are unavailable following the commencement of a transaction.         

6.10.        Payment/Remittance Method: All payments and remittances under this Agreement shall be affected through such payment/remittance arrangements as may be separately agreed between Grab and Merchant-Partner, such as GrabPay (if applicable).

6.11.        The Merchant acknowledges that if the Commercial Terms and Conditions specify that the Service Fee is inclusive of Service Tax, and in the event of an increase in the Service 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. The Merchant is not allowed to charge any Service Fee and any charges which is not shown on the Grab App to the End User.

6.12.        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 Merchant’s 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’s Affiliates, whether such obligation be present or future, actual or contingent, primary or collateral and several or joint.

6.13.        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)  Grab allows an End User to cancel on orders on the Grab App; or iii) or Products are unavailable following the commencement of a transaction.

6.14.        In the event that Grab determines that the Merchant’s 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 60 days, or until the completion of investigations relating to the Merchant’s actions or performance or the resolution of the relevant dispute, whichever is later.

7.      OWNERSHIP AND RIGHTS

7.1.           Each Party warrants that it is the legal licensee of all Intellectual Property Rights used under this Agreement and free from any infringement or violation of any third party ownership or intellectual property rights and no other party will claim to have the same ownership of such Intellectual Property Rights.

7.2.           All reports, specifications, other similar documents compiled or prepared in the course of this Agreement, including documents, materials produced in respect of the Services and any derivation of any Intellectual Property Rights granted by any Party, pursuant to Clause 7.1, shall be the absolute property of such Party throughout their preparation and at all times thereafter. For the avoidance of doubt, the Intellectual Property Rights subsisting in all reports, specifications and other similar documents set out in this clause shall at all times remain vested in the relevant Party.

7.3.           Each Party warrants that it will not use any other Party’s trademark for any marketing activities, including but not limited to promotional activities without prior written consent from the other Party and unless it is conducted based on this Agreement.

7.4.           Merchant hereby grants to Grab and its affiliates a worldwide, perpetual, royalty free, irrevocable, freely sub-licensable, non-exclusive licence to use, modify, translate, reverse engineer, disassemble, reconstruct, decompile, merge, compile, copy, or create derivative works of Business Listing Data related to point of interest, including latitude/longituge, address, place name and other point of interest data in relation to any business activity of Grab and its affiliates. Notwithstanding any of the foregoing, the Merchant agrees that any and all intellectual property rights in and to any work(s) or material(s) in whatever form or medium as may be created, authored, developed or otherwise produced by Grab using the licensed Business Listing Data shall be vested solely and entirely in Grab. For the avoidance of doubt, the  Merchant shall provide any such assistance as may be required by Grab and its affiliates to substantiate and perfect Grab’s or its affiliates’ ownership, right, interest and title to the said intellectual property rights.

7.5.           Notwithstanding any other provisions, Grab and its affiliates (“Grab Group”) 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 the Grab Platform, via any lawful means or channel as Grab Group deems appropriate, without requiring any further approval from the Merchant, provided that the Merchant’s prior approval shall be obtained where any advertising fee is payable by the Merchant.

8.      COSTS AND STAMP DUTY

8.1.           All costs incidental to the preparation and completion of this Agreement, including legal costs (if any) and the stamp duty shall be borne by the Merchant, unless mutually agreed otherwise in writing. 

9.      REPRESENTATIONS AND WARRANTIES

9.1.           Either Party warrants that each Party has entered into this Agreement in full reliance of the following representations and warranties:

9.1.1.       each Party has the capacity and power to enter into and perform and comply with the each Parties obligation under this Agreement;

9.1.2.       this Agreement is a valid and binding obligation and enforceable against each Party in accordance with the terms hereof;

9.1.3.       each Party’s execution of and/or performance of or compliance with its obligations under this Agreement do not and will not violate (i) any laws to which each Party is subject or (ii) any agreement to which each Party is a party or which is binding on each Party or each Party’s assets;

9.1.4.       each Party is not in default of any agreement to which each Party is bound which may materially and adversely affect each Party financial condition or each Party ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, investigations, litigation or arbitration pending or threatened against each Party which may have a similar or analogous effect;

9.1.5.       each Party complies and owns all mandatory licenses under each Party applicable law in its applicable jurisdiction and each person who represents and binds each Party to this Agreement is authorized to represent and to bind each Party;

9.1.6.       each Party agrees to comply with prevailing tax laws and regulations, including to give consent to other parties for tax reporting obligations to the tax authority as required or obliged by the regulation or by the tax authority; and

9.2.           Either Party warrants that the representations and warranties in this Clause 9 shall continue to be true for so long as this Agreement subsists, and each Party will bear the risk respectively and legally be processed if in the event the representation and warranties stated herein are proven to be incorrect or untrue. All Service Fee remains outstanding and shall promptly notify each Party in the event any of the aforementioned representations or warranties is incorrect or become untrue in any way or form.

10.   TERMINATION AND SUSPENSION

10.1.        Either Party may terminate this Agreement in the event of a material breach by the other Party of this Agreement if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.

10.2.        Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.

10.3.        At any time, Grab may, at any time, with or without giving written notice to Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:

a.      Merchant breaches or does not comply with this Agreement or any policies pertaining to this Agreement;

b.      Grab suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees and/or its agents;

c.      Merchant repeatedly receives bad reviews from End Users or complaints of failure to fulfill Products orders;

d.      Merchant is in violation of any Product safety or other regulations relating to the implementation of retail business; and/or

e.      Merchant’s account has been found to be inactive for a certain period of time or considered to be “dormant” as stipulated in the Code of Conduct.

For avoidance of doubt, any suspension of Service shall not result in termination of this Agreement, the provision of which shall remain applicable.

10.4.        At any time, either Party may, upon giving written notice to the other Party, immediately terminate this Agreement, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations under this Agreement.

10.5.        The termination of this Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.

11.   INDEMNITY

11.1.        The Merchant agrees to defend, indemnify (and keep indemnified) and hold harmless Grab, its assets (application, etc) subsidiaries, Affiliates, agents, directors, officers, employees and/or assignees, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable attorneys’ fees), arising in relation to matters outside Grab’s control, including but not limited to the quality and/or safety of the Products. The Merchant further indemnifies Grab from Third Party Claim resulting from any violation of laws and regulations by the Merchant.

11.2.        Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.

11.3.        Grab cannot guarantee that its Services will be free from any malfunctions, but will exercise all reasonable endeavour to resolve any such case.

11.4.       Grab App, GrabMall and the Services are provided on an “as is” 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 the Grab App, GrabMall and the Services will meet Merchant’s 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 and GrabMall 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 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 the Grab App, GrabMall 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 laws. Any link found on Grab App is provided for Merchant’s 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.

11.5.        To the fullest extent permitted by the laws, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Grab and Grab’s affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to Merchant and anyone claiming by or through Merchant, for any and all claims, losses, costs or damages, including attorneys’ 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 RM5,000 (whichever lower) provided always, the maximum liability of Grab towards Merchant will be capped to RM10,000. 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.

12.   CONFIDENTIALITY

12.1.        Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under this Agreement), any Confidential Information disclosed, made available or otherwise provided to the Receiving Party by or on behalf of the Disclosing Party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.

12.2.        The Receiving Party may disclose Confidential Information to:

12.2.1.     its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and

12.2.2.     its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.

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

12.4.        By registering for and using the GrabMall 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’s business activities (including but not limited to Business Activity Data). Such disclosure and processing may be carried out to and with Grab’s affiliated companies and/or third-party service providers (e.g., agents, subcontractors, vendors, professional advisors), for the purposes of providing GrabMall Services, marketing activities, product development, and/or other purposes set out in Grab’s Privacy Notice.

13.   PERSONAL DATA

13.1.        Both Parties herewith shall comply with their respective obligations as the Data User and the Data Processor as required under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.

13.2.        To the extent applicable, the Merchant represents and warrants that:

a.      Merchant shall use, disclose, store, retain or otherwise process Grab Personal Data solely for the purposes of performing its obligations under this Agreement. Without prejudice to the generality of the foregoing, Merchant shall not use Grab Personal Data for direct marketing purposes;

b.      Merchant agrees to access Grab Personal Data provided to the Merchant by Grab for the purposes of performing its obligations under this Agreement solely by using the Order Equipment or such other tools provided by Grab. Merchant shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by Grab;

c.      Merchant shall protect Grab Personal Data against unauthorised or accidental access, collection, use, disclosure and destruction, and ensure that security measures are implemented to give such protection; and

d.      Merchant shall notify Grab in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of it becoming aware of or suspecting that any of the events referred to in sub-clause (c) above has occurred and shall immediately take all necessary steps to remedy the event and prevent its recurrence.

14.   FORCE MAJEURE

14.1.        Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19), natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of this Agreement.

14.2.        If one of the Party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.

14.3.        If the Party, who is suffering, does not or neglects to notify the other Party hence all lost, risks and consequences which may arise shall be the burden and responsibility of the Party who suffered from such Force Majeure.

14.4.        If the event of Force Majeure continues for a period exceeding 60 (sixty days) calendar days and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by written notice to the other Party hereto.

15.   SEVERABILITY

15.1.        The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.

15.2.        If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their reasonable endeavors to agree amendments to this Agreement so as to comply with such judgment or order.

16.   VARIATION

16.1.        Grab reserves the right to amend the terms of this Agreement from time to time, in such manner as Grab deems fits, including but not limited to an electronic google form, email, addendum, or supplementary agreement and such changes will be notified to the Merchant in writing or by publication thereof or by any other means as Grab may select. Any changes to the terms and conditions will be deemed to be accepted by the Merchant unless the Merchant notifies Grab of any objection in writing within two (2) weeks of the date that Grab informs the Merchant or sends the Merchant notification. Such amendment shall constitute an integral part of this Agreement.

16.2.        Any terms and conditions of the Merchant are not part of this Agreement unless Grab expressly agrees to adhere to them in writing.

17.   ASSIGNMENT

17.1.        Grab may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its Affiliates which can sufficiently execute the obligations under this Agreement.

18.   NOTICES

18.1.        All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by email, prepaid registered post or by fax as specified in the Commercial Terms and Conditions.

18.2.        If 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.

18.3.        Any such notice, demand or communication shall be deemed to have been duly served:

18.3.1.     in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;

18.3.2.     in case of a notice transmitted by facsimile, on the day of transmission as evidenced by receipt of transmission from the sender’s machine (transmission report) stating that the communication has been sent in full without error and received by the recipient;

18.3.3.     in case a notice sent by registered post, 3 days after posting;

Provided that, any notice given in accordance with the above but received on a day which is not a business day or received after normal business hours at the place of the recipient shall be deemed to have been duly received on the next business day.

18.4.        Grab may offer promotional activities of GrabMall services. To facilitate and expedite all communications and agreements between the Parties related to the promotions the Parties hereby agree that any correspondence, responses, and approvals for promotional activities will be conducted solely through the specified email format as outlined in the Commercial Terms and Conditions.

19.   MULTI-ENTITY ACCESS LEVEL

19.1.        The Merchant acknowledges and agrees that Grab may offer a Multi-Entity Access Level program through the Merchant’s registered email listed in the Commercial Terms and Conditions. The offer will be sent via the Grab email format as outlined in the Commercial Terms and Conditions.

19.2.        Either Party’s approval provided in connection with the Multi-Entity Access Level that the Parties have agreed through the above mentioned email shall constitute as a written agreement between the Parties. The Merchant hereby releases Grab from all prosecution, claims and losses in the event that the Merchant entered into a promotional agreement through an inappropriate email address outside of the one detailed above.

20.   PRODUCT DATA ENRICHMENT AND THIRD-PARTY TOOLS

20.1.        The Merchant hereby expressly authorizes Grab (and its affiliates) to utilize proprietary or third-party automated tools, artificial intelligence, and data enrichment services to supplement, modify, or “enrich” the product information, descriptions, tags, and attributes (collectively, “Enriched Data“) provided by the Merchant on the Grab App. The purpose of this enrichment is to enhance End User experience and improve searchability.

20.2.        Grab may notify the Merchant of any significant updates or Enriched Data applied to their product listings via the Merchant App, email, or other official communication channels and the Merchant agrees to be subject to the following conditions:

a.      The Merchant shall have seven (7) business days from the date of such notice (the “Review Period“) to object to or correct any Enriched Data.

b.      If the Merchant does not provide a written objection or manually correct the Enriched Data within the Review Period, the Merchant is deemed to have reviewed, verified, and adopted such Enriched Data as their own. Consequently, such Enriched Data shall be treated as “Merchant Data” as defined under Article 5.2.10 above and the Merchant represents and warrants that such Data is accurate, complete, and not misleading.

20.3.        Notwithstanding any other provision in this Agreement, the Merchant agrees to indemnify, defend, and hold harmless Grab, its directors, officers, and employees from and against any and all claims, costs, damages, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

a.      Any End User claims or regulatory actions resulting from inaccuracies, errors, or omissions in the Enriched Data once the Review Period has lapsed;

b.      Any allegation that the Enriched Data (as adopted by the Merchant) infringes upon the intellectual property rights of a third party; and

c.      Any health, safety, or dietary claims arising from Enriched Data that the Merchant failed to correct during the Review Period.

20.4.        The Merchant acknowledges that Grab provides enrichment tools on an “as-is” basis and the ultimate responsibility for the accuracy of product representations on the GrabApp rests solely with the Merchant.

21.   RETURNS, PHYSICAL LOGISTICS AND REFUNDS POLICY

21.1.          Merchants shall comply with Grab’s Returns, Physical Logistics and Refunds Policy (“Returns and Refunds Policy”) as set out under the Policy included herein.

21.2.          Notwithstanding Clause 16.1, Grab may vary and amend the terms of the Returns and Refunds Policy from time to time (including but not limited to the refund and return procedures as provided therein) with or without advance notice to Merchants.

22.   GOVERNING LAW & DISPUTE SETTLEMENT

22.1.        This Agreement is governed and construed under the laws of Malaysia.

22.2.        The Parties agree to make every effort to settle amicably any dispute, controversy or claim arising under or relating to this Agreement through good faith negotiations. If the Parties fail to reach a settlement within thirty (30) days (or other period as mutually agreed by the Parties) from the date that the dispute, controversy or claim first arose, this Agreement shall be referred to the Asian International Arbitration Centre (“AIAC”), in accordance with the Rules of the AIAC 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 the AIAC in accordance with the Rules. The seat and venue of the arbitration shall be Kuala Lumpur, 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.

23.   ANTI BRIBERY AND CORRUPTION

23.1.        Each Party is committed to conducting its business in an ethical manner and expects all its employees and parties with which it has a contractual relationship to conduct themselves with high ethical standards and to comply with applicable laws and regulations relating to anti-corruption, including but not limited to, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and the laws and regulations where each Party resides (“Anti-Corruption Laws”).  The Merchant shall review and comply with Grab’s Anti-Bribery and Corruption Policy and/or any other relevant rules provided by Grab.

23.2.        Each Party represents and warrants that, to the best of its knowledge, neither it nor any person who (by reference to all relevant circumstances) performs services or acts for or on its behalf in any capacity (including, without limitation, employees, agents, related corporations, and subcontractors) (“Representatives”) has contravened, or procured or encouraged third parties (including, for the avoidance of doubt, the employees or any person acting on its behalf) to contravene Anti-Corruption Laws in connection with the Agreement.

23.3.        The Merchant covenants that it has not and shall not, in all activities in connection with the performance of this Agreement, directly or indirectly, offer or pay, promise to pay or authorize such offer or payment of any money or anything of value to any individual, including a government official, for the purpose of influencing, inducing or rewarding any act or omission of an act to secure an improper advantage or to improperly acquire or preserve or obtain business. The Merchant shall not instruct, cause or permit any third party to violate the conditions set forth in this Clause 23.3 on behalf of the Merchant-Partner or Grab.

23.4.        The Merchant shall immediately notify Grab if, any person employed by Grab or acting on Grab’s behalf or any of Merchant’s Representatives, has contravened or attempted to contravene any Anti-Corruption Laws in connection with the Agreement, and shall take adequate steps to protect the interests of both Grab and Merchant. All notices to Grab in this regard should be sent to the following email address whistleblowing@grab.com or via filling up the following http://go.grab.com/wb.

23.5.        Grab shall be entitled to terminate this Agreement forthwith if the other party or any of its Representatives has contravened or attempted to contravene any Anti-Corruption Laws, whether in connection with the Agreement or otherwise. Such termination shall be without prejudice to Grab other rights and remedies whether under the Agreement or otherwise.

23.6.        The Merchant agrees to keep accurate books, accounts, records, contracts, invoices and accompanying documentation (collectively, hereinafter “Documents”) in connection with the transaction(s) contemplated by this Agreement and in connection with any other business transactions involving the Parties. Grab reserves the right to audit the Documents by itself or by outside auditors acting on Grab’s behalf, upon notice. The Merchant-Partner agrees to fully cooperate in any such audit.

23.7.        Grab may terminate the Agreement, or suspend or withhold payment effective immediately upon written notice to the Merchant-Partner if it has a good faith belief that the Merchant has breached, or has caused a breach of this Clause 23 Grab will not be liable for any claims, losses, or damages arising from or related to failure by the Merchant-Partner to comply with this Clause 23 or related to the termination of the Agreement under this Clause 23. The Merchant shall indemnify and hold Grab harmless against any such claims, losses, or damages.

Return and Refund Policy for GrabMall Merchants

This Policy forms part of and is to be read together with the Grab Marketplace Agreement or GrabMart Marketplace Agreement and any additional terms that apply to your use of the Platform service (together, the “Agreement”). Notwithstanding the variation clause stated in the Grab Marketplace Agreement / GrabMart Marketplace Agreement, Grab may vary and amend the terms of this Policy from time to time (including but not limited to the refund and return procedures) with or without advance notice to the Merchant-Partner; where applicable or permitted by the applicable law or regulation, such updates do not necessitate the Merchant-Partner’s formal agreement. For avoidance of doubt, this Policy applies to all Merchant-Partners utilizing Grab’s Platform. In the event of any conflict or inconsistency between the terms of this Policy and those of the Grab Marketplace Agreement / GrabMart Marketplace Agreement, Merchant-Partners acknowledge and agree that the stipulations set forth in this Policy shall take precedence.

RECITALS

●      WHEREAS, Grab serves as the operator of the Platform, which enables Consumers to purchase Products offered and sold by Merchant-Partners;

●      WHEREAS, Grab has established a standardised return and refund framework applicable to transactions conducted through the Platform, with the objective of providing clarity and consistency in the handling of return and refund requests;

●      WHEREAS, each Merchant-Partner agrees to be bound by this Policy as a condition of its participation in, and access to, the return and refund processes made available through the Platform.

NOW, THEREFORE, the parties agree as follows.

1.     Definitions

“Policy” means this Merchant Return and Refund Policy agreement, including any subsequent updates, amendments, or schedules published by Grab.

“Merchant-Partner (s)” means any third-party seller or retail partner utilizing the Platform to list, market, sell, and fulfill products to Consumers.

“Consumer(s)” means an end-user who accesses the Platform and places an order to purchase Products offered and sold by a Merchant.

“Platform” means Grab’s proprietary marketplace, mobile applications, and e-commerce software platforms through which Merchant-Partners list Products and Consumers transact.

“Product / Products” means the retail goods, merchandise, or physical items offered, sold, and fulfilled by a Merchant-Partner via the Platform.

“Grab Marketplace Agreement” / “GrabMart Marketplace Agreement” means the Commercial Terms and Conditions and the General Terms and Conditions established between the Merchant and Grab governing the Merchant’s overall participation on the Platform.

“Clause” means the specific numbered sections, subsections, or structural clauses contained within this Policy.

“Stock Keeping Unit” or “SKU” means the unique alphanumeric identifier used to track a specific item, variation, or product type listed on the Platform.

2.     Purpose and Scope

The primary objective of this Policy is to establish a comprehensive and standardised return and refund framework for the Platform, enhancing the Consumer experience through clear, predictable outcomes while upholding Merchant fairness.

3.     Eligible Reasons and Refund Determination

(a) Merchant-Partners acknowledge and agree that a Consumer may initiate a return or refund request through the Platform for the following reasons, including but not limited to, and subject to the applicable requirements determined by Grab from time to time:

●      Undelivered Product: The Product is not received by Consumer even with a “delivered” status or the delivery timeline has been exceeded;

●      Unauthorized Access: The Product package shows signs of being tampered with or mishandled by third parties during transit;

●      Compromised Packaging: The external packaging is visibly crushed, wet, torn, or dented;

●      Physical Damage: Products have arrived in a broken, scratched, or dented state, including instances of spillage;

●      Incomplete Product: One or more Products, essential components, accessories, or free gifts which part of the order are missing;

●      Incorrect Product: The delivered Product does not correspond to the order placed, including discrepancies in model, size, color, specification, or SKU;

●      Functional Defect: The Product is inoperable or fails to perform its intended function;

●      Expired Product: The provided Product has already passed its expiration date or ‘best before’ date at the time of arrival;

●      Counterfeit Products: The Product is determined to be non-genuine or an unauthorized replica;

●      Description Mismatch: There is a significant deviation between the Product received and the listings specifications or images displayed on the Platform;

●      Other Consumer-related Reasons as determined by Grab from time to time.

(b) Merchant-Partners agree that Grab reserves the sole and absolute discretion to:

(1)   determine whether a return or refund request is eligible, including establishing, applying, and interpreting the criteria for return eligibility, refund eligibility, or direct refund approval;

(2)   decide if a refund requires the physical return of the Product or if a direct refund (without requiring return) is appropriate, depending the nature of the claim, the category of the Product, and operational considerations; and

For example: Products that are classified as non-returnable that cannot be sent back to Merchant-Partners. Such Products may qualify for a direct refund where the Merchant is found responsible.

(3)   determine Products that fall under the non-returnable categories from time to time.

For the avoidance of doubt, Products classified as non-returnable may nonetheless qualify for a direct refund where Grab determines that the Merchant bears responsibility for the issue giving rise to the refund request.

(c) Return and refund eligibility also applies to promotional Products bought with promotional discounts. However, Products provided as complimentary gifts without specific purchase requirements.

(d) Certain perishable or non-perishable Products that upon being opened, used, or unsealed by the Consumer may be deemed as a safety or hygiene hazard towards the Merchant-Partner and/or third-parties are herein deemed Hygiene-Sensitive or Safety-Critical. Products that are deemed Hygiene-Sensitive or Safety-Critical cannot be returned if they have been opened, used, or unsealed.

(e) Change of mind, buyer’s remorse, or cancellation due to a change of preference is not an eligible return or refund reason under this Policy, unless required by relevant laws and regulations or expressly made available in the Grab Platform.   

4.     Rejectable Returns (Post-Approval Quality Check Inspection)

(a) Conditions of Rejectable Returns: A return is rejectable, if any of the following conditions apply:

(i)         Product Mismatch: Returned Product does not align with the purchased Products in terms of SKU, model, size, color, material, or version, and/or contains missing, damaged, or altered serial numbers, security seals, tags, factory packaging, or original labels.

(ii)        Functional Failure or Damage: Returned Product is not in working or good order (except for claims involving defects, expiration, counterfeits, or transit damage).

(iii)       Shortage in Quantity: The number of Products returned is less than what was ordered, despite the Consumer requesting a total refund for the entire transaction.

(iv)       Non-compliant or Incomplete Substitutes: The Consumer returns irrelevant third-party products, used substitutes, counterfeits, or damaged Product not originally sold  by the Merchant instead of the actual ordered Products.

(v)        Void Shipments: The Merchant receives Products that are completely empty, filled only with packing/padding materials, or consist entirely of unrelated personal belongings instead of the specific Product ordered.

(vi)       Hygiene-sensitive or Safety-Critical: The Merchant receives an opened, used, or unsealed Product that is determined as hygiene-sensitive or safety-critical.

(vii)      Omission of Essential Components & Bundles: The Consumer retains essential original matching components, bundled official accessory sets, or warranty cards that came with the original order, failing to return them alongside the main products.

(viii)    Insufficient or Inconclusive Evidence: Based on Grab’s investigation and validation, the Consumer’s claim cannot be processed because the required photo or video evidence was either not provided or did not meet our verification standards. This includes but not limited to evidence that is low quality: Blurry, dark, or failing to clearly show the product or defect; or altered or misrepresented: Edited, enhanced, or generated using software or AI tools.

Grab reserves the right to determine other conditions under which a rejection is permitted, subject to its investigation and applicable laws and regulations. 

(b) Quality Control Procedures for Returned Products: Upon receipt of returned Products, Merchant-Partners are granted a 48-hour window to perform quality control to determine whether the returned Product is acceptable for a refund or not. Refund claims may be denied during this period if any conditions in this Clause 4 are applicable. Grab will then investigate the Merchant’s rejection and the provided evidence to issue a final decision on the refund dispute. 

5.     Direct Refund Thresholds

a.      To streamline the refund process, Merchant-Partner agrees that Grab may determine direct refund thresholds; a Product value limit that determines whether a Product is eligible for an automatic refund without a return.

b.      For any claim where the total Product value (unit price multiplied by quantity) falls within this limit, automated refund processing will be triggered upon the Consumer’s request.

c.      Requests exceeding the designated threshold are subject to a formal Merchant approval before the refund can be finalized.

6.     Return Shipping Costs

(a) Costs Charged to the Merchant-Partner:

Return shipping costs will be charged to the Merchant-Partner for successful returns arising from the Merchant-Partner’s negligence, including but not limited to defective Products, wrong and/or improper packaging,  handling incorrect product,  and other merchant-related issues.

(b) Costs Not Charged to the Merchant:

Merchant-Partners will not be liable for return shipping fees under the following circumstances:

●      unsuccessful delivery of the returned Product;

●      damage to the returned Product resulting from logistics errors during transit;

●      returns categorized as consumer-related reasons, in which case the Consumer shall be responsible for such costs;

●      instances where the Merchant elects to provide a refund without requiring the physical return of the Product.

(c) Costs Borne by Grab:

●      Grab may, at its absolute discretion and on a case by case basis, offer a temporary subsidy to cover return shipping costs. Any such subsidy:

○      does not create a continuing obligation;

○      does not constitute a waiver of Grab’s rights, and

○      shall not be construed as establishing any precedent.

The duration of such a subsidy remains entirely at Grab’s discretion.

●      Grab will assume responsibility for return shipping costs in the event of :

○      a failed pick-up by Grab’s delivery partners, such as when a delivery partner cannot locate the Product or the Consumer is unavailable at the designated time.

○      a Consumer returns an incorrect Product, in which case the refund request shall be rejected and no further return attempts shall be facilitated.

●      For the avoidance of doubt, regarding return shipping cost:

○      Grab’s assumption of return shipping costs shall be limited strictly to the shipping costs themselves; and

○      Grab shall not be liable for any indirect, incidental, or consequential losses, including loss of profits, business interruption, or reputational harm.

Grab reserves the right to revise, reallocate, or discontinue the assumption of return shipping costs in accordance with updates to its policies or operational requirements.

7.     Return and Refund Process

Merchant-Partners acknowledge and agree that Grab maintains absolute discretion to implement return and refund procedures that may deviate from the protocols specified below. This authority applies to all claims or requests initiated by either Merchant-Partners or Consumers and will be exercised based on the specific evidence submitted and the underlying justification for the claim or request.

(a) Upon a filed return or refund request from a Consumer, Grab will review the evidence submitted, and depending on the reason for the request, Grab may take any of the actions set out below:

(1)    Delivery-Related Issues: Where the request arises from a delivery-related issue, Grab shall issue a full refund to the Consumer via the original payment method, provided the claim is justified based on Grab’s evidence validation and investigation (if applicable), and no rejection claim nor dispute from the Merchant. Refunds issued under this section shall be final, subject to Grab’s verification, and shall not be reversed unless fraud, abuse, or material misrepresentation is subsequently identified.

(2)    Merchant-Related Reasons: Where the request arises from a merchant-related issue (e.g., defected Products):

●      If the total Product value is below the direct refund threshold, Grab shall issue a full refund where the request is, provided the claim is justified based on Grab’s evidence validation and investigation (if applicable).

●      If the total Product value is at or above the direct refund threshold, the Merchant shall review the claim or request within forty-eight (48) calendar hours and determine whether a return is required before a refund is processed or a direct refund is approved. In such case:

○      if the Merchant-Partner fails to make a determination within the said period, Grab shall be entitled to determine the matter (resorting to requiring return or proceeding with a direct refund); and

○      if the Merchant rejects the request, the Consumer may raise a dispute to Grab.

(3)    Other Reasons: Where the request arises from “Other Reasons”, the Merchant-Partner shall review the request within forty-eight (48) calendar hours and determine whether a return and refund is approved. In such case:

●      if the Merchant fails to make a determination within the said period, Grab shall be entitled to determine the matter; and

●      if the Merchant rejects the claim or request, the Consumer may raise a dispute to Grab.

(b) Refund Processing: Once a full refund is approved, the refund shall be processed automatically, and the Consumer shall be notified of its status.

(c) Return and Pick-Up: Where a return is approved, the Consumer may arrange for pick-up by Grab’s delivery partners, subject to the following:

(1)   the return destination shall default to the Merchant-Partner’s original store location;

(2)   pick-up time slots shall follow the Merchant-Partner’s store operating hours, accounting for any temporary suspension of operations;

(3)   Products returned in error shall not be returned to the Consumer;

(4)   where a pick-up is unsuccessful / cancelled by the delivery partner, the Consumer may rebook the pick-up within three (3) days of the cancellation by the delivery-partner and Grab shall bear the applicable shipping cost; and

(5)   where the Consumer returns the wrong Product, no second pick-up trip shall be made, Grab shall bear the shipping cost, and no refund shall be released.

(6)   To avoid any confusion, risk of loss or damage to returned Products shall remain with the Consumer until the Product is successfully collected by Grab’s delivery partner, and thereafter shall transfer in accordance with Grab’s delivery policies.

(d) Merchant Inspection and Refund Release.
Upon receiving the returned Product, the Merchant shall have forty-eight (48) hours to inspect the Product. The following shall apply:

(1)   the refund shall be released to the Consumer upon the Merchant’s acknowledgement of drop-off;

(2)   if the Merchant does not respond within the said forty-eight (48) hour period, the return shall be deemed approved; and

(3)   if the returned Product is found during the quality check period to fall under any condition as outlined in Clause 4, the Merchant may reject the refund claim, and the matter shall be immediately escalated as a dispute.

8.     Disputes & Claims

(a) Grab reserves the right to:

(1)   require Consumers and Merchant-Partners to provide evidence, including photos and videos, to support or deny any return or refund claims; and

(2)   periodically determine the types, formats, submission requirements, and delivery methods for evidence provided by Consumers and Merchant-Partners in regards to any requests, claims, and disputes. Grab will communicate the specific evidence necessary to substantiate or challenge a claim to the involved parties, based on the nature of the particular dispute.

(b) Merchant-Partners authorize Grab to review and validate any evidence provided by Merchant-Partners and Consumers.

(c) Merchant-Partners may appeal or object to any return or refund outcome determined by Grab, including when a Consumer disputes a Merchant’s rejection. The objection must be submitted through the Platform within seven (7) days of the date the outcome was communicated. Following review, Grab’s decision shall be final, subject to applicable law.

(d) Grab retains exclusive authority to approve or deny any claims and disputes, whether filed or raised by Consumers or Merchant-Partners, and to resolve any claims and disputes based on its internal investigations and the evidence provided.

(e) Merchant-Partners agree and acknowledge that Grab’s adjudications are final and conclusive. Any decisions made by Grab upon a claim or dispute shall be notified to the relevant parties (the Consumer and Merchant). 

9.     Obligation to Address Return Submissions Within 48 Hours

(a) Merchant-Partners must act on refund and return requests from Consumers within a 48-calendar-hour period by formally approving or declining the application. Should a Merchant-Partner fail to provide a response within the mandated 48-hour timeframe, Grab is authorized to resolve the claim on the Merchant’s behalf at Grab’s sole discretion.

(b) Following an approval, Merchant-Partners may proceed with a direct refund, provided the amount is within their determined direct refund threshold, or otherwise instruct the Consumer to facilitate a physical return of the Products.

(c) In instances where a request is denied, the Merchant-Partner is obligated to provide comprehensive reasoning and valid evidence, including a clear explanation of the grounds for rejection and supporting visual proof such as videos or photographs (subject to Clause 8.a.(2)).

(d) If a Consumer disputes a Merchant-Partner’s rejection, Grab shall review the dispute and Grab’s determination shall be final, subject to applicable law. Grab reserves the right to take disciplinary action under the Grab Marketplace agreement / GrabMart Marketplace Agreement where Merchant-Partner exhibits a pattern of unreasonable or bad-faith rejections across multiple requests. 

10.  Return Delivery Acceptance and Operating Hours:

(a) Merchant-Partners are responsible for maintaining accurate and current business hours in their records.

(b) Consumers are permitted to start return delivery requests during these specified hours without obtaining prior Merchant approval.

(c) All returned Product must be sent back to the original retail location.

11.  Liability for Shipping Fees & Product Loss

Merchant-Partners are liable for all Product losses and shipping-related costs when a refund or return is attributed to Merchant-Partner error. While Grab may provide, at its sole discretion, temporary subsidies for shipping fees, the responsibility for any loss of Products remains solely with Merchant-Partners. To avoid any confusion, to the maximum extent permitted by law, Grab shall not be liable for any indirect, incidental, consequential, or economic losses arising from any return or refund process.”