These General Terms and Conditions shall be incorporated into the Purchase Order and be interpreted as an integral part of the Purchase Order.

GENERAL TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND/OR SERVICES

1. DEFINITIONS

1. 1.1 In these Terms and Conditions unless the context otherwise requires:
   1. “Affiliates” 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;
   2. “Bill of Lading” means a detailed list of Documentations or a shipment of goods in form of a receipt given by the Contractor to Grab;
   3. “Contractor” means the contractor who has been engaged by Grab to supply the Goods and/or Services;
   4. “Documentation” means any documents provided by the Contractor in relation to the Goods or Services rendered to Grab;
   5. “Grab” means the Grab entity as listed in the Purchase Order;
   6. “Goods” means the product, goods, or items which are the subject matter of this Purchase Order;
   7. “Parties or Party” means Grab and the Contractor or each of them as the case may be;
   8. “person” includes a corporation or an incorporated association;
   9. “Purchase Order” includes these Terms and Conditions for Purchase of Goods and/or Services, Specifications and any statements of work issued by Grab to the Contractor or agreed by Grab with the Contractor for the supply of the Goods and/or Services;
   10. “Services” means the work and services which the Contractor is required to perform under the Purchase Order as set out in the Specifications, and includes the fulfilment and delivery of any and all services deliverables set out in the Specifications;
   11. “Specifications” means the specifications relating to the Services and/or Goods issued by Grab to the Contractor or agreed by Grab with the Contractor, to which these Terms and Conditions are attached;
   12. “Site” means Grab’s office location(s) as communicated to the Contractor or such other address(es) as Grab may substitute by giving notice to the Contractor in writing;
   13. “Service” means the service to be provided by the Contractor pursuant to this Contract as set out in the Specifications, and includes the fulfilment and delivery of any and all deliverables set out in the Specifications;
   14. “Third Party” means any person who is not a Party to this Purchase Order;
   15. “Warranty Period” means the warranty period as stated in the Purchase Order and as described in clause 13, if applicable;

2. CONFIRMATION OF ORDER

1. 2.1 The Contractor shall confirm acceptance by executing this Purchase Order upon Grab’s acceptance of the quotation provided by the Contractor.
2. 2.2 No alterations, amendments or additions shall be made to this Terms and Conditions upon execution, unless agreed in writing. Grab shall only be bound by the Contractor’s terms and conditions provided they are in accordance with Grab’s Terms and Conditions.

3. CONTRACTOR’S OBLIGATIONS

1. 3.1 Grab hereby appoints the Contractor and the Contractor hereby agrees to undertake the following obligations under this Purchase Order:
   1. Supply and deliver the Goods free from all encumbrances and/or Services to Grab strictly in accordance to this Purchase Order free from all encumbrances;
   2. Install, test, integrate, commission and deploy the Goods in accordance with the Specifications;
   3. Carry out Acceptance Tests in accordance with the Specifications;
   4. Provide the Documentation in accordance with the Specifications;
   5. Provide the training in accordance with the Specifications;
   6. Perform the Services specified in the Specifications for the duration of the Purchase Order in accordance with the timelines agreed between the Parties; and
   7. Do all things which are necessary or reasonably to be inferred from this Purchase Order.

4. PURCHASE PRICE AND PAYMENT TERMS

1. 4.1 All payments are made in Philippine Peso unless agreed otherwise with Grab. All prices in the Contractor’s quotations are not subject to adjustment unless otherwise agreed by Grab in writing. The Contractor, shall at its own costs, obtain and maintain such licence and authorisations including export licences, permits and other governmental authorisations or certification which are required to enable the Contractor to fulfill its obligations under this Purchase Order and Grab shall not be required to pay any additional sum above the prices shown in the Contractor’s quotations for the same. Contractor agrees that payment by an Affiliate of Grab on behalf of Grab shall be accepted as good and valid consideration for the Goods sold or Services rendered herein.
2. 4.2 Unless agreed otherwise by Grab in writing, thirty (30) days after Grab’s receipt of the Contractor’s bills, Grab will make payment to the Contractor of the full value of the Goods so delivered or the Services so performed provided that no payment shall be considered as evidence of the quality of the Goods and/or Services to which such payment relates nor shall it relieve the Contractor from its obligations under this Purchase Order. In the event Grab reasonably disputes any portion of a payment of this Purchase Order to the Contractor, the amount not in dispute shall be promptly paid as described above, Grab shall within fifteen (15) days of its reciept of any disputed invoice, provide the Contractor with written notice substantiating Grab’s dispute.
3. 4.3 Without prejudice to Grab’s other rights under this Purchase Order, if the Contractor owes Grab any payment or debt (the “Outstanding Amount”) under this Purchase Order , Grab shall have the right to:
   1. withhold any moneys payable by Grab to the Contractor pursuant to this Purchase Order until the Outstanding Amount is satisfied; or
   2. deduct the Outstanding Amount from any moneys payable by Grab to the Contractor pursuant to this Purchase Order.
4. 4.4 Unless agreed otherwise in the Purchase Order, all prices are fixed and include delivery and all other ancillary charges, inlcuding without limitation, cost of transport, insurance, and packing, taxes levies and any fees attributed by the Contractors supplier or distributor, as a result of the supply of the Goods and/or Services unless otherwise agreed by the Parties in writing in advance.

5. PACKAGING AND DELIVERY

1. 5.1 Where applicable, the Contractor shall be responsible for delivering the Goods and/or Service to the Site and shall ensure that:
   1. No damage is done to the Site (including building structures, fittings, furniture, equipment and floors) and to restore any and all damaged parts of the Site to their original condition or replace such damaged Goods as necessary;
   2. The safety and security of the Site, Grab’s staff, employees, visitors are not compromised in the process.

6. TIME OF DELIVERY/PERFORMANCE OF SERVICES

1. 6.1 Time is of the essence in this Purchase Order. The Contractor shall supply and deliver the Goods purchased by Grab to the Site and perform the Services in accordance with the timelines agreed between the Parties.
2. 6.2 Grab shall have the sole discretion to alter or delay delivery subject to providing a reasonable notice to the Contractor.
3. 6.3 In the event the Contractor fails to deliver the Goods and/or Services to the Site in accordance with the agreed timelines inlcuding due to non-delivery or, default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents, Grab shall treat this to be a material breach of the Purchase Order. In the event such circumstances arises, Grab shall be entitled to terminate the Purchase Order at its sole discretion with no liability to the Contractor and the Contractor shall make a full refund of all sums paid by the Purchaser pursuant to this Purchase Order within fourteen (14) days from the date of termination.
4. 6.4 In order to assist in the coordination and execution of the Specification, the Contractor shall appoint an individual (“Contractor Representative”) who will have the authority to act on behalf of the Contractor, and who shall be solely dedicated for Grab and with whom Grab may consult, at reasonable times and whose instructions, requests and decisions, consistent with this Purchase Order, will be binding upon the Contractor as to all matters pertaining to this Purchase Order and perfomance of this Service.
5. 6.5 The Contractor warrants and represents that the Service will be performed using its own original materials, software, inventions or innovations (“Materials”) or if using third party’s Materials, that it has the necessary and valid consent or license duly obtained from the Material owners.

7. GENERAL WARRANTIES

1. 7.1 The Contractor warrants that the Goods and/or Services supplied:
   1. is free from defects in material and workmanship and fit for its purpose;
   2. includes the scope of work and items agreed by the Parties as set out in the Specifications;
   3. conforms to all standards, specifications or descriptions agreed by the Parties;
   4. shall comply with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning health, safety, and environmental standards) which bear upon the Contractor’s performance;
   5. shall be brand new and not refurbished or reconditioned, unless expressly agreed in writing by Grab, and
   6. is not restricted for usage by Grab in any way by any pre-existing patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual right of any third party.

1. 7.2 The Goods and/or Service supplied is subject to inspection and testing (where appropriate) by Grab at any time and place.

1. 7.3 In addition to and without prejudice to any other rights of Grab under this Purchase Order, in the event the Contractor fails to deliver the Goods and/or Service or perform the Services in accordance with the agreed timelines or any part of the Goods and/or Service furnished are found to be damaged, defective or otherwise fail to conform to the specifications in this Purchase Order, Grab may in its absolute discretion:
   1. reject the Goods and/or Service in whole or in part and require the Contractor to remove or replace or completely repair the defective parts of Goods or otherwise completely rectify all defects to the Goods and/or Service or make good the damage or carry out such other corrective action as may be required to enable the Goods to conform to the specifications in this Purchase Order , to Grab’s satisfaction, without charge:
   2. require a reduction in price which is equitable under the circumstances;
   3. undertake itself to any repair at the expense and risk of the Contractor; or
   4. claim any damages caused by defects.
2. 7.4 If the Contractor is unable or refuses to comply with its obligations in clause 7.3 within a time deemed reasonable by Grab, Grab may terminate this Purchase Order in whole or in part and/or purchase the replacements for the Goods and/or Service elsewhere or rectify or make good any defects or damage in any manner it deems necessary, including but not limited to having defects rectified by other contractors. The Contractor agrees to bear all costs, losses and expenses so incurred by Grab and such costs, losses and expenses may be deducted from any money due to the Contractor under this Purchase Order. During the waiting period for the Goods to be replaced, repaired or remedied or during the waiting period of re-performance of Services, or replacement of deliveries, Grab shall have the right to charge daily interest at a rate of 0.1%, for each day there is an outstanding replacement, repaired or remedied Goods which has not be delivered to the Site. In addition, the expense of transportation of the Goods to the location of and from the location of repair to the intended Site, the Contractor agrees to absorb all risk and cost involved.

8. TESTING (IF APPLICABLE)

1. 8.1 It shall be the Contractor’s responsibility to conduct tests on the Goods and/or Service in accordance with the manufacturer’s specifications and/or Specifications and/or such other test procedures which are capable of demonstrating whether the Goods and/or Service complies in all respects with the Specifications and satisfy itself that the Goods and/or Service is safe, reliable and functional and performs in accordance with the Specifications either before or after delivery of the Goods and/or Service (as may be appropriate) to Grab (“Acceptance Tests”). Such test results shall be documented and submitted to Grab if requested by Grab.
2. 8.2 Upon the Contractor’s delivery of the Goods and/or Service, Grab shall be entitled to carry out tests to determine if the Goods and/or Service conforms to the Specifications and the technical, functional, performance and other requirements and specifications required to be met by Grab (“Grab Acceptance Tests”). Grab shall be entitled to conduct, as part of Grab Acceptance Tests, any and all tests as determined in its sole discretion as well as to determine and/or adopt such procedures, data or criteria (“Test Criteria”) that it deems necessary for such tests, to demonstrate that the Goods and/or Service, whether in whole or in part, complies in all respects with the Specifications.
3. 8.3 Grab shall be entitled to direct and request the Contractor to prepare the Test Criteria for its approval and the Contractor shall comply with such direction or request. The Contractor shall be responsible for the testing of the Goods and/or Service and shall perform the Acceptance Tests, or where requested by Grab, assist Grab to carry out Grab Acceptance Tests. The Contractor shall perform any additional test(s) requested for by Grab during the testing of the Goods and/or Service where the Contractor’s recommended test(s) are, in the opinion of Grab, inadequate at no additional charge to Grab. The Contractor shall furnish all relevant test reports to Grab after the completion of each test, and Grab shall be entitled to review all relevant tests results.
4. 8.4 Any Acceptance Test or Grab Acceptance Test shall only be successfully completed if it conclusively demonstrates to Grab that the Goods and/or Service comply fully with the Test Criteria and is in all respects in accordance with the Specifications.
5. 8.5 Grab reserves the right to conduct the Acceptance Test or Grab Acceptance Test but shall not be obliged to do so

9. DOCUMENTATION

1. 9.1 The Contractor shall provide Grab with such manuals, documentation and other materials as may be necessary to allow Grab to understand, access and use the deliverables supplied by the Contractor as part of the Goods and/or Services effectively and efficiently, and such other materials as may be further specified in the Specifications. Without limitation, such material must:
   1. be of a reasonable standard of accuracy, presentation and scope;
   2. be the most current version available; and
   3. contain such information as would reasonably be required by any person wishing to use the end-result/deliverables of the Goods and/or Services.

1. 9.2 The Contractor’s failure to supply the documentation in accordance with the requirements of Clause 9.1 above and/or those requirements set out in the Specifications shall be construed as an incomplete delivery of the Goods and/or Services.
2. 9.3 The Contractor may be required to review with Grab any technical recommendations, reports or otherwise as required by Grab.

10. TRAINING (IF APPLICABLE)

1. 10.1 The Contractor shall provide training to Grab’s nominated personnel in accordance with the requirements specified in the Specifications and/or such other requirements, to enable Grab to properly and effectively use the Goods and/or Service, as may be agreed between the Parties in writing at no further costs to Grab.
2. 10.2 The Contractor shall provide adequate training documents, literature and other materials for all trainees attending such training. All training material shall be in clear and properly written English. A complete set of training materials shall be made available to Grab in a soft copy format that is acceptable to Grab. Grab shall have the right to use such materials to conduct internal training. Any costs associated to such training will be absorbed and borne by the Contractor.

11. COMMISSIONING DATE

1. 11.1 A certificate or other confirmation commissioning the Goods and/or Service will only be issued by Grab upon the following:
   1. successful completion of all Acceptance Tests and Grab Acceptance Tests;
   2. the completion of all obligations required to be completed before commissioning of the Goods and/or Service; and
   3. the receipt by Grab of all Documentation and materials required to be provided by the Contractor to Grab before commissioning of the Goods and/or Service,

   and the Goods and/or Service shall be ready for use by Grab as of the date of such certificate or confirmation (“Commissioning Date”). Grab shall have absolute discretion not to issue and sign such certificate if the Goods and/or Service as a whole does not perform in accordance with the Specifications or in a manner satisfactory to Grab.

2. 11.2 The Contractor shall remain liable to Grab in accordance with the terms and conditions contained herein notwithstanding the issuance and signing by Grab of any such certificate, confirmation or document or any payment. Such certificate, confirmation, document or payment shall have no legal effect other than serving as a declaration to the Contractor that Grab is ready to proceed with the next phase of this Purchase Order.

12. TITLE AND RISK

1. Title and risk of loss or damage to the Goods will remain with the Contractor:
   1. until delivery to the Site;
   2. and actual receipt of the Goods by Grab; or, in the alternative, the Contractor delivers a Documentation of title or, Bill of Lading, to Grab;
   3. upon successful testing and commissioning of the Goods and/or Service.

13. WARRANTY PERIOD

1. 13.1 The Warranty Period shall commence on the Commissioning Date. During the Warranty Period, the Goods shall meet warranty coverage and the standard of performance and requirements specified in the Specifications.
2. 13.2 During the Warranty Period, the Contractor shall be responsible for the satisfactory and reliable operation of the Goods and guarantees that the Goods supplied complies with Grab’s requirements, including those in the Specifications.
3. 13.3 During the Warranty Period, the Contractor shall:
   1. provide regular on-site maintenance of the Goods to ensure that the Goods performs in accordance with the Specifications and remains in suitable and optimum operating condition at all times;
   2. where the Goods or any part thereof is functioning or malfunctioning in such manner that it is incapable or is suspected of being incapable of reliably meeting Grab’s operational requirements, or that the Goods or any part thereof is found to be:
      1. defective in design or otherwise whether arising from faulty and inferior system design, coding or otherwise; or
      2. not fit for the purposes or does not meet the standard of performance specified in the Specifications; or
      3. failing to meet any performance guarantees or additional requirements as may be mutually agreed between Grab and the Contractor,

      at its own expense (including but not limited to transportation costs, air freight charges, costs of testing, manufacturing and examination), provide Grab with technical consultations, assistance and advice and commence remedial and corrective maintenance or work on the Goods, whether on-site or otherwise, to replace (if agreed to by Grab) or completely repair the defective parts of the Goods or otherwise completely rectify the defects, and complete the necessary rectification works or implement the necessary resolutions within the times stipulated by Grab, notwithstanding that such rectification may extend beyond or take place after the end of the Warranty Period;

   3. provide, install and test any required software bug fixes, upgrades, patches and anti-virus signature updates to improve functionality or to address problems and defects with the Goods, at no additional cost to Grab;
   4. inform Grab of any known or suspected faults, bugs and defects in the Goods as soon as they are discovered; and
   5. provide Grab with a regular supply of consumables, peripherals, and other supplies necessary for the efficient and optimal use of the Goods in accordance with Grab’s operational requirements.
4. 13.4 During the Warranty Period, the Contractor shall:
   1. provide all labour and field installable parts required for maintaining the Goods or any part thereof as a result of any defect in the Goods;
   2. maintain accurate and comprehensive records of the history of the Contractor’s maintenance activity for the Goods and each component thereof; and
   3. provide technical support, advice and consultation with respect to any use and/or testing of the Goods scheduled by Grab.
5. 13.5 The Contractor shall not be relieved of its obligations in this clause 13 until Grab is satisfied that the defects are rectified. Where the Contractor fails to remedy the defects within the time stipulated by Grab, Grab shall be entitled to have the defects rectified by other contractors or purchase replacement parts from other contractors and all costs incurred by Grab in this regard shall be fully borne by the Contractor.
6. 13.6 Grab shall have the right to extend the Warranty Period if not all defects are fixed by the end of the Warranty Period.
7. 13.7 The Contractor shall not be relieved of any of its obligations in this clause 13 by reason of the failure of Grab to make inspection or discover any defects or any aspect of the Contractor’s default.

14. GIFTS, INDUCEMENTS OR REWARDS

1. 14.1 Grab may terminate the Purchase Order and recover from the Contractor the amount of any loss resulting from such termination, if the Contractor shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing to forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of the Purchase Order with Grab or for showing or forbearing to show favour to any person in relation to any Purchase Order with Grab, or if the like acts shall have been done by any person employed by the Contractor or acting on its behalf (whether with or without the knowledge of the Contractor) or if in relation to any Purchase Order with Grab, the Contractor or any person employed by it or acting on its behalf shall have committed any offence under the relevant provisions prevailing laws Act or shall have abetted or attempted to commit such an offence or shall have given any fee or reward the receipt of which is an offence under the relevant provisions of prevailing laws.

15. SUB-CONTRACTING AND ASSIGNING

1. 15.1 The Contractor shall not sub-contract or assign the Purchase Order without the written consent of Grab.

16. FORCE MAJEURE EVENT

1. 16.1 Neither Party will be liable for any failure or delay in performing any of its obligations under this Purchase Order if and to the extent the failure or delay is directly due to one of the following: fire, flood, elements of nature, acts of God, health epidemics declared by the World Health Organisation, acts of war, terrorism or civil unrest, industrial action or any other similar events beyond its reasonable control which affects the general public (each a “Force Majeure Event”) provided that the Party affected by the Force Majeure Event is without fault and the failure or delay could not have been prevented by reasonable precautions.
2. 16.2 Subject to the Party who has been delayed promptly telling the other Party in writing of the reasons of the delay and the likely duration of the delay; and using reasonable efforts to perform its obligations under this Purchase Order or to mitigate the impact of its non-performance, notwithstanding the Force Majeure Event, the performance of that Party’s obligations will be suspended during the period that those circumstances persist and that Party will be granted an extension of time for performance equal to the period of the delay.
3. 16.3 If the Force Majeure Event shall continue for a period exceeding thirty (30) days or the extension of time granted under this clause exceeds thirty (30) days in the aggregate, either Party may terminate this Purchase Order by giving seven (7) days’ prior written notice to the other Party without being liable therefore in damages or compensation.

17. REPLACEMENT AND NUMBER OF PERSONNEL (IF APPLICABLE)

1. 17.1 Without prejudice to Grab’s other rights under this Purchase Order , Grab may issue a written notice to the Contractor that any or all of its employees, consultants, sub-contractors, suppliers and agents (collectively “Personnel”) of the Contractor, in Grab’s sole determination, are technically incompetent in performing the obligations of the Contractor under this Purchase Order.
2. 17.2 The Contractor shall replace the said Personnel within seven (7) days from the date of such written notice from Grab.
3. 17.3 The Contractor shall seek prior written approval to increase of decrease the level of resources dedicated to the Personnel in order to perform the required Specifications, of which such approval shall not be unreasonably witheld by Grab, provided always such variation shall not impact the Goods and/or Services delivery.

18. NOTICE OF DEFAULT

1. 18.1 In addition to and without prejudice to any other rights of Grab under this Purchase Order , if the Contractor breaches any of the terms and conditions in this Purchase Order , Grab may in its absolute discretion, issue a notice of default to the Contractor informing the Contractor of its default. The Contractor shall, within seven (7) days of the date of the notice of default, remedy the default. If the Contractor fails to do so, Grab shall have the right to terminate the Purchase Order or cancel any part thereof by way of a notice of termination without Grab being liable therefor in damages or compensation. The said termination shall take effect from the date of the notice of termination.

19. RIGHT OF TERMINATION

1. 19.2 Without prejudice to Grab’s other rights under this Purchase Order , Grab shall be entitled to terminate this Purchase Order immediately by written notice to the Contractor in the following circumstances:
   1. if the Contractor commits any breach of the terms and conditions of this Purchase Order and fails to remedy the same within a period of seven (7) days from the Contractor’s receipt of Grab’s written notice giving particulars of the breach and requiring it to be remedied;
   2. any mortgagee, chargee or encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Contractor;
   3. the Contractor makes any voluntary arrangement with its creditors or becomes subject to an administration;
   4. an order of court is made to wind up the Contractor or to place it under judicial management or a resolution is passed by the members of the Contractor for its winding up or liquidation;
   5. any distress or execution is levied or enforced in relation to any of the assets of the Contractor;
   6. the Contractor ceases to carry on business or becomes insolvent.
2. 19.2 Grab shall be entitled to terminate the Purchase Order in respect of all or part only of the Goods and/or Services by providing reasonable sum for and accepted delivery of all finished Goods manufactured by the Contractor and any Services rendered up to the date of termination. For avoidance of doubt, Grab may terminate the Purchase Order without cause at any time and without being subject to any liability for any damages.

20. CONSEQUENCES OF TERMINATION

1. 20.1 In the event of termination under this Purchase Order for any reason:
   1. the Contractor shall cease work forthwith or as soon as practicable and without undue delay, take such steps that are necessary to bring an end to the Services which are terminated and to reduce expenditures to a minimum. Grab shall not be obliged to make any payment in respect of or incidental to work which the Contractor has not yet proceeded with at the date of termination;
   2. the Contractor shall refund to Grab on a pro-rata basis, all payments made in advance or previously paid to the Contractor under this Purchase Order for the periods for which the relevant Services have not yet been carried out under this Purchase Order provided always that such refunds as aforesaid shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to Grab as a result of the termination of this Purchase Order due to the Contractor’s breach; and
   3. Grab shall have the right to purchase from other sources any part of the Goods which is defective at the time of termination or a similar Goods if it remains undelivered at the time of termination and similar Services which have not been performed, and in the event of termination of this Purchase Order for cause by Grab, any increased costs shall be deducted from any moneys due or to become due to the Contractor or shall be recoverable as damages.
2. 20.2 The expiry or earlier termination of this Purchase Order for any reason by any Party shall not relieve the Parties of their obligations hereunder including warranties, remedies, promises of indemnity and confidentiality (where applicable) which by their nature survive such expiration or termination.

21. CONFIDENTIALITY AND DATA PROTECTION

1. 21.1 Except with the prior written consent of Grab, the Contractor shall not disclose the Purchase Order or any purchases made in this Purchase Order or any provisions/terms thereof or any information or Personal Data (as defined in clause 21.7 herein) issued or furnished by or on behalf of Grab in connection therewith to any person not employed by the Contractor.
2. 21.2 In addition to the foregoing, the Contractor shall not make use of any information or Personal Data obtained directly or indirectly from Grab or compiled or generated by the Contractor in the course of this Purchase Order which pertains to or is derived from such information, other than use for the purposes of this Purchase Order , without the prior written consent of Grab.
3. 21.3 The Contractor shall not publish or release, nor shall it allow the publication or release of, any news item, article, publication, advertisement, prepared speech or any other information or material pertaining to any part of the obligations to be performed under the Purchase Order in any media without the prior written consent of Grab.
4. 21.4 The Contractor shall not use the name, logo or trademarks of Grab, or any abbreviation thereof, without the prior written consent of Grab.
5. 21.5 To the extent that the Contractor has access to or receives Personal Data from Grab:
   1. The Contractor represents and warrants to Grab that it has at all times complied with the requirements of the Data Privacy Act of 2012 (“DPA”) in respect of the Contractor’s collection (if applicable), use, processing, disclosure (if applicable), protection, retention and other handling of such Personal Data, and the Contractor undertakes to continue to comply with the aforesaid requirements of the DPA in respect of such Personal Data; and
   2. The Contractor shall not transfer any such Personal Data outside the Philippines without the written consent of Grab.
6. 21.6 To the extent that the Contractor discloses Personal Data to Grab, the Contractor undertakes to Grab that, by the time of such disclosure:
   1. the Contractor will have obtained all the necessary consents from the relevant individuals to whom the Personal Data relates, for the disclosure of their Personal Data to Grab for Grab’s collection, use and/or disclosure for the purposes of this Purchase Order ; and
   2. such consents have not been withdrawn.
7. 21.7 “Personal Data” means data, whether true or not, about an individual which can be identified
   1. From the data or a combination of different data; and
   2. From that data and other information to which the Contractor has or is likely to have access.

22. VARIATION OF CONTRACT

1. 22.1 No variation whether oral or otherwise in the terms of this Purchase Order shall apply thereto unless such variation shall have first been expressly accepted in writing by the Contractor and the authorised Purchase Order signatory of Grab.

23. TAXES, FEES AND DUTIES

1. 23.1 The Contractor shall be responsible for all corporate and personal income taxes, customs fees, duties, fines, levies, assessments and other taxes payable under the laws of the Philippines by the Contractor or its employees, in carrying out its obligations under the Purchase Order.
2. 23.2 If Grab receives a request from the tax authorities to pay on behalf of the Contractor and/or the Contractor’s employees, or to withhold payments from the Contractor in order that Grab may subsequently so pay, any of the abovementioned taxes, fees, duties, fines, levies and assessments, the Contractor hereby authorises Grab to comply with the terms of the said request.

24. GOVERNMENT REGULATIONS

1. 24.1 The Contractor shall, at its own costs, obtain and maintain all licences and authorisations, including export licences and permits and other governmental authorisations or certification required without any restrictions or qualifications whatsoever so as to enable the Contractor to fulfill all its obligations under the Purchase Order.

25. INDEMNIFICATION

1. 25.1 The Contractor agrees that it will indemnify and keep indemnified Grab, its officers, employees, agents and representatives from and against all claims, cost, damages, debt, expense, liability, loss, suit, action, demand, cause of action, proceeding or judgment of any kind which are made or brought against or suffered or incurred by Grab and arise directly and/or indirectly out of or in connection with any act or omission or otherwise in the performance of this Purchase Order by the Contractor.
2. 25.2 In the event of Grab (including for this purpose every officer and department thereof) being held liable for damages arising out of any claim by any workman or employee employed by the Contractor in and for the performance of the Purchase Order , the Contractor shall indemnify Grab, its officers or departments against such claim and any costs, charges and expenses in respect thereof PROVIDED the same is not caused by the gross negligence or willful default of Grab, its officers or agents.

26. APPLICABLE LAW

1. 26.1 This Purchase Order shall be governed by Philippine 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 this Purchase Order shall be referred to the Philippines Disputes Resolution Centre (“PDRC”), in accordance with the Rules of the PDRC (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the Parties (the “Arbitrator”). If the Parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of the PDRC in accordance with the Rules. The seat and venue of the arbitration shall be Manila, in the English language and the fees of the Arbitrator shall be borne equally by the Parties.

27. INTELLECTUAL PROPERTY

1. 27.1 All intellectual property rights in any materials or documents created or commissioned by the Contractor for Grab pursuant to and/or for the purpose of delivering the Goods and/or performing the Services under this Purchase Order (“Commissioned Materials”) (if any) shall belong to Grab. Commissioned Materials include scripts, objects, routines, sub-routines, programme utilities, file structures, object codes, source codes, coding, designs, graphics and content, and shall also include any and all updates and modifications to the foregoing.
2. 27.2 The Contractor shall do all things necessary to effect the necessary transfer, assignment or other assurance for the intellectual property rights in all Commissioned Materials to vest in Grab when called upon by Grab to do so. The Contractor further warrants that it shall have the authority to effect the necessary transfer, assignment or other assurance as aforesaid.
3. 27.3 Where the Contractor is the owner of any pre-existing intellectual property rights included in the production of any of the Commissioned Materials (“Contractor’s IP”), the Contractor hereby grants to Grab a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use the Contractor’s IP for Grab’s own purposes and/or in connection with Grab’s business.
4. 27.4 Where Third Party content comprising pre-existing intellectual property rights is included in the production of any of the Commissioned Materials, the Contractor shall negotiate a grant of the required usage rights at either no additional charge or pre-agreed cost to Grab.

28. COMMUNICATIONS/NOTICES

1. 28.1 All notices or other communications required or permitted to be given or made in connection with this Purchase Order shall be in writing in English and delivered personally or sent by registered post or courier to the Party at the address set out in the Purchase Order or such other address as a Party may substitute from time to time by giving notice to the other Party in writing.