Last modified: 4 November 2025
By using the Services (as defined in the Agreement), you agree that you have read, understood, accepted and agreed with these Chope Reservations: Merchant Terms of Service (the “Terms of Service”).
Chope may amend these Terms of Service at any time. Such amendments shall be effective once they are posted on http://www.grab.com or the Application. Your continued use of the Chope Platform or Services, after any changes or updates to these Terms of Service, whether or not reviewed by you, shall constitute your consent and acceptance of the revised Terms of Service.
1. DEFINITIONS
1.1 In these Terms of Service, 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;
“Business Day” means any day (other than a Saturday, Sunday or gazetted public holidays in Singapore) on which commercial banks are open for general business in Singapore;
“Chope” means The Chope Group Pte. Ltd.;
“Chope Platform” means the website, mobile application or other technology interface run by Chope or its Affiliates which enables and facilitates any or all of the following: (a) Merchant’s access and use of the Services; (b) such other enablement or facilitation as Chope and/or its Affiliates deem fit;
“Confidential Information” means, any information disclosed by or on behalf of the Disclosing Party to the Receiving Party or any of its Affiliates (whether before or after the date of the Agreement), including, but not limited to, any Personal Data as defined under these Terms of Service, the content of the Agreement, all End User 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 the Agreement, 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 information including but not limited to text, images, sounds, videos, photographs, graphics, logos, messages, links or other relevant materials and/or legally required information provided by the Merchant to Chope for display on the Chope Platform or for use in connection with the Services under the Agreement. This includes, without limitation, all relevant data, the Merchant’s Marks and other Intellectual Property Rights (whether owned by the Merchant or duly licensed from third parties) related materials;
“Cover Fee” means the Chope Cover Fee or Restaurant Cover Fee charged by Chope to the Merchant based on the number of diners recorded and finalized by the Merchant on the Chope Platform for reservations tracked and facilitated through the Services;
“Disclosing Party” means either Party who discloses the Confidential Information under the Agreement;
“End User” means a person(s) or consumer(s) who uses the Chope Platform to make reservations at the Merchant’s Outlets;
“End User Terms and Conditions” means the terms which governs End Users’ use of the Chope Platform as listed in https://www.grab.com/sg/terms-policies/reservation-services-powered-by-chope/;
“Force Majeure” means any war (regardless of whether the war has been declared or not), hostilities, invasion, act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, riot, commotion, disorder, strike, disruption to public transportation system, lockout by persons (other than the Affected Party’s officers, directors, employees, partners, suppliers, subcontractors and agents), natural catastrophes, virus outbreak or pandemic as declared by the World Health Organization, earthquake, hurricane, typhoon or volcanic activity, to the extent that the occurrence and effect of such event or circumstance could not have been prevented or avoided by the Affected Party notwithstanding the exercise by the Affected Party of reasonable foresight, diligence and care;
“Intellectual Property Rights” mean all intellectual property rights, including but not limited to, Marks, 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 licences 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;
“Marks” mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable Party;
“Payment Method” means an electronic funds transfer, debit card, credit card, cash, e-wallet or other payment method that is authorised by Merchant to use, and Chope accepts from time to time for the Services. For the avoidance of doubt, a Payment Method shall not include any issued prepaid cards, gift cards and virtual cards;
“Personal Data” means data, whether true or not, about an individual who can be identified or is identifiable (a) from that data; or (b) from that data and other information to which the Merchant has or is likely to have access;
“Policies” means any rules, guidelines, terms and conditions, including but not limited to the End User Terms and Conditions governing the use of the Services or the Chope Platform. These Policies may be found on www.grab.com, the Chope Platform, or otherwise communicated by Chope from time to time;
“Receiving Party” means either Party who receives the Confidential Information under the Agreement;
“Service Fee” means the service fee to be paid or payable by the Merchant to Chope in consideration for the Services, as specified in the Commercial Terms of the Agreement; and
“Support and Maintenance” means the reasonable technical support and maintenance provided by Chope for the Services, including configuration and/or training as may be required from time to time, which may be delivered in person, via email, telephone, or any other communication methods as Chope deems fit.
2. ENTIRE AGREEMENT
The Agreement and these Terms of Service constitutes the entire agreement between the Parties relating to the subject matter hereof, and supersedes all prior agreements, correspondence, negotiations, representations, expressions of intention relating to the subject matter hereof, whether in writing or oral between the Parties.
3. PARTIES’ OBLIGATIONS
3.1 Chope and the Merchant shall perform their respective obligations as set out under this Clause 3.
3.2 In consideration of the Service Fee, Chope shall:
(a) list Merchant on the Chope Platform for the Services which Merchant has subscribed to; and
(b) use commercially reasonable efforts to provide the Services through the Chope Platform in accordance with the terms of the Agreement.
3.3 Merchant’s obligations and rights
3.3.1 Provision of Information:
(a) Merchant shall provide all information (including Content Material), and any updates from time to time required for the performance of the Services and/or to be published on the Chope Platform relating to Merchant and the Outlets, and such information shall be in compliance with all laws and regulatory requirements.
(b) Merchant further warrants that all the Content Material is in compliance with all prerequisite licenses, regulatory requirements, permits, authorizations and approvals.
(c) Changes to the information provided under Clause 3.3.1(a) shall be communicated by the Merchant to Chope immediately (and in any event no later than 3 Business Days after such change occurring). Notwithstanding the foregoing, Merchant shall honour all reservations made in reliance of any information (even if outdated) published on the Chope Platform.
(d) Merchant shall ensure that any and all information provided to Chope does not violate any Intellectual Property Rights including any third party’s Intellectual Property Rights.
(e) Merchant shall verify the information published by Chope on the Chope Platform and immediately point out any mistakes or inaccuracies.
3.3.2 Licensing
Merchant shall ensure that it obtains and maintains in force any and all licences and approvals as may be required by Chope in order to render the Services to Merchant.
3.3.3 Marketing
Merchant shall allow, subject always to the prior approval of the Merchant, authorize and assist Chope to place any marketing materials relating to the Chope Platform, the Services and any other relevant information (as decided by Chope) at the Outlets or any other place of business of the Merchant, without any charge to Chope.
3.3.4 End users
(a) Merchant shall ensure, using reasonable efforts, that its agreement between the End User and it, in relation to reservations made by End Users via the Chope Platform reflects the terms required under these Terms of Service and is in compliance with the Policies.
(b) The Merchant shall refrain from contacting End Users unless strictly necessary. In the event that communication is required, it shall be limited solely to matters directly related to reservations that have been made. The Merchant expressly agrees not to engage in unsolicited communication or any form of contact with End Users that falls outside the scope of reservation-related communications.
3.3.5 Assurance to Chope
Merchant shall not expose Chope (including its Affiliates, directors, employees, third party partners) to any actual or potential liabilities or to any undue risk or otherwise engage in activities that Chope at its sole discretion, determines to be harmful to Chope’s and/or its Affiliates’ operations, reputation or goodwill.
3.3.6 Grab’s Terms of Service
Merchant agrees to comply with Grab’s Terms of Service as published from time to time on https://www.grab.com/sg/terms-policies/transport-delivery-logistics/.
3.3.7 Chope Platform and the Services
(a) Merchant shall promptly notify Chope of any issues, errors, or malfunctions encountered with the Services and the Chope Platform.
(b) In the event the Merchant is unable to accept reservations or encounters a system error that impacts an existing or potential reservation, the Merchant shall promptly notify the affected End User and inform Chope. The Merchant further agrees to report any persistent errors to Chope, which shall use commercially reasonable efforts to address and resolve the issue at the earliest opportunity.
(c) Merchant shall not use the Services for any unlawful, fraudulent, misleading, abusive, or unauthorized purpose, or in any manner that infringes the Intellectual Property or other rights of any third party.
3.3.8 Cover Fee Information
(a) Merchant shall update the Cover Fee information in the Chope Platform, as stipulated in the Agreement.
4. CHOPE PLATFORM AND THE SERVICES
4.1 Registration
To access and use the Services, Merchant shall: –
(a) provide all necessary documents and information for Chope’s verification and onboarding process;
(b) ensure that its Applicable Outlet(s) meet the necessary technical requirements for accessing and operating the SaaS, including reliable electricity and stable internet connectivity;
(c) notify Chope of any significant changes to the physical layout or operational environment of its Applicable Outlet(s) that may impact the functionality or delivery of the Services; and
(d) comply with all access, setup, and operational instructions provided by Chope for the Services.
4.2 Merchant Account
Chope will create an account for Merchant to enable Merchant to log in and make use of the Services for its Applicable Outlets via the Chope Platform (“Merchant Account”). In this respect, the Merchant shall: –
(a) be responsible for all activity that occurs under the Merchant Account;
(b) maintain the confidentiality of the username and password or other log-in credentials designated during the registration process, taking all reasonable steps to prevent unauthorized third-party access to the Merchant Account; and
(c) immediately notify Chope of any unauthorised access to or use of its Merchant Account or any suspected security breach.
4.3 Access and Setup
Merchant agrees that by accessing and initiating use of the SaaS and setting up the Services for its respective Applicable Outlets, Merchant represents and warrants that:
(a) the configuration, customization, and personalization of the SaaS were satisfactorily programmed to Merchant’s specifications as required under the Agreement;
(b) the SaaS is in good working order for its intended use; and
(c) the SaaS has been tested and is capable of performing the Services.
4.4 Software Updates and Enhancements
Merchant acknowledges that Chope may provide maintenance, developments, modifications, updates and upgrades to the Services to improve functionality, performance and security (collectively, “Enhancements”). In the event of any Enhancements, Chope will use commercially reasonable efforts to notify the Merchant prior to the scheduled Enhancements that may result in temporary unavailability of the Services, or a material change to their core functionality. Routine maintenance, bug fixes and minor updates may occur without prior notice. Chope reserves the right, in its sole discretion, to determine whether Enhancements are provided as part of the standard Services subscription or are offered as separately priced features, modules or premium services. Merchant acknowledges and agrees that Chope may, from time to time, automatically deploy Enhancements, and Merchant’s continued use of the Services constitutes acceptance of such Enhancements.
4.5 Support and Integration
(a) Chope shall provide general support for the Services prescribed, using commercially reasonable efforts to answer queries and resolve issues related to the Services. However, Chope does not guarantee resolution of all reported queries.
(b) Chope shall, where required, cooperate with third parties appointed by the Merchant in relation to the provision or integration of the Services, provided that Chope shall owe no duty to such third parties in terms of the Agreement.
4.6 Merchant Equipment
(a) Merchant is solely responsible for ensuring that all of its own mobile devices, computers, tablets, or any other equipment (collectively, “Merchant Equipment“) used to access and utilize the Services and Chope Platform are fully compatible with Chope’s SaaS and capable of properly accessing and utilizing the Services. The Merchant represents and warrants that it will only use properly licensed third-party systems or devices in connection with its use of the Services. Chope is not responsible for any failure, degradation, or interruption of the Services caused by or related to the Merchant Equipment.
(b) The maintenance and repair of the Merchant Equipment shall be at the sole responsibility of the Merchant.
5. REPRESENTATIONS AND WARRANTIES
5.1 Each Party represents and warrants to the other Party that: –
(a) it has the capacity and power to enter into and perform and comply with the obligations under the Agreement;
(b) the Agreement constitutes its valid and binding obligations and is enforceable against it in accordance with the terms hereof;
(c) its execution of and/or performance of or compliance with its obligations under the Agreement do not and will not violate (i) any laws to which it is subject or (ii) any agreement to which it is a party or which is binding on it or its assets;
(d) it is not in default under any agreement which may materially and adversely affect its financial condition or its ability to perform any obligations under the Agreement, nor are there any claims, actions, suits, or proceedings pending or threatened against it which may have a similar or analogous effect;
(e) it is in compliance with and holds all applicable licenses and permits as required under applicable laws and regulations (including but not limited to food safety regulations); and
(f) each person who represents and binds it to the Agreement is authorized to so represent and bind it.
5.2 Where the Merchant is using the Chope Platform and Services, the Merchant warrants and represents that the Merchant shall: –
(a) ensure that all content, media and other materials used or provided under the Agreement shall not infringe or otherwise violate the Intellectual Property Rights of any third party;
(b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Chope Platform, and promptly notify Chope of any such unauthorized access or use;
(c) use the Chope Platform and Services only in accordance with the terms of the Agreement and applicable laws and regulations;
(d) not use the Chope Platform or Services to store or transmit malicious code, malware, viruses, or the like;
(e) not attempt to gain unauthorized access to the Chope Platform or its related systems or networks;
(f) not interfere with or disrupt the integrity or performance of any Services, the Chope Platform, or its related systems or networks;
(g) not permit direct or indirect access to or use of any Services or the Chope Platform in a way that circumvents or infringes on Chope’s Intellectual Property Rights, except as permitted under the Agreement;
(h) not modify, copy, or create derivative works based on the Services or the Chope Platform or any part, feature, function, or user interface thereof, except as expressly permitted in the Agreement or these Terms of Service;
(i) not disassemble, reverse engineer, or decompile the Services or the Chope Platform, or access them to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Services or the Chope Platform, (iii) copy any ideas, features, functions, or graphics of the Services or the Chope Platform, or (iv) determine whether the Services or the Chope Platform are within the scope of any patent except to the extent permitted by applicable law; and
(j) refrain from engaging in any activity that, in Chope’s sole judgment, threatens the security, integrity, or availability of the Services or the Chope Platform.
5.3 Each Party warrants that the representations and warranties set forth in this Clause 5 shall continue to be true, accurate and complete for so long as the Agreement subsists and any Service Fee remains outstanding and unpaid and shall promptly notify each Party in the event any of the representations or warranties become untrue in any way or form.
6. SERVICE FEES
6.1 In consideration of the Services provided by Chope, the Merchant shall pay Chope the Service Fees, as set out in the Commercial Terms of the Agreement. The Merchant acknowledges that these fees may vary based on the total number of registered Outlets and the number of diners, and shall be calculated using the final data recorded in the Chope Platform. In the event of any ambiguity or dispute regarding the application of Service Fees, Chope shall have the sole discretion to determine the applicable Service Fee(s).
6.2 Chope reserves the right to adjust the Service Fees from time to time, in accordance with Clause 18 of these Terms of Service.
7. PAYMENT AND INVOICING
7.1 Chope shall issue an invoice to the Merchant detailing the Service Fees payable, and the Merchant shall make payment in accordance with any Payment Method which has been approved by Chope.
7.2 Any disputes regarding an invoice must be notified to Chope in writing within three (3) Business Days from the date of the invoice, failing which the invoice shall be deemed accepted by the Merchant. Notwithstanding any disputed amount, the undisputed amount of the invoice shall remain payable in accordance with the terms of the Agreement, and Chope reserves the right to suspend Services until the dispute is resolved and all outstanding amounts are paid in full.
7.3 Where Merchant has notified Chope that it will make payment by eGiro:
(a) The deduction from Merchant’s designated bank account shall be made on the 19th day of each calendar month.
(b) Merchant must ensure sufficient funds and authorised payment limits, prior to each month’s deduction date.
(c) In the event of any errors or discrepancies, Merchant shall notify Chope immediately.
(d) Any changes to the connected bank account or eGIRO setup must be arranged through Chope Support.
7.4 For all other Payment Methods, apart from eGiro, Merchant shall make payment within the time stipulated in the invoice.
7.5 If the Merchant fails to pay the amount by the stipulated due date, Chope shall, without prejudice to its rights or remedies under law or the Agreement, be entitled to: –
(a) impose a penalty fee of one percent (1%) per day on the outstanding amount, calculated from the invoice issuance date until full payment is received;
(b) suspend the provision of Services;
(c) recover all expenses incurred in enforcing payment, including legal fees and debt collection costs, which the Merchant shall indemnify Chope for; and/or
(d) terminate the Services with immediate effect.
7.6 All payment related to the Service Fees under the Agreement shall be made via the elected Payment Method and/or any other payment arrangement as may be separately agreed between Chope and the Merchant. In this regard, the Merchant must provide true, current, and complete information for the Payment Method as Chope may require from time to time and ensure that it has sufficient funds or credit available for the timely payment of all Services Fees.
7.7 The Merchant agrees that it may charge End User for any bookings or reservations fees that are made through the Chope Platform. Chope shall act as the collection agent of the Merchant in respect of such payments by the End User, and any other amounts (where applicable). Chope shall remit to the Merchant the final payable amount, after taking into account the calculation of any refunds given to End User as a direct or indirect result of Merchant’s fault (as determined by Chope) (such final remitted amount being the “Reservations Revenue”). The Reservations Revenue collected will be remitted at such frequency as may reasonably be decided by Chope (or at such other frequency as may be agreed between Chope and Merchant).
7.8 Chope’s role as the collection agent of the Merchant is solely mechanical and administrative in nature. Chope, as collection agent of the Merchant, does not owe the Merchant any duty of care and/or any fiduciary duties.
7.9 Chope may delay, suspend or cancel any remittance to the Merchant in the event the Merchant breaches any term of the Agreement, and in the event there is any remittance made to the Merchant, such remittance shall not in any way be considered as a waiver of Chope’s rights.
7.10 In the event Chope determines the Merchant’s action and or performance in connection with the Agreement is likely to result or has resulted in End Users’ disputes, chargebacks or other third party claims, or if there are any sums owed by the Merchant to Chope, Chope shall be entitled at its sole discretion, to withhold any amount of the payment due to the Merchant for the longer term of: (i) the completion of investigations regarding Merchant’s actions or performance; or (ii) the resolution of the dispute.
7.11 All payments and remittances under the Agreement shall be effected through such payment/remittance arrangements, as determined solely by Chope or its Affiliate, by way of a separate agreement with the Merchant. Accordingly, Merchant hereby agrees to be bound by the terms and conditions set out in the GrabPay Merchant Terms and Conditions, as annexed at Schedule 3 of the Agreement.
7.12 Without prejudice to any other provisions, Chope may at any time set off any liability of Merchant to Chope against any liability of Chope to Merchant, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. Any exercise by Chope of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
8. TAXES
8.1 All fees and other amounts under the Agreement shall be paid in Singapore Dollars and are subject to GST (unless otherwise communicated by Chope to Merchant).
8.2 Each Party shall be responsible for its own taxes arising from the execution and performance of its obligations under the Agreement except for GST, withholding tax and stamp duty (if any) which shall be borne by the Merchant.
9. MARKETING AND PUBLICITY
9.1 The Parties shall conduct marketing and advertising activities in relation to the Services and Outlets, as mutually agreed. Such activities may be through various channels such as social media channels, websites or blogs and may be subject to additional terms and conditions. Where Chope is of the view that certain marketing and advertising activities offered by a third party may be of interest to the Merchant, Chope may suggest the said marketing and advertising activities to Merchant, subject to Merchant’s acceptance of the third party’s terms and conditions.
9.2 On an ongoing basis, the Merchant shall share with Chope the relevant portion of its marketing calendar and plans relating to the Chope Platform and the Services (including but not limited to the discounts and promotion details), for the mutual exploration of marketing and advertising activities.
9.3 Neither Party shall issue any press release or announcement or otherwise refer to the other Party in any manner with respect to the Agreement or otherwise, without the prior written consent of such other Party.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Merchant represents and warrants to Chope that it is the owner of, or has lawful rights with respect to, the use of Marks concerning the Content Material 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.
10.2 Merchant warrants and undertakes to Chope that:
(a) the Content Material as provided by the Merchant is not prohibited by, and complies with, all applicable laws (including all minimum age requirements, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conforms with the Policies;
(b) all Content Material as provided by the Merchant is accurate and up to date. The Content Material must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed and shall not contain any sexually explicit (except as expressly permitted in writing by Chope or allowed under applicable laws), defamatory or obscene materials; and
(c) it will not provide any Content Material, or provide any uniform resource locator (“URL”) or marks unless it has the right/license to provide the same to Chope to publish the Content Material including without limitation on the Chope Platform and where requested by Merchant, as part of a domain name.
10.3 Subject to the terms and conditions of these Terms of Service, each Party (“Licensor”) hereby grants to the other Party (and, in the case of Chope, to its Affiliates) (“Licensee”) a limited, non-exclusive and non-transferable license during the term of the Agreement to use such Party’s respective Marks (as defined in Clause 1.1), on a royalty-free basis, in Singapore and for the sole purpose of performing the Licensee’s obligations under the Agreement. All uses of a Party’s Marks by the other Party will be in the form and format specified or approved by the owner of such Marks. Except as expressly set forth herein, neither Party shall use the other Party’s Marks without the prior, express, written consent of the other Party. All goodwill related to the use of a Party’s Marks by the other Party shall inure to the benefit of the owner of such Marks. Except as expressly set forth herein, neither Party shall be deemed to grant the other Party any license or rights under any Intellectual Property Rights or other proprietary rights. Without prejudice to the foregoing, Merchant grants to Chope (and where applicable, its Affiliates) a licence during the term of the Agreement to use its Marks and Content Material that it provides for the purposes of the arrangement under the Agreement, including without limitation reproducing, displaying, using and publishing them on the Chope Platform as well as part of domain names and/or URLs and in receipts or other documents which Chope is authorized to issue on Merchant’s behalf to End Users.
10.4 Notwithstanding any other provisions (including without limitation Chope’s right to remove illegal and inappropriate Content Material), Chope has no obligation to verify the accuracy, completeness, and legality of Content Material.
10.5 Chope retains the right to determine the use and placement of Content Material, and the structure, appearance, design, functionality and all other aspects of the Chope Platform and the Services.
10.6 The Merchant hereby grants to Chope and its Affiliates a worldwide, perpetual, royalty free, irrevocable, freely sub-licensable, non-exclusive licence and its consent (as required under applicable privacy or data protection laws) to use, modify, translate, reconstruct, merge, compile, copy, or create derivative works of the Content Material in relation to any business activity of Chope and its Affiliates, except that Chope shall have the right to freely use Content Material that is in the public domain (which is not as a consequence of any breach by Chope). For avoidance of doubt, the Content Material may be published on the Chope Platform and other media means (including but not limited to twitter, facebook and Google AdWords campaign).
10.7 Each Party retains all right, title and interest in and to its technology and Intellectual Property Rights. Neither Party acquires any rights in the foregoing from the other Party except as expressly granted under the Agreement; all other rights are reserved, and no implied licenses are granted. Save where mutually agreed upon, neither Party shall attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.
10.8 The Agreement and these Terms of Service confers on the Merchant no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (including but not limited to the Chope Platform or other software) and data (including but not limited to sales data, performance data, End Users’ data) used, obtained or created under the Agreement. If such rights were nevertheless to have accrued to it for any reason whatsoever, Merchant will assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Chope or any other party designated by Chope, free of charge, or for a nominal fee. Merchant will use and process such software and data only for the purpose of the execution of the Agreement, will not claim any Intellectual Property Rights, sell, assign, license, publish, lease or otherwise commercially exploit such software and data, and will immediately cease their use and processing upon termination of the Agreement or if so required by Chope at any time.
10.9 Save for factual, truthful and not misleading references through a plain text link to http://www.grab.com, http://www.chope.com or URL(s) which Chope may provide Merchant with for the purposes of specific marketing or advertising activities/campaigns in respect of the Services as available on the Chope Platform, any linking to the Chope Platform or any part thereof is strictly prohibited in the absence of prior approval by Chope. Notwithstanding any other provisions, any website, software, platform or other device that links to the Chope Platform or any part thereof is prohibited from (a) replicating the content as made available on the Chope Platform or any part thereof (“Content”), (b) using a browser or border environment around the Content, (c) implying in any fashion that Chope or any of its Affiliates are endorsing it or its products or services, (d) misrepresenting any state of facts, including its relationship with Chope or any of its Affiliates, (e) presenting false information about products or services of Chope or any of its Affiliates, and (f) using any logo or mark of Chope or any of its Affiliates without prior written approval from Chope.
11. TERMINATION AND SUSPENSION
11.1 Either Party may terminate the Agreement in the event of a material breach by the other Party of the Agreement if the breach is not cured within two (2) days’ written notice thereof by the non-breaching Party.
11.2 Chope may terminate the Agreement without cause by giving to Merchant not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.
11.3 At any time, Chope may, upon giving written notice to Merchant, immediately terminate the Agreement or temporarily suspend the Services, if:
(a) Chope suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees or agents (including but not limited to manipulation of reservation data, intentional misuse of the Services, or submission of false information);
(b) Chope repeatedly receives bad reviews from End Users or complaints of failure to fulfil Reservations;
(c) Merchant is in violation of any food safety or other regulations relating to the Outlets;
(d) Merchant is in breach of any of the Policies; or
(e) in its reasonable opinion, the Merchant is in breach of any terms of the Agreement or there has been an act or omission on the part of the Merchant that may negatively affect Chope’s business.
For avoidance of doubt, any suspension of the Services shall not result in termination of the Agreement, the provisions of which shall remain applicable.
11.4 At any time, Chope may, upon giving written notice to Merchant, immediately terminate the Agreement, suspend the use of Merchant’s account and the Services entirely, and/or acting through its Affiliate(s) disable the cashless feature in the Merchant’s GrabPay wallet or block any financial instruments where it suspects that there is, or could reasonably be or result in, any unlawful, illegal, and/or fraudulent act, criminal activity, or breach of the Agreement.
11.5 At any time, either Party may, upon giving written notice to the other Party, immediately terminate the 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 the Agreement.
11.6 The termination of the Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.
11.7 Notwithstanding any other provision in this Clause 11, and without being liable for any liabilities to the Merchant, Chope shall be entitled to terminate the Agreement immediately by written notice: (i) if Chope deems fit to do so; (ii) due to a change in law; or (iii) where Chope is required to do so by any regulatory authority.
11.8 Upon termination or expiry of the Agreement: –
(a) Merchant shall immediately cease using the Services; and
(b) due to certain deactivation processes taking place with respect to the Merchant Account, Chope Platform and Services, which may remove the data, Content Materials and all information available therein, Merchant acknowledges and agrees that such processes are non-reversible and Chope shall bear no responsibility for any consequences arising therefrom. The Merchant shall, at its own expense, backup all data, Content Materials and all information uploaded in the Merchant Account prior to the termination or expiry.
12. INDEMNITY
12.1 The Merchant (the “Indemnifying Party”) shall indemnify, defend and hold harmless Chope, its Affiliates and its respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) including indirect Losses, arising out of or related to:
(a) any breach (including negligence or willful misconduct) of the Indemnifying Party and its employees or agents in the course of carrying out any of its obligations under the Agreement;
(b) any breach and/or non-compliance with applicable laws; or
(c) any third party claim arising out of or related to any harm resulting from the Indemnifying Party’s breach of the Agreement or the violation or alleged violation of any applicable law or regulation.
12.2 To the extent permitted by law, in no event shall the Indemnified Party be liable for any exemplary, special, punitive, indirect, consequential, or incidental damages whatsoever or howsoever caused (including, loss of business, interest, future business or loss of profits) arising out of or in connection with the Agreement even if such loss or damage was foreseeable by Indemnified Party or was brought to the Indemnified Party’s attention.
13. EXCLUSION AND LIMITATION OF LIABILITY
13.1 The Chope Platform and the Services are provided on an “as is” basis. Except as expressly provided for in the Agreement, Chope 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 Chope Platform and the Services will meet Merchant’s requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; and (iii) that the information, content, materials, or products included on Chope Platform will be as represented by Chope or available for sale in a timely manner. Merchant acknowledges that any information and any materials provided by or through the Chope Platform and the Services may contain inaccuracies or errors and Chope expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law. Any link found on the Chope Platform is provided for Merchant’s convenience to provide further information. It does not signify that Chope endorses the contents thereof and Chope has no responsibility for the content of external links.
13.2 Chope shall not be liable for any typographical, clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of Chope and such error or omission shall be subject to correction without any liability to Chope.
13.3 The Merchant acknowledges and agrees that any delay in or failure of Chope to render the Services, in whole or in part, attributable to the Merchant’s breach of the Agreement or delay in performing its obligations hereunder, shall be the sole responsibility of the Merchant. In such circumstances, the Merchant shall not hold Chope liable for any resulting losses, damages, or claims and shall remain obligated to pay all Service Fee due for Services performed by Chope under the Agreement.
13.4 The Merchant acknowledges and agrees that the Services provided by Chope is intended solely to facilitate the reservation process between the End User and the Merchant. Chope does not guarantee the confirmation of reservations made through the Services, and shall not be held liable for any disputes, cancellations, or issues arising from reservation confirmations, denials, or other actions taken by the Merchant. The Merchant shall retain sole responsibility for managing reservation availability in accordance with its operational capacity.
13.5 Chope shall not be liable for any claims, damages, or disputes arising from the actions, behavior, or conduct of End Users or any third-party during or after the reservation process, including but not limited to claims related to the quality of services, safety, or any other issues arising from the Merchant’s operations.
13.6 Notwithstanding any other provision of the Agreement, then, the total liability, in the aggregate, of Chope and its Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to the Merchant and anyone claiming by or through Merchant (including End Users), for any and all claims, indemnities, losses, costs or damages, including attorneys’ 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, shall not exceed, the lower of:
(a) the Service Fees that Chope is entitled to receive from Merchant for the month preceding the date the liability arose; or
(b) an equivalent amount of Singapore Dollars One Thousand (SGD1,000.00).
It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
14. CONFIDENTIALITY
14.1 The Parties agree that during the term of the Agreement, the Receiving Party may receive Confidential Information from the Disclosing Party. The Receiving Party may use the Disclosing Party’s Confidential Information solely to fulfil its obligations and/or exercise its rights under the Agreement. The Confidential Information shall be held in strict confidence by the Receiving Party, and shall not be disclosed to any third party (other than its directors, management, officers, employees, auditors and professional advisors, who have a need to know the Confidential Information for the purpose of the Agreement), directly or indirectly, without prior written consent of the Disclosing Party, during the term of the Agreement or after the termination of the Agreement. This obligation does not apply to information (i) that is already in the public domain through no breach of confidentiality or (ii) that is required to be disclosed pursuant to applicable laws, regulations, rules, ordinances, orders of court, any relevant government entities, supervisory authorities or judicial proceeding, or (iii) information that is disclosed to the Receiving Party by a third party not under confidentiality obligation.
14.2 Chope shall be entitled in compliance with applicable laws, to retain copies of all Confidential Information of the Merchant which is relevant to or forms part of the Services; to share the Confidential Information with its Personnel and any Chope Affiliates to the extent required to render the Services; and to share the Confidential Information with its professional advisors or insurers in the event of a claim arising from or in connection with the Agreement, provided that the provisions of this Clause 14 shall still apply to such copies.
15. PERSONAL DATA
15.1 Both Parties shall comply with their respective obligations under all applicable laws and regulations in connection with any Personal Data in relation to the Agreement.
15.2 To comply with applicable data protection requirements, Merchant shall ensure that booking widgets include opt-in boxes for End User consent to communications. These opt-in boxes must be linked to the applicable privacy policies of the relevant parties (including those of the Merchant).
15.3 The Merchant agrees that Chope may send marketing communications to the contact person designated by the Merchant. These communications may include updates about products, services, promotions, and events, and may be sent through email, SMS, phone calls, or other communication channels. The communications are intended to provide information that may benefit the Merchant’s business.
15.4 The Merchant is responsible for ensuring that the designated contact person has provided their consent to receive such marketing communications. The Merchant shall also notify Chope of any changes to the designated contact person or their contact details. Merchant may withdraw consent to receive marketing communications at any time by sending an email to dpo@chope.co or using any other methods provided by Chope, such as an unsubscribe option in email communications.
15.5 To the extent applicable, the Merchant represents, warrants and undertakes to Chope that, in its handling of Personal Data, it shall: –
(a) use, disclose, store, retain or otherwise process Chope Personal Data solely for the purposes of performing its obligations under the Agreement. Without prejudice to the generality of the foregoing, Merchant shall not use Chope Personal Data for direct marketing purposes, unless specific, explicit consent has been obtained from the End User for such purpose;
(b) access Chope Personal Data provided to the Merchant by Chope for the purposes of performing its obligations under the Agreement solely by using the Chope Platform or such other tools provided by Chope. Merchant shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by Chope;
(c) protect Chope 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) notify Chope 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.
16. FORCE MAJEURE
Neither Party shall be liable to the other Party or be deemed to be in breach of the Agreement (except for payment obligations) by reason of any delay in performing or observing, or any failure to perform or observe, any of its obligations under the Agreement, if the delay or failure was due to a Force Majeure Event provided that the Party affected (“Affected Party”) promptly provides a written notice specifying the particulars of the Force Majeure Event to the other Party.
17. SEVERABILITY
17.1 The invalidity or unenforceability for any reason of any part of the Agreement shall not prejudice or affect the validity or enforceability of the remainder of the Agreement.
17.2 If any provision of the Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend the provision in such a reasonable manner as achieves the intention of the Parties without the illegality or at the discretion of Chope, it may be severed from the Agreement without affecting the validity of the remaining provisions.
18. VARIATION
Chope reserves the right to amend the terms of the Agreement from time to time, in such manner as Chope 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 Chope may select. Any changes to the terms and conditions, including the applicable Service Fees will be deemed to be accepted by the Merchant unless the Merchant submits a written objection to Chope within fourteen (14) days of receipt of the notification regarding the change. Such amendment shall constitute an integral part of the Agreement.
19. COSTS AND EXPENSES
Save as otherwise stated in the Agreement, each Party shall be liable for its own costs and expenses in relation to the negotiation, preparation, execution and performance of the Agreement.
20. SUCCESSORS BOUND
The Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, estates, executors, administrators, successors, personal representatives, as the case may be, and their permitted assigns.
21. ASSIGNMENT, SUBCONTRACTING, NOVATION
The Merchant shall not assign the Merchant’s rights and/or benefits under the Agreement without the prior written approval of Chope. Chope shall be entitled to assign any and/or all of its rights under the Agreement to any of its Affiliates, without notice. The Merchant acknowledges that Chope’s obligations under the Agreement may be undertaken by Chope and/or any of Chope’s Affiliates. For the avoidance of doubt, the obligations under Clause 7 of these Terms of Service are or may be undertaken by Chope’s Affiliate and not Chope.
22. NOTICES
Unless otherwise specified in the Agreement, all notices issued or served under the Agreement shall be in writing, and shall be considered to have been given if hand delivered to the other Party’s representative, sent by registered post or email to the other Party at the address or email address for that Party specified in the Commercial Terms, or other address or email address as a Party may notify to the other Party.
23. GOVERNING LAW AND DISPUTE RESOLUTION
The Agreement shall be governed by the laws of Singapore. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules“) for the time being in force which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
24. ANTI-CORRUPTION
The Parties agree not to directly or indirectly offer or provide any improper or corrupt payments, gifts or things of value to any person; and shall comply at all times with the anti-corruption/anti-bribery and anti-money laundering laws and regulations of the relevant applicable jurisdictions.
25. MISCELLANEOUS
25.1 Nothing contained in the Agreement shall be construed as constituting or establishing any partnership or joint venture or relationship of employment between the Parties nor constitute one Party the agent of the other Party and vice versa and no Party shall have express or implied authority to bind or represent any other party for any purpose whatsoever.
25.2 A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of the Agreement.
