Last modified: 20 November 2024
Introduction
1. These Grab Limousine Services: Terms of Service (“Terms of Service”) are an appendix to and integral part of your Grab Limousine Services: Commercial Terms (“Commercial Terms”). Your Commercial Terms, together with these Terms of Service shall be referred to as the “Agreement” between you and GrabCar Pte Ltd (“Grab”).
2. Grab 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 Matching Services and Transportation 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.
3. Definitions
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 a day (other than a Saturday or Sunday or public holiday) on which banks are open for general business in Singapore;
“Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, including any Personal Data, information of a commercial, technical or financial nature relating to the Agreement, including the content of the Agreement, any information relating to 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, employees, or agents 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;
“Driver-Partner” means the independent third-party service provider who provides or intends to provide the Transportation Services and has completed the registration process to establish a user account with Grab, and is authorised and approved by Grab and/or its Affiliates to provide the Transportation Services;
“Disclosing Party” means either Party who discloses the Confidential Information under the Agreement;
“Force Majeure Event” means any war, hostilities (whether war be declared or not), invasion, act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, or civil war, riot, commotion, disorder, strike, go-slow or lockout by persons (other than the Affected Party’s officers, directors, employees, partners, suppliers, subcontractors and agents), natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity, including epidemics or pandemics as declared by the World Health Organization 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;
“Grab App” means the relevant mobile application(s) of Grab and/or its Affiliates which enables and facilitates the Matching Service and/or the Transportation Services;
“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, goodwill 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;
“Passenger” means any person that you are requesting the Transportation Services on behalf of and/or who utilises the Transportation Services requested by you;
“Personal Data” has the meaning ascribed to it under the Personal Data Protection Act 2012 of Singapore;
“Receiving Party” means either Party who receives the Confidential Information under the Agreement;
“Transportation Request” means a request for the Transportation Service which shall include the pick up address, the drop off address, the contact number of the Passenger and such other information as required for the provision of the Transportation Service; and
“Transportation Services” means the transportation services as listed in the Commercial Terms and provided by Driver-Partners to you, subject to the Terms of Service: Transport, Delivery and Logistics.
4. Scope of Services
4.1 You acknowledge and agree that Grab is a technology company which does not provide any form of transportation service and that Grab is not a Transportation Service provider. The Transportation Service will be provided by the Driver-Partner, and not by Grab.
4.2 During the Contract Term, Grab shall arrange for Driver-Partners to provide Transportation Services, as stipulated in the Commercial Terms.
4.3 You may send a Transportation Request for Transportation Services during the Contract Term, in the manner prescribed by Grab. Grab shall match a Driver-Partner to you, for the provisioning of the Transportation Service (such service provided by Grab, the “Matching Service”).
4.4 You shall provide Grab with a list of employees, agents or representatives who are authorised to make Transportation Requests on your behalf (“Authorised Representatives”). You shall obtain all necessary consents from the Authorised Representatives to provide their contact information to Grab, to facilitate the submission of Transportation Requests by you to Grab.
4.5 You shall be responsible for the Fees for all Transportation Requests made by Authorised Representatives, including any prohibited or unauthorised charges incurred by the Authorised Representatives.
5. Your obligations and warranties
5.1 You shall send a Transportation Request only via the Grab prescribed channel(s) and you warrant that all information provided in the Transportation Request is true, accurate, complete and up-to date in all respects.
5.2 You agree and acknowledge that once a Transportation Request has been accepted by the Driver-Partner (“Accepted Request”), such Accepted Request will become binding on you, and you shall not be entitled to cancel such Accepted Request (unless otherwise authorized by Grab) or in accordance with the Commercial Terms. Such Accepted Request shall be eligible for payment settlement by you (save for where the Accepted Request has been authorized by Grab for cancellation, such Accepted Request shall not be eligible for payment settlement by you).
5.3 You are responsible for obtaining all necessary consents from Passengers to provide their Personal Data to Grab, including their name and contact information, to facilitate provision of the Transportation Services to Passengers, as requested by you.
6. Grab’s Obligations
6.1 You acknowledge that fulfillment time for each Accepted Request is subject to various factors, and may be impacted by circumstances beyond Grab’s reasonable control, including but not limited to:
a) Adverse weather conditions;
b) Traffic conditions affecting Driver-Partner, such as accidents, traffic congestion, road closures, roadblocks, vehicle breakdown;
c) Inaccurate pick up address provided to Driver-Partner;
d) Special requests in relation to the Accepted Request.
7. Fees and Payment
7.1 You shall pay the Fees for the Matching Services and Transportation Services , as set out in the Commercial Terms, on a monthly basis.
7.2 Each month’s invoice shall be issued to you by the 10th of the following calendar month. You shall make payment within 30 days of the date of Grab’s invoice.
7.3 For the avoidance of doubt, Grab shall be entitled to revise the Fees, including any fares and surcharges, by written notice to you, including by way of e-mail notice.
8. Indemnity and Limitation of Liability
8.1 Without limiting Grab’s other available rights and remedies, you shall indemnify and keep indemnified, hold harmless and defend Grab and/or any of its Affiliates, including its respective employees, officers, agents and contractors as the case may be, from and against all claims, suits, losses, penalties, damages, fines, liabilities, costs and/or expenses (including any professional or legal fees on an indemnity basis) directly or indirectly, of any kind or nature arising from or in connection with any:
a) act or omission by you in the course of carrying out any of your obligations under the Agreement, your failure to perform any of your obligations under the Agreement or any other breach by you of the Agreement;
b) any breach of warranty, representation, agreement, acknowledgment or covenants (howsoever termed) by you contained in the Agreement;
c) claim by any third party, including any Driver-Partner, alleging or making any claim in respect of any matter arising from the Agreement (including but not limited to any alleged infringement of Intellectual Property Rights of any third party arising from Grab’s exercising of any right under the licence granted under these Terms of Service); and
d) claim arising out of or in connection with the Matching Service and/or Transportation Services.
8.2 The maximum aggregate liability of Grab shall not exceed:
a) the total Fees received by Grab under the Agreement; or
b) SGD 1,000.00,
whichever is lower, save for death or personal injury caused by Grab or its employees, servants or agents acting in the course of their employment.
8.3 To the extent permitted by law, in no event shall Grab 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 Grab or was brought to Grab’s attention before or after the Accepted Request.
9. Intellectual Property
9.1 Neither Party may use or reference the other party’s name, logo, trademarks or service marks without the prior written consent of such other party in each instance.
9.2 Grab and its Affiliate companies are and shall remain the owners of all right, title and interest in and to the Grab App, including any updates, enhancements and new versions thereof, and all related documentation and materials provided to you in connection with the Agreement.
9.3 Save as otherwise set out in the Agreement, nothing in the Agreement shall be construed to have the effect of transferring or in any way divesting ownership in the Intellectual Property Rights of one Party to the other Party.
9.4 The Parties undertake not to commit or omit any act or pursue any course of conduct during the term of the Agreement, which might tend to damage the goodwill or reputation, prejudice the validity or enforceability, and/or dilute or reduce the value or strength, of any Party’s Intellectual Property Rights used in connection with the Agreement.
10. Confidentiality and Publicity
10.1 Each Party hereto undertakes to keep absolutely confidential all Confidential Information, specifications or documentations whatsoever concerning the business and affairs of the other, obtained or received as a result of the discussions leading to or during the execution or enforcement of the Agreement.
10.2 Each Party agrees and undertakes with each other to protect the Confidential Information of the other Party using not less than the standard of care which it treats its own Confidential Information but in no event less than reasonable care and shall ensure that the Confidential Information of the other Party is stored and handled in such a way as to prevent unauthorized disclosure.
10.3 Each Party shall use its best efforts to limit dissemination of the Confidential Information to its and its Affiliates’ employees, consultants, officers, agents or sub-contractors (collectively referred to as “Permitted Persons“) to whom disclosure is necessary for each of them to perform his duties under the Agreement. Each Party shall impose the above obligation of confidentiality on their Permitted Persons.
10.4 The foregoing obligations shall not apply, however, to any part of the Confidential Information which:
a) was already in the public domain or becomes so through no fault of the Receiving Party;
b) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party;
c) is approved for release by prior written authorization by the Disclosing Party; or
d) is required by law or regulatory or other authority to be disclosed.
10.5 All Confidential Information (including copies of such Confidential Information) disclosed by or on behalf of the Disclosing Party shall remain the property of the Disclosing Party and shall be returned (or, at the Disclosing Party’s option, certified destroyed) upon written request. The Parties agree that they shall within ten (10) days of written notice return or destroy all documents and tangible items in their possession which contain any Confidential Information and provide a certificate of destruction if such Confidential Information is destroyed. Notwithstanding the above, The Receiving Party shall not be deemed to have failed to return any of the Disclosing Party’s Confidential Information which may be present on its servers, back-up sources, or other similar archival or disaster recovery systems, if such Confidential Information is deleted from local hard drives and no attempt is made to recover such Confidential Information.
10.6 The obligations contained in this clause shall survive the termination or expiration of the Agreement.
10.7 Each Party agrees that it shall not issue or release any articles, advertising, publicity or other matter relating to the Agreement (including the fact that a meeting or discussion has taken place between the Parties), without the other Party’s prior written consent.
11. PERSONAL DATA
11.1 Grab collects, processes, transfers and secures personal data about you and Passengers according to the terms of Grab’s Privacy Notice relating to the Transportation Services and for other necessary purposes under Grab’s terms of services, and in accordance with all applicable data protection laws and regulations.
11.2 You are not obligated to provide Grab with personal data and any data, including but not limited to personal data collected by Grab, will be provided by you at your own will and with your explicit consent granted by accepting these terms and conditions.
11.3 You hereby (i) undertake, where necessary, to obtain explicit consent from Passengers for the collection, processing, transferring and securing of data, including but not limited to personal data, described herein and (ii) confirm that you in fact collect and process such Passengers’ personal data in accordance with applicable data protection laws and regulations.
12. REPRESENTATIONS AND WARRANTIES
12.1 You represent and warrant that:
a) you shall maintain all necessary licenses and authorisations required in Singapore for the operation of your business and/or which is required in order to perform your obligations under the Agreement;
b) you shall maintain all necessary licenses, authorisations and consents from third parties required in connection with the Agreement;
c) all information and data supplied, including the Transportation Request, in relation to or pursuant to the Agreement is true, complete and accurate in every respect; and
d) you shall take all steps necessary to ensure that you shall not cause Grab and/or any Driver-Partner(s) to be in breach, infringe or violate any laws or regulations (including third party Intellectual Property Rights) in performance of the Matching Service and/or the Transportation Services.
13. Term and Termination
13.1 The Agreement shall continue in full force during the Contract Term, unless earlier terminated in accordance with the Agreement.
13.2 Either Party shall be entitled to terminate the Agreement for convenience by providing thirty (30) days’ written notice to the other Party.
13.3 Grab shall be entitled to terminate the Agreement immediately by written notice upon the occurrence of any of the following events, without prejudice to Grab’s other rights under the Agreement:
a) You commit any material breach of any provision of the Agreement or any warranties, covenants, undertakings, representations, warranties and/or agreement and in case of a breach which is capable of being remedied, fails to be remedied within three (3) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
b) any mortgagee, charge, encumbrancer takes possession, or a receiver is appointed over any of the property or assets of you or you make any voluntary arrangement with your creditors or become subject to an administration order, or any of your licenses are revoked by the regulatory authority; or
c) if Grab is required to do so by any regulatory authority.
13.4 The expiry or earlier termination of the Agreement for any reason whatsoever shall not affect accrued rights of any Party hereunder or release any Party from any liability which at the time of such expiry or termination has already accrued.
14. Force Majeure
Neither Party shall be liable to the other Party or be deemed to be in breach of the Agreement 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.
15. 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 SIAC 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.
16. Miscellaneous
16.1 You shall not assign your rights and/or benefits under the Agreement without the prior written approval of Grab. Grab shall by written notice be entitled to assign any and/or all of its rights under the Agreement to any of its Affiliates.
16.2 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.
16.3 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.
16.4 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 Grab, it may be severed from the Agreement without affecting the validity of the remaining provisions.
