Last modified: 23 August 2024
By using the Services (as defined below), you agree that you have read, understood, accepted and agreed with these Grab Merchant: Terms and Conditions (the “Terms and Conditions”).
Grab may amend these Terms and Conditions 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 Grab Platform or Services, after any changes or updates to these Terms and Conditions, whether or not reviewed by you, shall constitute your consent and acceptance of the revised Terms and Conditions.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meaning:
“Activation Fee” means the one-time, non-refundable activation fee(s) (the amount or rate of which is specified in the Commercial Terms) to be paid or payable to GRAB by Merchant, in consideration for GRAB’s activation of the Services for Merchant;
“Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” means the Commercial Terms, these Terms and Conditions, the GrabPay Merchants Terms and Conditions, the PayLater Merchants Terms and Conditions, and any amendments thereto as the same may be amended, varied, modified or supplemented by in accordance with these Terms and Conditions;
“Business Day” means a day (other than a Saturday or Sunday or public holiday) on which banks are open for general business in Singapore;
“Card” means a credit card or debit card issued by a bank or financial institution or any other person deemed acceptable by GRAB;
“Commercial Terms” mean the commercial terms and conditions agreed between Merchant and Grab;
“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 this Agreement), including, but not limited to, any Personal Data as defined under this Agreement, the content of this 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 this 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. For the avoidance of doubt any latitude, longitude, address, place name and any other point of interest data provided by Merchant to GRAB is deemed public domain information;
“Content Material” means product information, text, images, and any other relevant and/or legally required information relating to the listing of Goods on the Grab Marketplace, including third party and Merchant’s trademarks and other Intellectual Property Rights related materials;
“Demand Generation” means the application, platform or other channel through which an End User placed an order for Goods;
“Disclosing Party” means either Party who discloses the Confidential Information under this Agreement;
“End User” means a person(s) or consumer(s) who uses the Grab Marketplace to order and purchase Goods from the Merchant;
“Force Majeure Event” 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 such as, 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;
“Goods” or “Good(s)” means one (1) or several good(s), including but not limited to food and/or beverage and/or voucher(s) (electronic or otherwise): (i) owned and offered for sale by the Merchant; or (ii) which the Merchant has full rights to offer for sale, via the Grab Platform for purchase by End User;
“GRAB” means GrabCar Pte. Ltd or its Affiliates, where applicable;
“Grab Marketplace” means one or more service(s), platform(s) or marketplace(s) (including but not limited to GrabFood and GrabMart) available on the Grab Platform which enables an End User to order and pay for the Goods from the Merchant and/or, as the case may be, to have such Goods delivered or picked-up;
“Grab Platform” means the relevant mobile application(s) (such mobile application(s), the “Grab App”), web-based platform(s) and/or other platform(s) that GRAB and/or its Affiliates own and/or operate for the purposes of Grab Marketplace and Services which enable and facilitate any or all of the following: (a) an End User’s purchase of the Goods from the Merchant; (b) matching of the Merchant with the Delivery Partners in order for Delivery Partners to perform delivery or logistics services or (c) such other enablement or facilitation as GRAB and/or its Affiliates deem fit;
“Grab Personal Data” means Personal Data which GRAB or its Affiliates discloses to the Merchant or which the Merchant processes on behalf of Grab for purposes of this Agreement;
“Grab Terms and Policies” means any rules, guidelines, terms and conditions, policies, codes of conduct and/or notices including but not limited to those listed at https://www.grab.com/sg/terms-policies/ or as may appear on the Grab Platform or as may be communicated or published from time to time by GRAB;
“GST” means Goods and Services Tax;
“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;
“Listed Items” means all the Goods which are listed on the Grab Marketplace;
“Merchant” or “You” means the Merchant whose particulars are as specified in the Commercial Terms;
“Minimum Suspension Period” means a period of 60 days during which GRAB is allowed to suspend payment to the Merchant;
“Party” means either the Merchant or GRAB (and collectively shall be referred to as the “Parties”);
“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;
“Receiving Party” means either Party who receives the Confidential Information under this Agreement;
“Relevant Price” of a Good(s) means, as applicable, (a) the retail price (including GST) of that Good(s) as published on the Grab Platform; or (b) where there are any relevant coupons or other discounts provided or funded by the Merchant (including Dine Out Discounts), the resulting lower price after applying such coupons or other discounts to the retail price (including GST) of that Good(s) as published on the Grab Platform. For clarity, any coupons or discounts provided or funded by GRAB shall not be applied to or otherwise be taken into account in the Relevant Price;
“Service Fee” means the service fee (the amount(s) or rate(s) of which is specified in the Commercial Terms, depending on the mode of Demand Generation and/or depending on the mode of delivery) to be paid or payable to GRAB by the Merchant, in consideration for the Services; and
“Stores”, “Outlets” or “Restaurants” means the respective shops or business premises (whether brick-and-mortar or otherwise) of the Merchant as listed in the Commercial Terms.
2. ENTIRE AGREEMENT
2.1 This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and supersedes all prior agreements, correspondence, negotiations, representations, and expressions of intention relating to the subject matter hereof, whether in writing or oral between the Parties.
2.2 Any terms and conditions of the Merchant in relation to the Goods provided to the End User shall not be part of this Agreement unless GRAB expressly agrees to adhere to them in writing.
3. TERM
This Agreement shall be effective throughout the duration specified in the Commercial Terms.
4. SERVICES
4.1 GRAB shall not be involved in the actual transaction between the Merchant and the End User. The Merchant positions itself as the legal owner and/or the authorized vendor and, shall ensure that it is legally authorized and is able to fulfil all of the sale and after sale obligations, as detailed under applicable laws and regulations.
4.2 In consideration of the Service Fee, GRAB shall:
(a) make available to Merchant the Grab Platform in order to enable and facilitate the Grab Marketplace; and
(b) where applicable, provide lead generation, payment processing and other related services in connection with sub-clause (a),
(“Services”).
4.3 Merchant agrees that GRAB is a technology company providing the Grab Marketplace on the Grab Platform only and accordingly:
(a) GRAB does not have any responsibility with respect to the legality of the transactions occurring between the Merchant and the End User and the Merchant undertakes that all transactions are in compliance with law including any anti-money laundering regulations;
(b) GRAB shall not be involved in any agreements, terms and conditions or rights and obligations between the End User and the Merchant. If there is any dispute arising out of or in connection with the Goods provided to the End User or any other dispute, GRAB may facilitate consumer services in dealing with the disputes as determined by GRAB’s policies, at its sole discretion. For avoidance of doubt, GRAB shall in no event be liable for any liabilities (including indirect liabilities) in respect to any services provided by the Merchant arising out of or in connection with the Goods; and
(c) neither GRAB nor its Affiliates provide any delivery or logistics services, save for the booking and matching platform for the Merchant to connect with End User.
4.4 The Merchant acknowledges that the availability of the Grab Platform, the Grab Marketplace, and the Services, is subject to:
4.4.1 availability of resources, including, without limitation, resources under the control of GRAB and availability of a suitable network infrastructure at the time at which the Services are requested or delivered;
4.4.2 if applicable, geographic and technical capability of communication networks and other delivery systems at the time at which the Services are requested or delivered;
4.4.3 provisioning time that may be required by GRAB to provide the Services; and
4.4.4 access to and use of account(s) on Grab Platform as well as use of certain software, solution(s) device(s) or platform(s) as may be made available by or via GRAB and/or its Affiliate(s), to which the Grab Terms and Policies shall be applicable.
5. PARTIES’ OBLIGATIONS
5.1 GRAB and the Merchant shall perform their respective obligations as set out under this Clause 5.
5.2 GRAB’s obligations and rights:
5.2.1 GRAB shall publish and/or update the Grab Platform with the Stores, Outlets or Restaurants’ information as the case may be, and the Goods information offered by the Merchant, to the extent that such information and updates are communicated to GRAB by the Merchant in a timely manner and otherwise in accordance with Clause 5.3.1.
5.2.2 GRAB has the absolute discretion to determine the shelving of the Goods in consideration of the Goods performance and any other special offers.
5.2.3 GRAB shall be entitled to take down or not publish any Goods and/or information relating to any of the Goods, at its sole discretion.
5.3 Merchant’s obligations and rights:
5.3.1 Provision of information
(a) Merchant shall provide all Content Material (including any updates from time to time) to be published on the Grab Platform relating to Merchant, Stores, Outlets, Restaurants and/or Goods and such Content Material 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) All Content Material shall be complete, not misleading and accurate and includes but is not limited to logo, images of Goods, prices, and Merchant’s company particulars.
(d) Changes to the information provided under Clause 5.3.1(a) shall be communicated by the Merchant to GRAB immediately (and in any event no later than 3 Business Days after such change occurring). Notwithstanding the foregoing, Merchant shall honour all Goods orders made in reliance of any information (even if outdated) published on the Grab Platform.
(e) Merchant shall ensure that any and all information provided to GRAB does not violate any Intellectual Property Rights including any third party’s Intellectual Property Rights.
(f) Merchant shall verify the information published by GRAB on the Grab Platform and immediately point out any mistakes or inaccuracies.
5.3.2 Change in business/licence
Merchant shall ensure that it obtains and maintains in force any and all licences and approvals as may be required with respect to the Goods. If there is any change to Merchant’s business and/or operating licenses (including, where applicable, Halal certification, liquor licence etc.), the Merchant shall communicate such change to GRAB immediately (and in any event no later than within 24 hours of such change).
5.3.3 Pricing
(a) Merchant shall fulfil all orders for the Goods at their stated quantity and at the stated Relevant Price.
5.3.4 Marketing
(a) Merchant shall allow, subject always to the prior approval of the Merchant, authorize and assist GRAB to place any marketing materials relating to the Grab Marketplace, the Services and any other relevant information (as decided by GRAB) at the Stores, Outlets or Restaurants, as the case may be, or any other place of business of the Merchant, without any charge to GRAB.
(b) Merchant agrees to allow GRAB to share Merchant’s contact information with third parties in order to allow such third parties to contact Merchant to arrange for photography shoots of the Merchant’s Goods.
5.3.5 End Users
(a) Merchant shall ensure, using reasonable efforts, that its agreement between the End User and it, in relation to provision of the Goods reflects the terms required under this Agreement and is in compliance with the Grab Terms and Policies.
5.3.6 Assurance to GRAB
Merchant shall not expose GRAB (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 GRAB at its sole discretion, determines to be harmful to GRAB’s operations, reputation or goodwill.
6. MERCHANT’S UNDERTAKINGS IN RELATION TO GOODS
6.1 The Merchant hereby agrees and undertakes as follows:
6.1.1 the Goods are of merchantable quality, fit for their purpose, free from defects and strictly conform to their listed specifications, and their storage, production and preparation comply with all relevant laws and regulations (including but not limited to food safety, where applicable). Any violations of such regulations shall be notified by Merchant to GRAB immediately. The Merchant shall be responsible to handle and resolve all complaints and issues raised by End Users (including, if necessary, processing and satisfying claims under Merchant’s relevant insurance policy/ies);
6.1.2 the Goods and the offer for sale of such Goods are not prohibited and comply with all laws (including all licensing, approvals, registrations, minimum age requirements, marking and labelling requirements, product warranties, specifications and performance criteria);
6.1.3 it has full unencumbered title in the Goods including in any materials incorporated in the Goods and all Goods are free from liens, charges or other security interests and/or has full rights to offer for sale the Good(s) via the Grab Platform;
6.1.4 it will not, directly or indirectly, sell the Goods: (i) for any perishable Goods, after the manufacturer expiry date or relevant “consume by” date (or similar date prescribed under any food safety or hygiene guidelines); and (ii) for non-perishable Goods, on any date that is less than six (6) months before the expiry date. For the avoidance of doubt, GRAB shall not be obligated to check the expiry date of the Goods and shall not be liable for any food safety issues or liabilities, decay or degradation by reason of the Goods’ perishable nature, or improper packaging as presented to the End User;
6.1.5 it will not, directly or indirectly, sell counterfeit, “replica” and name brand “knock off” Goods or Goods violating any Intellectual Property Rights;
6.1.6 it shall only sell alcoholic beverages to End Users who are legally entitled to purchase such alcoholic beverages and in accordance with the laws and regulations, including but not limited to the Liquor Control (Supply and Consumption) Act 2015. Grab shall not be obligated to verify the age of the End User or the recipient of such Goods; and
6.1.7 it shall ensure that the following restricted items shall not be sold for consumption: animals of any size, illegal items, fragile items, dangerous items (eg weapons, explosives, flammables, etc), stolen goods, including any substance which consist of any amounts of nicotine or tobacco or any items that Merchant does not have permission or license to sell.
7.MARKETING AND PUBLICITY
7.1 The Parties shall conduct marketing and advertising activities in relation to the Goods, 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 GRAB is of the view that certain marketing and advertising activities offered by a third party may be of interest to the Merchant, GRAB may suggest the said marketing and advertising activities to Merchant, subject to Merchant’s acceptance of the third party’s terms and conditions.
7.2 On an ongoing basis, the Merchant shall share with GRAB the relevant portion of its marketing calendar and plans relating to the purposes of Grab Marketplace (including but not limited to the discounts and promotion details), for the mutual exploration of marketing and advertising activities.
7.3 Neither Party shall issue any press release or announcement or otherwise refer to the other Party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other Party.
8. FEES AND CHARGES
8.1 Service Fee and Activation Fee: In consideration of GRAB’s activation and provision of the Services under this Agreement, GRAB shall charge the Merchant an Activation Fee and the Service Fee. For the avoidance of doubt and unless otherwise stated under this Agreement, the Merchant shall not impose any charge (which is not shown on the Grab Platform) to the End User.
8.2 Payment by End User to Merchant: Merchant acknowledges and confirms that the End User shall pay the Merchant (a) the Relevant Price, less any amounts deducted after applying any applicable discounts; and (b) any other amounts (where applicable), upon confirmation of the booking of the Goods on the Grab Platform (a “Confirmed Order“), either:
8.2.1 immediately, by a Card (such payment method, the “Immediate Payment Method“); or
8.2.2 where available, on a deferred basis, by selecting the “PayLater” payment method within the Grab Platform. In the event that the End User chooses to pay for the Goods (including any other amounts, where applicable) on a deferred basis, Merchant shall agree to grant the End User deferred payment terms such that the End User shall only be obliged to pay Merchant, on an interest-free basis falling by the 7th day of the subsequent month after the month of the Confirmed Order of the Goods (“PayLater Method“). The Merchant agrees that GRAB may, whether through the Grab Platform or otherwise, facilitate any such payment to the Merchant by the End User (including by way of provision of the End User’s name and contact information to Merchant).
The Merchant may assign such payments on deferred payment terms (the “Receivables“) to GRAB, its Affiliate, or such other third party as GRAB may approve. The Merchant desires to assign the Receivables to GRAB or its Affiliate or such approved third party, and in pursuance thereof the Merchant is willing enter into a receivables purchase agreement agreed between the Merchant and such party pursuant to which the Merchant will receive payment in exchange for the Merchant’s assignment of the Receivables. Accordingly, Merchant hereby agrees to be bound by the PayLater Merchants Terms and Conditions.
8.3 Remittance to Merchant (Immediate Payment Method): GRAB shall act as the collection agent of the Merchant in respect of the payment by the End User of the Relevant Price, and any other amounts (where applicable). GRAB shall remit to the Merchant the final payable amount of the Goods Revenue, after taking into account the calculation of: (i) Goods Payment (including any fees collected on Merchant’s behalf) earned by Merchant, including any discounts and subsidies as agreed by Merchant, and (ii) deducting (1) any unpaid Activation Fee (or any portion thereof); and (2) any refunds given to End User as a direct or indirect result of Merchant’s fault (as determined by GRAB) (such final remitted amount being the “Goods Revenue”). The Goods Revenue collected will be remitted at such frequency as may be reasonably be decided by GRAB (or at such other frequency as may be agreed between GRAB and Merchant). Adjustments to the Goods Revenue (if any) shall be remitted by GRAB to the Merchant at such frequency as may be reasonably be decided by GRAB (or at such other frequency as may be agreed between GRAB and the Merchant).
“Goods Payment” shall mean the Relevant Price of the Good(s) sold and determined by the Merchant via the Grab Platform (as published on the Grab Platform, which shall be inclusive of GST and/or any other prevailing taxes) less the applicable Service Fee.
8.4 Remittance to Merchant (PayLater Method): GRAB shall act as the collection agent of Merchant in respect of the payment of the purchase price by the assignee for the assignment of the Receivables. GRAB shall remit to Merchant the total purchase price collected which shall equal to: (i) Goods Payment (including any fees collected on Merchant’s behalf) earned by Merchant, including any discounts and subsidies as agreed by Merchant, and (ii) deducting (1) any unpaid Activation Fee (or any portion thereof); and (2) any refunds given to End Users as a direct or indirect result of Merchant’s fault (as determined by GRAB) (such final remitted amount being the Goods Revenue). The Goods Revenue collected will be remitted at such frequency as may be reasonably be decided by GRAB (or at such other frequency as may be agreed between GRAB and Merchant). Adjustments to the Goods Revenue (if any) shall be remitted by GRAB to Merchant at such frequency as may be reasonably be decided by GRAB (or at such other frequency as may be agreed between GRAB and Merchant).
8.5 Disclaimer of liability as collection agent: GRAB’s role as the collection agent of the Merchant is solely mechanical and administrative in nature. GRAB, as collection agent of the Merchant, does not owe the Merchant any duty of care and/or any fiduciary duties.
8.6 GRAB may delay, suspend or cancel any remittance to the Merchant in the event the Merchant breaches any term of this 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 GRAB’s rights.
8.7 In the event GRAB determines the Merchant’s action and or performance in connection with this 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 GRAB, GRAB shall be entitled at its sole discretion, to withhold any amount of the Goods Revenue for the longer term of: (i) Minimum Suspension Period; (ii) the completion of investigations regarding Merchant’s actions or performance; or (iii) the resolution of the dispute.
8.8 GRAB reserves the right to impose limits on orders or transaction values to an End User and GRAB shall not be liable if (i) GRAB does not proceed with an order that would exceed the limit; (ii) GRAB allows an End User to cancel the orders on the Grab Platform; or (iii) the Goods are unavailable following the commencement of a transaction.
8.9 Payment/Remittance Method: All payments and remittances under this Agreement shall be effected through such payment/remittance arrangements, as determined solely by GRAB 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.
8.10 Without prejudice to any other provisions, GRAB may at any time set off any liability of Merchant to GRAB against any liability of GRAB to Merchant, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by GRAB of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise. Notwithstanding any other provisions, where mutually agreed upon, GRAB may further set off any amount payable by Merchant to itself or its Affiliate(s) (“Amount Payable”) against the final payable amount of the Goods Revenue to be remitted to Merchant under this Agreement, in consideration of the settlement of the Amount Payable.
8.11 Merchant hereby authorizes GRAB to issue receipts to End Users on behalf of Merchant for the Confirmed Orders made via the Grab Platform. The said receipts may feature Merchant’s Marks and the Content Material.
9. RETURNS/REFUNDS
9.1 GRAB will exercise its discretion to determine whether the End User will receive an adjustment, reimbursement, replacement, or any other methods, as determined by GRAB and/or to require the Merchant to reimburse GRAB, if GRAB is of the view that Merchant is liable to do so. For the avoidance of doubt this may include, but is not limited to, situations where the End User cancels a Confirmed Order.
9.2 Where GRAB has refunded or paid any such aforementioned amount (whether on behalf of the Merchant or otherwise), such amount will be recoverable by GRAB from the Merchant as a debt due from the Merchant and GRAB shall be entitled to deduct such amount from amounts payable to the Merchant under this Agreement, or by other methods at GRAB’s election.
9.3 Merchant will promptly notify GRAB of any threat of a public or private recall by the manufacturer or distributor of any of the Goods. Parties agree that GRAB shall not be liable for any damages and loss associated with the recalled Goods.
9.4 GRAB has no obligation to accept the return of any Goods.
9.5 The End User may go to the Merchant’s Store to exchange the Goods, however, GRAB shall not be obligated to refund any amounts to the Merchant or the End User. For avoidance of doubt, such arrangements are between the Merchant and End User, GRAB shall not be liable or take accountability of any arrangements outside of this Agreement and GRAB shall be entitled to charge the respective Service Fee accordingly.
9.6 GRAB will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any defective Goods (including due to a threatened recall). Without limiting GRAB’s other available rights and remedies, GRAB reserves the right to claim all costs (including indirect costs) on an indemnity basis, incurred by GRAB as resulted from any defective Goods (including due to a threatened recall).
10. TAXES
10.1 Merchant shall be responsible for determining and setting the Relevant Price for each of the Goods, subject always to prior notification to GRAB and Clause 10.2 below. Merchant shall be the “retailer” or “seller” of all Goods for the purpose of any GST and the responsible party for collection and remittance of applicable GST as well as for issuance of any such documents (including without limitation, where applicable, tax invoices) to End User(s) as may be required by applicable laws. For the sake of clarity, the Relevant Price for each of the Goods shall include GST and any applicable prevailing taxes. All fees and other amounts under this Agreement shall be paid in Singapore Dollars and are subject to GST (unless otherwise communicated by GRAB to Merchant).
10.2 Each Party shall be responsible for its own taxes arising from the execution and performance of its obligations under this Agreement except for GST, withholding tax and stamp duty (if any) which shall be borne by the Merchant.
11. INTELLECTUAL PROPERTY
11.1 Merchant represents and warrants to GRAB that it is the owner of, or has lawful rights with respect to, the use of Marks concerning the Goods and 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, or advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.
11.2 Merchant warrants and covenants that:
11.2.1 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 Grab Terms and Policies;
11.2.2 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 in connection with the offer, merchandising, advertising or sale of the Goods and shall not contain any sexually explicit (except as expressly permitted in writing by GRAB or allowed under applicable laws), defamatory or obscene materials; and
11.2.3 it will not provide any Content Material, or seek to list for sale on the Grab Marketplace any Goods, or provide any uniform resource locator (“URL”) or marks unless it has the right/license to provide the same to GRAB to publish the Content Material including without limitation on Grab Marketplace, Grab Platform and where requested by Merchant, as part of a domain name.
11.3 Subject to the terms and conditions of this Agreement, each Party (“Licensor”) hereby grants to the other Party (and, in the case of GRAB, to its Affiliates) (“Licensee”) a limited, non-exclusive and non-transferable license during the term of this Agreement to use such Party’s respective Marks (as defined below), on a royalty-free basis, in Singapore and for the sole purpose of performing the Licensee’s obligations under this Agreement. For purposes of this Agreement, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable Party. 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 GRAB (and where applicable, its Affiliates) a licence during the term of this Agreement to use its Marks and Content Material that it provides for the purposes of the arrangement under this Agreement, including without limitation reproducing, displaying, using and publishing them on the Grab Marketplace and Grab Platform as well as part of domain names and/or URLs and in receipts or other documents which GRAB is authorized to issue on Merchant’s behalf to End Users.
11.4 Notwithstanding any other provisions (including without limitation GRAB’s right to remove illegal and inappropriate Content Material), GRAB has no obligation to verify the accuracy, completeness, and legality of Content Material.
11.5 GRAB retains the right to determine the use and placement of Content Material, and the structure, appearance, design, functionality and all other aspects of the Grab Platform, the Grab Marketplace, and the Services.
11.6 The Merchant hereby grants to GRAB 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 Grab and its Affiliates, except that GRAB 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 GRAB). For avoidance of doubt, the Content Material may be published on the Grab Platform and other media means (including but not limited to twitter, facebook and Google AdWords campaign).
11.7 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.
11.8 This Agreement 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 Grab Platform, the Grab Marketplace or other software) and data (including but not limited to sales data, performance data, End Users’ data,) used, obtained or created under this 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 GRAB or any other party designated by GRAB, 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 this 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 GRAB at any time.
11.9 Save for factual, truthful and not misleading references through a plain text link to http://www.grab.com or URL(s) which GRAB may provide Merchant with for the purposes of specific marketing or advertising activities / campaigns in respect of the Goods as available on Grab Platform and Grab Marketplace, any linking to Grab Platform, Grab Marketplace or any part thereof is strictly prohibited in the absence of prior approval by GRAB. Notwithstanding any other provisions, any website, software, platform or other device that links to Grab Platform, Grab Marketplace or any part thereof is prohibited from (a) replicating the content as made available on Grab Platform, Grab Marketplace or any part thereof (“Content”), (b) using a browser or border environment around the Content, (c) implying in any fashion that GRAB or any of its Affiliates are endorsing it or its products or services, (d) misrepresenting any state of facts, including its relationship with GRAB or any of its Affiliates, (e) presenting false information about products or services of GRAB or any of its Affiliates, and (f) using any logo or mark of GRAB or any of its Affiliates without prior written approval from GRAB.
12. REPRESENTATIONS AND WARRANTIES
12.1 Each Party represents and warrants to the other that:
12.1.1 it has the capacity and power to enter into and perform and comply with the obligations under this Agreement;
12.1.2 this Agreement constitutes its valid and binding obligations and is enforceable against it in accordance with the terms hereof;
12.1.3 its execution of and/or performance of or compliance with its obligations under this Agreement do not and will not violate (i) any laws to which it is subject or (ii) any agreement to which it is a party or which is binding on it or its assets;
12.1.4 it is not in default of any agreement to which it is bound which may materially and adversely affect its financial condition or its ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, litigation or arbitration pending or threatened against it which may have a similar or analogous effect;
12.1.5 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);
12.1.6 each person who represents and binds it to this Agreement is authorized to so represent and bind it; and
12.1.7 all content, media and other materials used or provided under this Agreement shall not infringe or otherwise violate the Intellectual Property Rights of any third party.
12.2 Each Party warrants that the representations and warranties in Clause 12.1 shall continue to be true for so long as this 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.
12.3 Merchant warrants and represents that it shall not use the Grab Marketplace and/or the Grab Platform for any illegal purpose (including the transportation of drugs, doing any action being contrary to public order and good morals or in violation of the law).
13. TERMINATION AND SUSPENSION
13.1 Either Party may terminate this Agreement in the event of a material breach by the other Party of this Agreement if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.
13.2 Either Party may terminate this Agreement without cause by giving to the other Party not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.
13.3 At any time, GRAB may, upon giving written notice to Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:
(a) GRAB suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees or agents;
(b) Merchant repeatedly receives bad reviews from End Users or complaints of failure to fulfil Goods orders;
(c) Merchant is in violation of any food safety or other regulations relating to Stores and/or Goods;
(d) Merchant is in breach of any of the Grab Terms and Policies; or
(e) in its reasonable opinion, the Merchant is in breach of any terms of this Agreement or there has been an act or omission on the part of the Merchant that may negatively affect GRAB’s business.
For avoidance of doubt, any suspension of the Services shall not result in termination of this Agreement, the provisions of which shall remain applicable.
13.4 At any time, GRAB may, upon giving written notice to Merchant, immediately terminate this 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 this Agreement.
13.5 At any time, either Party may, upon giving written notice to the other Party, immediately terminate this Agreement, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations under this Agreement.
13.6 The termination of this Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.
13.7 Notwithstanding any other provision in this Clause 13, and without being liable for any liabilities to the Merchant, GRAB shall be entitled to terminate this Agreement immediately by written notice: (i) if GRAB deems fit to do so; (ii) due to a change in law; or (iii) where GRAB is required to do so by any regulatory authority.
14. INDEMNITY
14.1 The Merchant (the “Indemnifying Party”) shall indemnify, defend and hold harmless GRAB, 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 this Agreement;
(b) any breach and/or non-compliance with applicable data protection laws; or
(c) any third party claim arising out of or related to any harm resulting from the Indemnifying Party’s breach of this Agreement or the violation or alleged violation of any applicable law or regulation.
14.2 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 this Agreement even if such loss or damage was foreseeable by Indemnified Party or was brought to the Indemnified Party’s attention.
15. LIMITATION OF LIABILITY
15.1 The Grab Platform, the Grab Marketplace and the Services are provided on an “as is” basis. Except as expressly provided for in this Agreement, GRAB makes no other representations or warranties of any kind, express or implied, including: (i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (ii) that the Grab Platform, the Grab Marketplace 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 Grab Platform and the Grab Marketplace will be as represented by GRAB or available for sale on a timely manner. Merchant acknowledges that any information and any materials provided by or through the Grab Platform, the Grab Marketplace and the Services may contain inaccuracies or errors and GRAB expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law. Any link found on the Grab Platform is provided for Merchant’s convenience to provide further information. It does not signify that GRAB endorses the contents thereof and GRAB has no responsibility for the content of external links.
15.2 GRAB 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 GRAB and such error or omission shall be subject to correction without any liability to GRAB.
15.3 Notwithstanding any other provision of this Agreement, then, the total liability, in the aggregate, of GRAB 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 User), 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 Fee that GRAB is entitled to receive from Merchant for the month preceding the date the liability arose; or
(b) to 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.
16. CONFIDENTIALITY
16.1 The Parties agree that during the term of this Agreement, the Receiving Party may receive the 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 this 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 this Agreement), directly or indirectly, without prior written consent of the Disclosing Party, during the term of this Agreement or after the termination of this 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 publicly disclosed pursuant to applicable laws, regulations, rules, ordinances, orders of court, any relevant government entities, supervisory authorities or judicial proceeding, or (iii) that is disclosed to the public through no fault of Receiving Party or its agents acting on its behalf hereunder, or (iv) information that is disclosed to the Receiving Party by a third party not under confidentiality obligation.
17. PERSONAL DATA
17.1 Both Parties shall comply with their respective obligations under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.
17.2 To the extent applicable, the Merchant represents and warrants that:
(a) Merchant shall use, disclose, store, retain or otherwise process GRAB Personal Data solely for the purposes of performing its obligations under this Agreement. Without prejudice to the generality of the foregoing, Merchant shall not use GRAB Personal Data for direct marketing purposes;
(b) Merchant agrees to access GRAB Personal Data provided to the Merchant by GRAB for the purposes of performing its obligations under this Agreement solely by using the Order Equipment or such other tools provided by GRAB. Merchant shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by Grab;
(c) Merchant shall protect GRAB Personal Data against unauthorised or accidental access, collection, use, disclosure and destruction, and ensure that security measures are implemented to give such protection; and
(d) Merchant shall notify GRAB in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of it becoming aware of or suspecting that any of the events referred to in sub-clause (c) above has occurred and shall immediately take all necessary steps to remedy the event and prevent its recurrence.
18. FORCE MAJEURE
18.1 Neither Party shall be liable to the other Party or be deemed to be in breach of this 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 this 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.
19. SEVERABILITY
19.1 The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
19.2 If any provision of this 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.
20. COSTS AND EXPENSES
Save as otherwise stated in this Agreement, each Party shall be liable for its own costs and expenses in relation to the negotiation, preparation, execution and performance of this Agreement.
21. ASSIGNMENT
The Merchant shall not assign the Merchant’s rights and/or benefits under this Agreement without the prior written approval GRAB. GRAB shall be entitled to assign any and/or all of its rights under this Agreement to any of its Affiliates, without notice. The Merchant acknowledges that GRAB’s obligations under this Agreement may be undertaken by GRAB and/or any of GRAB’s Affiliate. For the avoidance of doubt, the obligations under Clauses 8 and 9 of this Agreement are or may be undertaken by GRAB’s Affiliate and not GRAB.
22. NOTICES
Unless otherwise specified in this Agreement, all notices issued or served under this 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
This Agreement shall be governed by the laws of Singapore. Any dispute arising out of or in connection with this 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 this 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 this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.
