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GENERAL TERMS AND CONDITIONS

  1. DEFINITIONS AND INTERPRETATION

    1. This General Terms and Conditions (the “T&C”), unless the context otherwise requires, the following expressions shall have the following meanings:

      “Account” means an online account opened by CLIENT on GRAB’s technology platform, to which, the Service Usage is recorded;

      “Authorisation & Charging Facility” means a technology facility which may be provided by GRAB for CLIENT for the purpose of the provision of the App Service and the operation of the Account which can be in the form of an electronic code or an activating verbal phone call or other forms as decided by GRAB from time to time;

      “App Service” means the vehicle booking and dispatch service facilitating the CLIENT’s Employees to use the Transportation Service;

      “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in Vietnam are authorized or required by law to remain closed;

      “CLIENT” means any of the clients entering into the Grab for Work Agreement with GRAB or similar arrangement in relation to the transactions contemplated hereunder;

      “CLIENT’s Employee” means any of such qualified or approved employees and coordinators of CLIENT and other persons designated by CLIENT and notified to GRAB in accordance with this T&C;

      “Confidential Information” means any Personal Data as defined herein and information having been deemed to be confidential or proprietary (except Personal Data) by the Disclosing Party to the Recipient, including all CLIENT’s Employees’ information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the Grab App), details (including, International Mobile Station Equipment Identity (IMEI), 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 T&C, the Disclosing Party or any of its affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items;

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

      “Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather and acts or omissions of persons or bodies beyond the reasonable control of the said party; and “Force Majeure” where applied for GRAB in relation to the provision of the App Service also includes any internet crisis and any of out-of-control technical issues which may intervene the technology system supporting the normal operation of the Grab App;

      “T&C” means this general terms and conditions and any annexes hereto as the same may be amended, varied, modified or supplemented by GRAB from time to time;

      “GRAB” means GrabTaxi Company Limited, a company incorporated under Vietnamese laws having its Enterprise Registration No. 0312650437, and any of its affiliates where applicable;

      “Grab App” means the mobile application which is licensed to use by GRAB and functions to distribute the CLIENT’s Employees’ request for vehicle booking and dispatch service which then shall be distributed to the registered Transportation Providers available to dispatch and provide the Transportation Service requested therein;

      “Grab for Work Agreement” means the specific service agreement entered into by and between GRAB and CLIENT which confirms the execution of the transactions provided hereunder relating to the App Service and the application of this T&C;

      “Grab Hub” means a technology platform which (i) provides general information of the Account of CLIENT including ride history of the CLIENT’s Employees, and (ii) allows CLIENT to adjust the list of CLIENT’s Employees from time to time.

      “Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any 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;

      “Monthly Report” means the billing report stipulating the total Service Usage consumed by the CLIENT’s Employees for each calendar month that will be sent to CLIENT at the first date of the calendar month;

      “Party” means any of CLIENT and GRAB; and GRAB and CLIENT shall be collectively hereunder referred to as the “Parties”;

      “Personal Data” means information which helps identify a particular individual, including name, telephone number, email, account number, information of personal transaction payment on Grab App, and other information that an individual would like to keep confidential;

      “Privacy Notice” means GRAB’s Privacy Notice in both English and Vietnamese which is accessible at https://www.grab.com/vn/privacy/, as amended from time to time; where there is any inconsistency between the English and Vietnamese versions, the Vietnamese version shall prevail;

      “Processing” in relation to any Personal Data, means collecting, recording, holding and/or storing the Personal Data and/or carrying out any operation or set of operations on the Personal Data, including:

      a. the organization, adaptation and/or alteration of Personal Data;

      b. the retrieval, consultation and/or use of Personal Data;

      c. the disclosure of Personal Data by transmission, transfer, dissemination or otherwise making available; or

      d. the alignment, combination, correction, erasure and/or destruction of Personal Data.

      “Service Usage” means the fee in Vietnamese Dong, inclusive of value added tax payable by CLIENT for the use of the App Service and Transportation Service as provided under this T&C by the CLIENT’s Employees and/or CLIENT. Such Service Usage may vary from time to time subject to the fare policy of GRAB and relevant Transportation Provider where applicable;

      “Terms of Service” means the Terms of Service applied for the Grab App in both English and Vietnamese as publicly announced on GRAB’s official website at https://www.grab.com/terms / from time to time, where there is any inconsistency between the English and Vietnamese versions, the Vietnamese version shall prevail;

      “Transportation Service” means the transportation and / or delivery service which is provided by third parties registered as the service providers under the Grab App;

      “Transportation Provider” means any of the independent third parties registered as the service providers through the Grab App under distribution policy of GRAB, as the case may be; and

      “VND” means the lawful currency of the Socialist Republic of Vietnam.

    2. 1.2 References to Clauses and Recitals are to the clauses of, and the recitals to, this T&C.
    3. Any reference to “person” shall mean any natural person, partnership, joint venture, corporation, limited liability company, trust, firm, association, government, governmental agency or department or any other entity.
    4. The clauses and paragraph headings used in this T&C are inserted for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.
    5. The singular includes the plural, and the converse also applies.
    6. If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
    7. Words importing a particular gender include all genders.
    8. A reference to writing includes any method of representing or reproducing words, figures, drawings, or symbols in a visible or tangible form.
    9. A reference to a Party includes the party’s successors, permitted substitutes and permitted assigns.
    10. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
    11. Words that follow after “includes”, “including”, “for example”, or similar expressions, do not limit what else might be included.
  2. ENTIRE TERMS AND CONDITIONS

    1. This T&C, and its amendments from time to time, where referred to in the Grab for Work Agreement, shall be binding to CLIENT in relation to the provision of the App Service by GRAB for the CLIENT’s Employees to use the Transportation Service provided by the Transportation Providers.
    2. CLIENT is entitled to promotion programs of GRAB (if any) subject to the promotion policy applied by GRAB and notified to CLIENT from time to time.
    3. This T&C where applicable contains the entire understanding between CLIENT and GRAB with respect to the subject matter hereof and supersedes all prior agreements, arrangements or understandings, inducements or conditions, whether clearly expressed or implied, oral or written.
  3. RIGHTS AND OBLIGATIONS OF THE PARTIES

    1. GRAB’s rights and obligations
      1. GRAB’s rights
        1. (i) GRAB is entitled to request CLIENT to provide correct information and documents relating to CLIENT and the CLIENT’s Employees including but not limited to the Personal Data such as name, telephone number, email, and account number.
        2. GRAB is entitled to request CLIENT to make full payment of the Service Usage on the terms and conditions hereunder and in accordance with the Grab for Work Agreement.
        3. Notwithstanding other provisions provided hereunder, in case CLIENT breaches any obligations under this T&C, GRAB is entitled to cease or suspend providing the App Service; terminate the Grab for Work Agreement with immediate effects after GRAB sends a written notice to CLIENT; and request for indemnity (if any). For avoidance of any doubt, any breach of the Terms of Service of the Grab App as published on the official website of GRAB by either CLIENT or any of the CLIENT’s Employees shall be deemed a breach for the purpose of this provision.
      2. GRAB’s obligations
        1. GRAB sẽ cung cấp Dịch Vụ Ứng Dụng cho KHÁCH HÀNG theo đúng thỏa thuận tại ĐKSDDV này.
        2. To the extent of its reasonable efforts, GRAB will coordinate with the third party Transportation Providers for a resolution of any claims arising from the Transportation Services provided by the Transportation Providers. For avoidance of any doubt, CLIENT hereby acknowledges and agrees that any claims arising from the Transportation Service provided by the third-party Transportation Providers shall be solely responsible by such Transportation Providers.
        3. Save for the disclosure of the Personal Data for the purpose of the transactions contemplated under this T&C, GRAB shall keep information of the CLIENT’s Employees confidential throughout the term of the Grab for Work Agreement, including the Personal Data as provided hereunder.
    2. Rights and Obligations of CLIENT
      1. CLIENT’s rights
        1. CLIENT is entitled to request GRAB to provide the App Service in accordance with this T&C and the Grab for Work Agreement.
        2. CLIENT is entitled to request GRAB to provide a financial invoice in relation to the services provided hereunder.
        3. CLIENT is entitled to seek GRAB’s clarification and correction in case of mis-calculation of the service usage, provided always that, any of such request must be notified to grab in writing within 3 Business Days from the date of the relevant invoices whether in writing or electronic form. Under no circumstance, shall such dispute be reached later than the last date of the immediately following calendar month of the relevant invoicing month.
      2. CLIENT’s obligations
        1. For the purpose of the account operation and usage of the services as provided hereunder, CLIENT shall submit an application form in the form as provided by grab at or about the execution of the grab for work agreement (the “application form”) to grab which indicates, amongst other information, information of the person authorized to operate the account of CLIENT on Grab Hub including, but not limited to, amend the CLIENT’s Employee list. any amendment to the information as provided by CLIENT in the application form shall be valid after 24 hours as from the time when grab is noticed of such amendment, except for force majeure.
        2. CLIENT shall be fully and solely responsible and liable for obtaining, updating and maintaining (i) the details of the CLIENT’s Employees, including but not limited to, the personal data, which shall be processed by grab throughout the term, and (ii) all licenses, exemptions, permits, consents and authorizations required from the CLIENT’s Employees and for ensuring the full compliance with all laws, regulatory and other requirements whether written or otherwise.
        3. CLIENT shall ensure the access to the app service is solely entitled to the CLIENT’s Employees and CLIENT must implement and exercise measures and controls to ensure that only such persons can enjoy the app service.
        4. CLIENT shall ensure that the details of the CLIENT’s Employees and all information relating to the CLIENT’s Employees, including but not limited to the Personal Data, provided for GRAB do not contain any errors, mistakes, or inaccuracies whether outdated or otherwise obsolete and that the aforesaid is provided in an accurate manner in all respects.
        5. For the avoidance of doubt, GRAB shall not be responsible if any of the CLIENT’s Employees having resigned from CLIENT or for any other reason has been disqualified by CLIENT from using the app service, continues to use the App Service and on the occurrence of such an event, CLIENT shall honour the billing issued by GRAB in relation to the services used by such persons.
        6. CLIENT shall provide adequate information regarding the App Service to the CLIENT’s Employees including how-to instruction in making bookings including the terms of use as may be changed from time to time.
        7. CLIENT shall pay to GRAB the due Service Usage in such manner as set out in this T&S subject to such payment option as specifically agreed in the Grab for Work Agreement.
  4. WARRANTIES

    1. Each Party represents and warrants to the other Party that:
      1. It is duly incorporated and validly existing under the laws of which the Party is registered, and that it has the full power and authority to enter into, perform and comply with the terms and conditions in this T&C;
      2. This T&C is enforceable against that Party in accordance with its term and that all corporate consents, required for that Party to validly enter into and perform its obligations under this T&C have been obtained; and
      3. It has taken all necessary actions to authorise the entry into and performance of this T&C and to carry out the transaction contemplated by this T&C.
    2. As an application service provider, GRAB will, to the extent of its reasonable efforts, provide customer service on 24/7 basis to receive complaints from CLIENT (if any) and coordinate with the third-party Transportation Providers for the relevant Transportation Provider to resolve any complaints brought by CLIENT. CLIENT agrees that as a technology company, GRAB only offers a method for the CLIENT’s Employees to procure the Transportation Services by utilizing the Grab App. GRAB does not nor does it intend to provide vehicle, transportation or delivery service or act in any way as a public service vehicle service, taxi operator, transportation carrier or provider. The third party Transportation Provider shall solely take responsibility or liability for any Transportation Service provided to the CLIENT’s Employees via the Grab App.
    3. CLIENT fully acknowledges and accepts that the Transportation Service that the Transportation Providers may make available via the Grab App is fully and entirely the responsibility of the said providers who are independent contractors. GRAB, to the extent of its reasonable efforts, has procured and remains Personal Accident insurance benefit for the Grab App users booking rides via GrabCar or GrabBike on the Grab App (please refer to https://www.grab.com/vn/en/safety/insurance for details of insurance coverage).
    4. Any claims made by CLIENT and/or the CLIENT’s Employees for any loss or damage that they may suffer will be the relation between the CLIENT’s Employees and the third party Transportation Provider providing the Transportation Service. CLIENT expressly waives and releases GRAB from any and all liability, claims, causes of action, or damages arising from the use of the Transportation Service initiated through the Grab App.
    5. CLIENT agrees that it shall defend, indemnify, and keep indemnified and hold harmless GRAB, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by GRAB as a result of the breach of any provision provided hereunder of CLIENT and/or the CLIENT’s Employees.
    6. CLIENT warrants to GRAB that all of the information contained in any application for the App Service made by CLIENT, whether online or in ink and whether before, on or about the date of the Grab for Work Agreement, is true, complete and correct in any perspective, and CLIENT undertakes to inform GRAB promptly in writing of any change to the provided information.
    7. CLIENT represents to GRAB that it has all necessary approvals from the CLIENT’s Employees in the provision of all information relating to any of the CLIENT’s Employees including, but not limited to, the Personal Data for GRAB and/or the Transportation Providers to fulfil their respective obligations for the purpose of this T&C. For the purpose of this provision, GRAB and the Transportation Provider also includes their employees and other persons who directly carry out the Transportation Service.
  5. WITHDRAWAL

    1. If GRAB in its reasonable business judgement determines that it is necessary to withdraw from the Grab for Work Agreement to avoid or prevent any claim being made against GRAB or to avoid or prevent any violation of any court orders, government regulations or other ruling of any regulatory authorities, GRAB shall notify CLIENT as soon as practicable. For avoidance of any doubt, in the event GRAB decides to withdraw from the Grab for Work Agreement. GRAB shall refund the amount deposited under the Service Agreement within 15 (fifteen) days after CLIENT fulfills any outstanding liabilities then owing to GRAB by CLIENT.
  6. TAXES

    1. Both Parties agree that this T&C shall be subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any future taxes that may be introduced at any point of time. CLIENT further agrees to use its best efforts to do everything necessary and required by the relevant laws to enable, assist and/or defend GRAB to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the App Service supplied under this T&C.
    2. Any amounts under this T&C will be payable without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of the government of Vietnam by or on behalf of any political subdivision or authority therein having power to tax, unless such deduction or withholding is required by law.
  7. TERMINATION

    1. Either Party shall be entitled to terminate the Grab for Work Agreement by a 30 Business Days’ prior written notice to the other Party if:
      1. the other Party commits a breach of this T&C which shall not be capable of remedy;
      2. the other Party commits a material breach of this T&C and fails to remedy the same within fourteen (14) Business Days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
      3. the other Party enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction arrangement with its creditors or have a receiver appointed in respect of all or any part of its assets or takes or suffers any similar action in consequence of debt;
      4. such termination is necessitated by any order or directive from any lawful, regulatory, governmental or statutory authority having jurisdiction over the matters herein; or
      5. such aforementioned directive or regulation expressly prohibits either party from performing its obligations under this T&C.
    2. Notwithstanding the foregoing, each Party shall be entitled to terminate the Grab for Work Agreement by providing thirty (30) days’ prior notice without assigning any reason whatsoever. For avoidance of any doubt, upon written notice, GRAB shall refund the amount deposited under the Service Agreement within 15 (fifteen) days after CLIENT fulfills all outstanding amounts then owing to GRAB.
    3. Subject to Clauses 7.1 and 7.2, the Grab for Work Agreement shall be terminated and all amounts that may be due to GRAB from CLIENT shall then be immediately due (hereinafter referred to as “Outstanding Service Usage”) and CLIENT shall first settle all outstanding Service Usage and/or any other monies due under this T&C to GRAB prior to the effective date of the termination under this clause. For avoidance of any doubt, upon written notice, GRAB shall refund the amount deposited under the Service Agreement within 15 (fifteen) days after CLIENT fulfills all outstanding amounts then owing to GRAB.
    4. In the event, the Grab for Work Agreement is terminated in accordance with Clause 7.1 and 7.2, before the end of the term of the Grab for Work Agreement, CLIENT shall be responsible and continuously be charged with the Service Usage until the end of the term of the Grab for Work Agreement.
    5. GRAB may terminate, withdraw, modify or suspend the provision of the App Service at any time save where security requires it or in circumstances beyond GRAB’s control, or in the event of fraud or CLIENT’s breach of this T&C, GRAB will use its best endeavours to serve CLIENT seven (07) days prior notice of GRAB’s withdrawal or suspension of the App Service.
    6. Both Parties shall at all times act in good faith in the resolution of any dispute, controversy or claim arising under this T&C and CLIENT agrees that it shall first discuss and negotiate in good faith all possible and reasonable means to resolve any issues and attempt to resolve such issues expeditiously and in good faith.
    7. The expiry or earlier termination of the Grab for Work Agreement shall be without prejudice to and shall not affect any pre-existing liabilities of either GRAB shall not relieve either Party of those obligations that by their nature shall survive such expiration or termination, including each Party’s warranties and its obligations of indemnity and confidentiality.
  8. SUSPENSION

    1. Notwithstanding other provisions hereunder, GRAB shall, with a written notice to CLIENT, immediately suspend the App Service in the event GRAB suspects any unauthorized, unlawful and or fraudulent use by CLIENT and or any of the CLIENT’s Employees, or if subject to GRAB’s reasonable believe, the App Service had not been paid in full and or on time and or for any other related reasons without providing any notices to CLIENT. In such cases, this T&C shall continue in full force, and CLIENT and or the CLIENT’s Employees shall remain responsible for all charges incurred from the using the services provided hereunder.
  9. THIRD PARTY TRANSPORTATION PROVIDER PERFORMANCE

    1. The third party agreement under which the Transportation Provider shall supply vehicle transportation services to the CLIENT’s Employee is an independent third party agreement with CLIENT, and the Transportation Provider is not an employee or agent of GRAB.
    2. GRAB does not supply and shall not be liable for the Transportation Service from any perspective. CLIENT acknowledges and agrees that the Transportation Provider shall be solely liable for any act or omission or any failure, delay or refusal to:
      1. supply Transportation Service;
      2. accept the normal service usage for Transportation Services; and
      3. return any document related to an Authorisation & Charging Facility to GRAB in a timely manner.
    3. GRAB will not assess the safety, reliability, suitability, legality or ability of the third party Transportation Provider in providing the vehicle transportation services and CLIENT expressly waives and releases GRAB from any and all liability, claims, causes of action, or damages arising from the vehicle transportation services.
    4. CLIENT shall not cause the third party Transportation Provider at any time during the term of the Grab for Work Agreement to assert any claim or interest in, or take any action which may in any way:
      1. adversely affect the validity or enforceability of GRAB’s Intellectual Property Rights over the Grab App;
      2. result in the harm or misuse of, bring into disrepute, or adversely affect GRAB ‘s rights or interest in and to the Grab App; or
      3. result in obtaining registrations in or otherwise challenge the validity of GRAB’s ownership of or rights in the Grab App.
    5. Except as otherwise expressly provided herein, nothing in this T&C shall be deemed to grant, indirectly, directly or by implication, estoppel or otherwise, any right, license or covenant from GRAB to CLIENT or to any third party Transportation Provider.
  10. CONFIDENTIALITY

    1. Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under this T&C), any Confidential Information disclosed, made available or otherwise provided to the Receiving Party or on behalf of the Disclosing Party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.
    2. The Parties agree that CLIENT shall not disclose to any person any of the proposal, terms and conditions, financial arrangements, and any other facts with regards to such matters therein without prior written consent from GRAB.
    3. The Receiving Party may disclose the Confidential Information to:
      1. its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
      2. its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
    4. These confidentiality obligations shall endure, even after the expiry or termination of the Grab for Work Agreement, without limit in point of time except and until the Confidential Information enters the public domain.
  11. FORCE MAJEURE

    1. Neither Party shall be liable to the other Party or be deemed to be in breach of this T&C by reason of any delay in performing, or any failure to perform, any of that Party’s obligations under this T&C, if the delay or failure was due to a Force Majeure, provided that such Party shall:
      1. as soon as practicable, serve on the other Party written notice thereof specifying the particulars of the Force Majeure event, the extent to which such Party is unable to discharge or perform its obligations, the reasons for the inability of such Party to perform or discharge its obligations and the estimated period during which such Party is unable to perform or discharge its obligations; and
      2. promptly take and continue to take all action within its powers to minimise the duration and effect of the Force Majeure event on such Party.
    2. WAIVER

      1. Failure by either Party any time to enforce any of the provisions of this T&C shall neither be construed as a waiver of any rights or remedies hereunder nor in any way affect the validity of this T&C and the Grab for Work Agreement or any part of them. No waiver shall be effective unless given in writing and no waiver of a breach of this T&C and the Grab for Work Agreement shall constitute a waiver of any antecedent or subsequent breach.
    3. SEVERABILITY

      1. The invalidity or unenforceability for any reason of any part of this T&C and/or the Grab for Work Agreement shall not prejudice or affect the validity or enforceability of the remainder of this T&C and/or the Grab for Work Agreement.
      2. If further lawful performance of this T&C and/ or the Grab for Work Agreement or any part of them shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, both Parties shall forthwith use their reasonable endeavours to agree amendments to this T&C and/ or the Grab for Work Agreement so as to comply with such judgment or order.
    4. VARIATION

      1. GRAB reserves the right to modify or amend this T&C and will make CLIENT noticed of such change from time to time.
      2. Any terms and conditions of CLIENT are not part of this T&C unless GRAB expressly agrees to adhere to them in writing.
    5. NO PARTNERSHIP

      1. Nothing herein shall be deemed to constitute a partnership or joint venture between both Parties or to constitute one Party the agent of the other for any purpose whatsoever and neither Party shall have the authority to bind the other Party without prior written consent of the other Party.
    6. NOTICES

      1. Any notice hereunder to be given to a Party shall be in writing and shall be delivered by hand or by prepaid, registered or recorded delivery post or by electronic transmission to the addressee at the address as below:
        1. To GRAB:

          Recipient : Grab for Work

          Address : 268 To Hien Thanh Street, Ward 15, District 10, Ho Chi Minh City

          Email : corpsales.vn@grab.com

        2. To CLIENT:

          To the address and/or email and recipient as registered by CLIENT at time of execution of the Grab for Work Agreement.

      2. A notice shall be deemed to have been served; if delivered by hand, at the time of delivery; if sent by post, on the date on which it would be received in the normal course of post; or if sent by electronic transmission, at the time of transmission.
    7. DISPUTE SETTLEMENT & GOVERNING LAW

      1. CLIENT shall issue a notice to GRAB within three (03) Business Days from the date of an issue occurring and giving rise to the complaint.
      2. It is agreed that the Parties shall use their best efforts to amicably resolve any dispute or difference that may arise between the Parties hereto relating to this T&C or the operation or construction thereof or any matter or thing in any way connected with this T&C or the rights, duties or liabilities of the Parties under or in connection with this T&C.
      3. In the event any dispute is not resolved within ninety (90) days from the date of receipt of the complaint by GRAB, the Parties agree to refer the dispute to the competent courts.
      4. This T&C shall be construed and governed by Vietnamese laws, without regard to the choice or conflicts of law provisions of any jurisdiction.
    8. GENERAL PROVISIONS

      1. This T&C shall take effect as from the date hereof and will make CLIENT binding to the terms and conditions hereunder at the execution date of the relevant Grab for Work Agreement.
      2. Except to the extent provided herein, this T&C together with its appendices contains the entire terms and conditions with respect to the subject matter thereof and supersedes all prior agreements and understandings, oral or written between the Parties. The annexes to this T&C constitute integral parts of this T&C and are hereby incorporated into this T&C by this reference.
      3. This T&C has been prepared in English and in Vietnamese of equal validity. In case of any inconsistency between the English version and the Vietnamese version, the Vietnamese version shall prevail.

    Made on 5 December 2016.


    GENERAL PAYMENT TERMS

    1. CLIENT agrees that any Service Usage which GRAB is authorized and entitled to charge CLIENT for CLIENT’s Employees’ use of the services contemplated hereunder, is non-refundable, and shall apply at all times after completing rides booked via the Grab App.
    2. CLIENT will through the Account provide a list of the CLIENT’s Employees together with all necessary information for the usage of the App Service. Such list of the CLIENT’s Employees can be altered by CLIENT from time to time on GRAB Hub.
    3. CLIENT is entitled to access to the Account on Grab Hub to review and download the Monthly Report which may be displayed on Grab Hub.
    4. CLIENT shall ensure the payment of all service fees provided hereunder is to be made in cleared funds on or before the respective due date set out in accordance with the calculations stipulated in the foregoing and shall be paid free of any rights of counterclaim or set-off and without any deductions or withholding whatsoever.
    5. The obligation of CLIENT to make these payments shall fulfill its payment’s obligation notwithstanding:
      1. that CLIENT may dispute the authority of CLIENT’s Employee to incur a Service Usage, or the authority of any person to use an Authorisation & Charging Facility to incur a charge on CLIENT’s Account;
      2. the existence of any dispute between a Transportation Provider and CLIENT or any CLIENT’s Employee; or
      3. in respect of charges, any other reason whatsoever.
    6. In the event there are any disputes arising between CLIENT and the CLIENT’s Employee, CLIENT must promptly notify GRAB in writing and must pay the amount due in full pending resolution of the dispute.

    PAYMENT OPTION 1
    POSTPAID SERVICE

    1. Deposits

      1. As part of the Grab for Work Agreement, CLIENT is required to provide an upfront payment before the commencement of the App Service as a deposit for the payment obligation (the “Deposit”). The Deposit amount shall be indicated in the Grab for Work Agreement.
      2. During the term of the Grab for Work Agreement, GRAB reserves the right but not the obligation, to require CLIENT to provide GRAB with an additional amount to the Deposit (the “Additional Deposit”), subject to the actual Service Usage consumed by CLIENT at GRAB’s sole discretion or late payment committed by CLIENT. The Additional Deposit, if so required, is calculated based on the actual arising Service Usage of the two most recent months preceding the time of the additional request (the “Additional Request”). The Additional Request may be made in written or electronic mail to CLIENT. CLIENT must make full payment of the Additional Deposit to GRAB within 7 Business Days from the Additional Request.
      3. The Deposit and the Additional Deposit (where applicable) shall be refunded to CLIENT, free of any interest, at the time of the termination of the Agreement after deducting all outstanding amount then owed by CLIENT (if any). GRAB shall refund the amount deposited under the Service Agreement within 15 days after CLIENT fulfills all outstanding amounts then owing to GRAB.
    2. List of CLIENT’s Employees

      Within 10 days as from the execution of the Grab for Work Agreement, CLIENT will be provided the Authorisation & Charging Facility by GRAB or a designated person of GRAB to register and activate the Account on Grab Hub. CLIENT will through this Account provide a list of the CLIENT’s Employees together with all necessary information for the usage of the App Service. Such list of the CLIENT’s Employees can be altered by CLIENT from time to time on Grab Hub.

    3. Payment Term

      1. All payments of the Service Usage due for the services provided hereunder procured through the Grab App will be paid to GRAB in accordance with the terms and conditions provided hereunder.
      2. All payable amount of the preceding Monthly Report will be invoiced by GRAB within three 3 Business Days as from the date of the relevant Monthly Report. For avoidance of doubt, any delay in such invoicing shall not be deemed a waiver of fee charged by GRAB.
      3. CLIENT shall make payment of the due and payable Service Usage within such timeline as specifically provided in the Grab for Work Agreement. For avoidance of any doubt, in case there is any dispute in relation to the Service Usage, CLIENT shall make full payment of the invoice of the relevant disputed Monthly Report pending the settlement of the disputed amount.
      4. Payment shall be made by CLIENT to GRAB’s bank account as informed by GRAB from time to time.
      5. CLIENT agrees to pay GRAB in full for all Service Usage incurred by the use of the services provided hereunder which have been recorded in the Account activated on the instructions of CLIENT. CLIENT is liable for all Service Usage due on the Account whether or not that use is authorised by CLIENT. For the avoidance of any doubt, GRAB shall not be required to seek compensation from any of the CLIENT’s Employees before claiming payment from CLIENT. Tax invoice issued by GRAB will only cover the Service Usages which are associated with credit card payment function on the Grab App.
      6. To the extent as permitted by law and tax rulings of competent authority, GRAB may issue an invoice to CLIENT indicating all Service Usage in the invoiced month which is paid in the method as expressly provided hereunder. For avoidance of any doubt, the tax invoices issued by GRAB will only cover the Service Usages which are associated with credit card payment function on the Grab App.
      7. In the event CLIENT delays its payment obligation hereunder, GRAB may charge interest on those outstanding amounts from the due date until actual payment is made, daily interest applied for late payment of credit amount announced by Joint Stock Commercial Bank for Foreign Trade of Vietnam at the payment and suspend services until the account is paid. Notwithstanding other provisions hereunder, GRAB has the right to suspend or terminate the Grab for Work Agreement if CLIENT has not paid the amount on the invoice(s) on due date of payment in this contract, within seven (07) days from the expiry day of the payment term; and CLIENT must fulfil its payment obligations and indemnify or keep GRAB harmless against any loss (if any).

    PAYMENT OPTION 2
    CORPORATION CREDIT CARD PAYMENT SERVICE

    1. Credit Card Payment Method Activation

      1. CLIENT will insert information of its duly authorized credit card on the Grab App for registration of the payment method for the Service Usage consumed by the CLIENT’s Employees. All information made available for GRAB (if applicable) will be subject to Privacy Notice at https://www.grab.com/vn/privacy/. The registration of credit card for payment of the Service Usage will be subject to one time authorisation hold.
      2. The Service Usage arising out of the use of the App Service by the CLIENT’s Employee under this T&C shall be credited corresponding to the credit account of CLIENT as the payment of the Service Usage.
      3. Within 3 days as from the execution of the Grab for Work Agreement, CLIENT will be provided the Authorisation & Charging Facility to access to its Account on Grab Hub.
    2. Invoice

      To the extent as permitted by laws and tax rulings of competent authorities, GRAB may issue an invoice to CLIENT indicating all Service Usages in the invoiced month which are paid in the method as expressly provided hereunder. For avoidance of doubt, tax invoices issued by GRAB will only cover the Service Usages which are associated with credit card payment function on the Grab App.