First issued on: August 15, 2022
Updated on: 01/07/2026
SECTION A. E-COMMERCE TERMS OF SERVICE
These Terms of Service for GrabFood and GrabMart Merchants (“Terms of Service”) and the Grab Policies (as defined below) constitute a legally binding e-commerce service agreement (“Agreement”) between you and Grab. BY REGISTERING FOR AND USING GRABFOOD AND/OR GRABMART SERVICES, you agree to enter into the Agreement with Grab as a merchant selling on the Grab application (“Merchant”) and agree to be bound by all the terms and conditions set forth in these Terms of Service, and all Grab Policies published to you from time to time, including all future Terms of Service, modified or supplemented conditions (if any). If you do not agree to the Terms of Service or do not agree to enter into the Agreement with Grab, please do not register to sell and/or use the Services.
I. GENERAL TERMS
1. Definition and Interpretation
For details, please see Form 1 – Attached Terms of Service.
2. Grab Services
Grab provides services (“Services”) on a fee-based basis to Merchants using GrabFood, GrabMart features on the Grab App, through which Merchants can provide goods and services to Users through the Grab Application. For details, please see also Article 2 – General Terms and Conditions of Service.
3. Products on the Grab App
Merchants may sell Products that are permitted by law and Grab’s policies to be traded, distributed, circulated and transported in the Vietnamese market. For details, please see also Article 4 – General Terms and Conditions of Service.
4. Fees and Payments
By using the Service, the Merchant agrees to pay to Grab the fees to which Grab is entitled in accordance with the provisions of the Terms of Service and Grab’s policies, and Grab will return the payment for the User’s Product after deducting these fees. For details, please see also Article 5 – General Terms and Conditions of Service.
5. Responsibilities of Merchants
Merchants are responsible for all responsibilities in relation to the Products they distribute on the Grab Application, including the selling price, posted images, quality, origin of the products, financial invoices in accordance with tax laws and other obligations as stipulated in Article 8 – General Terms and Conditions of Service.
6. Termination
The Merchant or Grab may terminate this Agreement without being deemed to be a breach if it has notified the other party at least 07 (seven) days before the scheduled termination date. For details, please see also Article 10 – General Terms and Conditions of Service.
7. Disputes or complaints
These Terms of Service are governed by the laws of the Socialist Republic of Vietnam.
When disputes or complaints arise, the Parties are obliged to settle them in the spirit of negotiation and conciliation. If the settlement is still not resolved, one of the Parties has the right to request a commercial arbitration authority to settle it. For details, please see also Article 11 – General Terms and Conditions of Service.
II. GENERAL TERMS AND CONDITIONS OF SERVICES
1. Consent
1.1. Any person or entity wishing to access and use the Services to list the Products for sale must agree to these Terms of Service.
1.2. The use of the Service is limited to Merchants who have entered into and established an Agreement with Grab, in accordance with the provisions of law and these Terms of Service. The Merchant hereby declares and commits that: i) The Merchant is an individual aged full 18 years or older, or a legal entity legally established in accordance with the provisions of the enterprise law, has sufficient behavioral capacity and legal capacity to conclude the Agreement as well as perform the obligations corresponding to the Agreement; ii) if the Merchant is a legal entity, the Merchant further undertakes that: (a) the Merchant has, is and will always maintain, the necessary business licenses to operate as a legal entity, exist and operate lawfully in accordance with the applicable laws where the legal entity is headquartered; (b) the Merchant has acquired all the rights, capacity and authority to enter into the Agreement and to perform the obligations corresponding to the Agreement; and (c) any information provided or generated by the Merchant itself, or provided or created by the Merchant’s Affiliates, is accurate and complete at all times. The Merchant further declares and affirms that the Merchant and any person or legal entity having a financial interest in relation to the Merchant’s own business, or any person or entity operating under the Merchant’s authorization, shall (a) have no affiliation with an employee of Grab or its Affiliates; (b) have not been prohibited by Grab from selling the Products on the Grab App; or (c) have not been involved in any litigation or claim relating to the Agreement.
1.3. By registering for the Service and agreeing to enter into this Agreement, the Merchant hereby acknowledges that it has read, understood, agrees and undertakes to comply with all general terms and conditions applicable to the GrabFood and GrabMart Services provided by Grab in all respects, including but not limited to the following:
a. The Terms of Use for Transportation, Forwarding and Commerce, are general terms applicable to all Users using the services and technology solutions provided by Grab, and are published from time to time at the https://www.grab.com/vn/terms-policies/transport-delivery-logistics/ and/or another link at Grab’s discretion and updated notice;
b. Grab’s Privacy Notice is published from time to time at https://www.grab.com/vn/terms-policies/privacy-notice/ and/or another link as determined by Grab and the updated notice;
c. The Code of Conduct for Merchant partners (hereinafter referred to as the “Code of Conduct“), is a set of documents guiding the norms, standards and sanctions policies applicable to all Merchant partners in order to ensure the best experience for Users and to commit to comply with applicable legal regulations, and to be published from time to time at https://www.grab.com/vn/terms-policies/code-of-conduct-merchant/ and/or another link at Grab’s discretion and updated notice;
The terms and policies mentioned above are collectively referred to as the “Grab Policies”.
1.4. At any time, Grab reserves the right and shall have the sole discretion to update, amend, or supplement (“Amendments”) any content of these Terms of Service, as well as the terms and conditions of the Grab Policies, including procedures and policies related to GrabFood and GrabMart Services. Such Amendments shall take effect at least 05 (five) days from the date Grab notifies the Merchant, or posts them via the Grab Application, and/or Grab’s website. The Merchant’s continued use of GrabFood and GrabMart Services after the effective date of the Amendments shall be deemed as the Merchant’s acceptance of such Amendments. In the event that the Merchant does not agree to any Amendments to this Agreement, the Merchant shall have the right to cease using GrabFood and GrabMart Services, and this Agreement shall be terminated. For the avoidance of doubt, the latest version of the Terms of Service and Grab Policies, incorporating the updates and amendments, shall supersede all prior versions.
2. Grab Services
2.1. Grab provides the following Services, on a fee-based basis, to Merchants using GrabFood, GrabMart features on the Grab App:
2.2. Providing services to assist Merchants in listing and posting Content, images, and features of Products on the Grab App;
2.3. Manage and process the User’s Order information successfully placed on the Grab App;
2.4. Providing after-sales service;
2.5. Through licensed partners, receive, reconcile and execute payment transactions between Users and Merchants;
2.6. Through the Delivery Partner, delivery and handling of returned, canceled, and undeliverable Products between the User and the Merchant; and
2.7. Other services are subject to the Merchant’s requirements or Grab’s ability to provide.
3. Ordering equipment
3.1. The Merchant must install any device that Grab reasonably requires to receive an order for Products (including, without limitation, tablets or other automated pickup electronic devices) (“Ordering Device“). Any Ordering Device provided by Grab shall remain the sole property of Grab and shall only be used for purposes related to the fulfillment of the Merchant’s responsibilities under this Agreement. In the event that Grab provides the Merchant with a SIM card with a wireless data plan in conjunction with any Ordering Device, Grab may require the Merchant to reimburse the costs associated with the wireless data plan of each existing Ordering Device.
3.2. The Merchant agrees to use the security processes or protocols or access credentials required by Grab. The Merchant must not: allow any third party to use the Ordering Device or the Grab App; copy, modify, rent, rent, sell, distribute, use reverse analysis methods or attempt to access the source code of the Ordering Device or the Grab App; damage, destroy or interfere with services provided through the Ordering Device or the Grab App; transmitting fake codes; or ignore or breach any security safeguards on the Ordering Device or the Grab App. Grab may restrict or cancel a Merchant’s right to use the Ordering Device or Grab App at any time. The Merchant shall be responsible for any damage or loss of any Ordering Device provided by Grab and shall be reimbursed immediately by the Merchant (together with the costs of replacement). Grab may recover the costs of replacing damaged or lost Ordering Equipment by deducting such amount from the amounts to be paid to the Merchant under this Agreement.
4. Products on the Grab App
4.1. Merchants may post and sell Products that are not on the list of goods and services prohibited from trading on the e-commerce platform in accordance with the provisions of current laws and/or Grab Policies.
4.2. Merchant’s own commitments in relation to the Product:
a. The product is genuine, unused, and expired.
b. The product is guaranteed to comply with all standards and regulations on quality, and/or corresponding specifications in accordance with the provisions of Vietnamese law.
c. At the time of acceptance of the Terms of Service, the Merchant has obtained all legal licenses, approvals, approvals and/or rights of use to distribute such Products on the Grab Application.
d. The Merchant warrants that the Products delivered to the User will comply with the specifications posted on the Grab Application and comply with applicable laws (that the Products strictly comply with any and all warranties, specifications, drawings, etc.). samples, performance standards of the product, and any applicable quality, safety and hygiene requirements) and shall be free from any defects or defects. At any time, either directly or through a third party of its choice, Grab reserves the right to carry out an inspection of quantity and quality and to notify the Merchant of any error, defect or non-compliance by any means in writing within 30 (thirty) days from the date of discovery of the defect, defects or non-compliance.
e. The Merchant undertakes to hold Grab harmless from any disputes, suits, claims, or other expenses arising out of or in connection with the commitment to manage the price of the Products that the Merchant has established with any third party, whether before or after entering into the Agreement with Grab.
f. The Merchant, without incurring any additional costs to Grab or the User, warrants to obtain all licenses and approvals to use any intellectual property rights of a third party necessary to provide or distribute such Products on the Grab Application.
g. The Merchant undertakes to comply with the Product warranty obligations and the committed warranty period, if applicable, that the Merchant has established with the User.
h. The Merchant shall hold Grab harmless from any cost, loss, expense or damage arising out of any third party claim, suit or proceeding against Grab and arising out of or in connection with the sale and use of the defective or non-compliant Product.
5. Fees and Payments
The Merchant agrees to pay the following fees to use the Services:
6. Tax
6.1. If applicable, the Merchant shall be the “retailer” or “seller” of the Products for value-added purposes (profit) and shall be the party responsible for collecting and remitting the applicable VAT on such Products. For the avoidance of doubt, the Listed Price of each Product is inclusive of VAT.
6.2. Each Party shall be responsible for its taxes arising from the conclusion and performance of its obligations under this Agreement except for VAT, taxes paid on behalf of the contractor and other fees and charges (if any) incurred by the Merchant.
6.3. Any amounts under this Agreement shall be paid without deduction or withholding or levying any current or future taxes, obligations or government charges of a nature imposed, taxed or collected for or on behalf of the government of Vietnam, for or on behalf of any political subdivision or tax authority, unless deduction or withholding is required by law.
6.4. All fees under this Agreement shall be paid in Vietnam dong.
7. Rights and Responsibilities of Grab
7.1. Grab reserves the right, at its sole discretion, to postpone or suspend the listing, or to refuse to list, or to delist, or to require the Merchant not to list any or all of the Products available for sale through the Grab App.
7.2. If the Product or the Merchant’s conduct on the Grab App does not comply with any of the provisions of these Terms of Service, the Grab Policies and/or applicable laws, Grab reserves the right to apply some or all of the following remedies at its sole discretion:
a. Postpone or suspend the listing or refuse to list, or cancel the listing or request that the Merchant not list any or all of the Products;
b. Deactivation of the Merchant’s Account for a certain period of time or permanently;
c. Cancel or suspend any promotions, price offers and displays;
d. Require the Merchant to rename the store and/or adjust the Product Content Information;
e. Withhold the outstanding payable to the Merchant until the Merchant fully remedies its breach at the request of Grab, and the amount may be used to refund the User, reimburse the rebates or discounts applied by Grab to the Merchant and any costs, fees and fines set by any competent authority;
f. Require the Merchant to pay any costs, fees, fines or penalties imposed by any competent authority ;
g. Apply handling measures in accordance with the provisions of the Code of Conduct.
7.3. In the event that the Product contains any errors, defects or non-compliance with the regulations and/or commitments made to the User and/or the specifications posted on the Grab Application, Grab may request the removal of such Product, and all costs and expenses associated with such removal shall be borne by the Merchant. Alternatively, Grab may require the Merchant to withdraw the Product affected by the defect, defect or non-compliance and to provide a replacement Product, and all costs and expenses associated with the recall and replacement shall be borne by the Merchant.
7.4. Grab may work with and/or use the services of designated affiliates or other third party service providers in connection with the provision of the Services to Merchants.
7.5. Grab will display and continue to update on the Grab Application the Merchant’s Product and Merchant information based on the information provided by the Merchant, to the extent that such information and updates are notified to Grab by the Merchant in a timely manner in accordance with these Terms of Service.
7.6. To the extent permitted by law and as authorized by the Merchant, Grab may receive payments from the User for the Products ordered and successfully delivered, prepare and refund such payments to the Merchant in accordance with the terms and conditions of this Agreement.
7.7. Grab will facilitate the management of Order confirmation with Users, receive and assist Merchants in resolving User’s complaints and transfer relevant information to Merchants to handle User’s complaints.
7.8. Without regard to other terms, Grab and its affiliates (collectively, the “Grab Group“) reserve the right to promote, advertise, or publish information related to the Merchant, including but not limited to information and content such as images, menu details, etc. promotions, offers and other content made available by the Merchant on the Grab Platform through any lawful means or channels that the Grab Group deems appropriate without any further approval from the Merchant, except for the prior approval of the Merchant in the event that the Merchant pays any advertising fees come on.
8. Rights and Responsibilities of Merchant
8.1. Provide and update information related to Grab’s Store, Products and business activities:
a. The Merchant shall provide Grab with all information and updates about the Merchant and the Product Content Information as necessary for Grab to fulfill its responsibility to list the Products in accordance with the provisions of this Agreement. The information must be complete, accurate, and regularly updated, including but not limited to the Merchant’s Product listing, logo, Product images, pricing, and details of the Merchant’s business type.
b. The Merchant must immediately notify Grab of any change in the Content Information provided (and in any case not later than one (01) Business Day from the date of the change). Notwithstanding the foregoing, the Merchant shall respect all Orders placed by the User in accordance with the Content Information (even if it is outdated) published on the Grab Application.
c. Merchants must verify the information published by Grab and immediately point out any errors or inaccuracies.
d. The Merchant shall ensure that all prices of the Products offered on the Grab App are the same as those offered by the Merchant to any User through any platform, distribution channel or other facility (including but not limited to delivery platforms, distribution channels or facilities of Merchants and/or third parties).
e. If there is any change to the Merchant’s business licenses and/or operations, the Merchant must notify Grab immediately of such change (in any case no later than 48 hours after the change).
f. The Merchant must ensure that all information published on the Grab Application relating to the Merchant, the Merchant’s store location and/or the Products is in compliance with the regulations and requirements of the law.
8.2. Carefully prepare the stages during operation, ensuring a smooth operation:
a. The Merchant shall process all Orders with reasonable care and as soon as the User’s request is received. Merchants will prioritize orders placed through GrabFood, GrabMart. The order must be properly prepared and ready for receipt by the relevant Delivery Partner within the agreed time frame.
b. The Merchant shall endeavour to maintain a sufficient inventory of all Products advertised and sold on the Grab App at all times.
c. The Merchant shall ensure, during all operating hours, that the Ordering Facility (if required by Grab) is enabled and stored online and is ready to receive and process orders for the Products.
d. The Merchant shall take all necessary actions or facilitate the receipt of the Delivery Partner’s Products.
8.3. The Merchant authorises Grab and will assist Grab in placing marketing materials related to GrabFood, GrabMart and related information as well as any other products and services provided by Grab and/or its Affiliates if requested by Grab at the Merchant’s premises or other place of business without charge to Grab.
8.4. The Merchant warrants to obtain and maintain all licenses and/or certifications related to the origin, quality of the Products, business conditions, and circulation of the Products in accordance with applicable laws, including but not limited to, certificates of origin of goods, self-declaration, receipt of the announcement, certificate of food hygiene and safety. Merchants must immediately notify Grab of any violation of this regulation. The Merchant is primarily responsible for the handling and settlement of all claims relating to the breach set forth in this article (including, if necessary, the handling and settlement of claims in accordance with the relevant insurance policies of the Merchant).
8.5. The Merchant must ensure that the Merchant will not sell illegal items or any items that the Merchant does not have a license to sell.
8.6. The Merchant authorizes Grab and its designated partners to receive, process and remit the User’s Product Payments .
8.7. The Merchant acknowledges and agrees that the User may pay for the Products by cash, debit card, credit card, bank transfer, online payment or other prepaid or postpaid methods that may be made available on the Grab App at Grab’s sole discretion from time to time.
8.8. The Merchant acknowledges and agrees that, as a merchant operating on the e-commerce platform, the Merchant is responsible for issuing and providing valid value-added invoices or tax documents for the Products distributed by the Merchant through the GrabFood service, GrabMart, whether or not requested by the User. The Merchant agrees to assume full responsibility for fines or confiscation by competent state authorities for transporting commercial goods without proper documentation. In the event that the Merchant fails to issue a valid value-added invoice, or tax documentation of the Product, Grab reserves the right to terminate this Agreement with immediate effect, and require the Merchant to reimburse the costs incurred by Grab to the User in connection with the Merchant’s breach of invoice issuance.
8.9. The Merchant commits and guarantees that the products and goods provided by the Merchant strictly comply with the Content Information notified, published, listed, advertised, introduced, entered into, and committed on the Grab Application. In the event of a product return or exchange request from a User due to a violation of the provisions under this clause, immediately upon Grab notifying the Merchant through appropriate methods, the Merchant shall be obliged to cooperate and promptly proceed with reclaiming the Product, executing the return/exchange, and refunding the User in the event of [discrepancies in] the Content Information of the Product, and in accordance with the processes and policies that Grab has published and notified to the Merchant at each respective time.
8.10. The Merchant is responsible for complying with the provisions of law regarding the performance of responsibilities related to defective products and goods. In the event that Products provided by the Merchant on the Grab App are subject to recall due to defects, the Merchant commits to:
a. act as the primary contact point to receive and recall defective Products;
b. immediately notify Grab and relevant parties (if any) of information regarding the defective Products and the expected recall process, including but not limited to, information on the recall timeline and methods for mitigating consequences;
c. bear all costs associated with the recall of defective Products;
d. compensate for damages in the event that defective Products cause damage to the life, health, or property of Users, including cases where the Merchant was unaware of or not at fault for the occurrence of the defect, unless otherwise provided by law;
e. Report the results of implementation to Grab or to state management authorities upon request through appropriate methods and in accordance with relevant legal provisions.
8.11. In the event that the Merchant adjusts any content of the User’s Order, the Merchant warrants that, when adjusting such content:
a. The Merchant has obtained approval or permission from the User affected by such adjustment; and
b. Grab does not participate in and shall not assume any responsibility for any modification of the content of the Order made by the Merchant, although Grab still reserves the right (without obligation) to take remedial measures to revise the contents of the previous adjustment or to resolve disputes or claims arising out of or having related to such adjustments.
8.12. The Merchant shall be held responsible for all costs associated with refunding the User if any User requests a refund or files a complaint regarding any Product(s) or a portion thereof (including, without limitation, any costs related to the recovery of any Product, if applicable), for reasons deemed reasonable at Grab’s sole discretion, upon: (i) a valid refund request from the User or when a complaint arises from the User, and (ii) confirmation from the Delivery Partner regarding the User’s request. For the avoidance of doubt, with respect to all User refund requests, Grab shall be the party entitled to review and verify the User’s request and, on a case-by-case basis, may or may not contact the Merchant in accordance with legal regulations on consumer rights protection. Refunds to Users may include, but are not limited to, out-of-stock Products, missing items within the Product, the Merchant’s inability to fulfill all or part of the Order, late preparation/delayed delivery, damaged or technically defective Products resulting in unusability, and health and safety issues regarding such Products, etc. Grab may deduct the refunded amount from the payments due to the Merchant under this Agreement.
8.13. Comply with the terms and conditions of the Grab Policies and the law.
9. Representations and Warranties
9.1. Each Party represents and warrants to the other Party that:
a. That Party has the capacity and authority to enter into, perform and comply with its obligations under this Agreement;
b. This Agreement constitutes valid and binding obligations, and is in force against the Parties under the terms of this Agreement;
c. The conclusion and/or performance or compliance with each Party’s obligations under this Agreement does not and will not violate (i) any legal provision to which that Party is governed or (ii) any agreement to which that Party is a party or relates to that Party or its property;
d. It is not a defaulting party to any agreement to which it is bound that may materially or adversely affect its financial condition or ability to perform its obligations under this Agreement, nor take any action, any pending or threatened proceeding, claim, dispute or arbitration against that Party which may have the same effect;
e. That Party complies with and holds all licenses and permits required by applicable laws and regulations (including but not limited to regulations on food safety, business conditions);
f. Each person representing and binding under this Agreement is authorized to represent and bind the responsibilities of such Party;
g. All content, media, and other materials used or made available under this Agreement do not infringe or violate the Intellectual Property Rights of any third party.
9.2. Each Party warrants that the representations and warranties contained in this Article will continue to be true for as long as this Agreement remains in force and any Service Fees are owed and unpaid and shall promptly notify each Party in the event that any representation or guarantee becomes untrue in any manner or form.
9.3. The Merchant warrants and undertakes not to use GrabFood, GrabMart and/or the Grab App for any unlawful purpose (including transporting drugs, taking any unethical actions and disrupting public order).
9.4. The Merchant agrees that Grab is a technology company that provides GrabFood, GrabMart services on the Grab App and that Grab only provides a platform for the Merchant to connect with the Delivery Partner. As a platform provider, Grab is not obliged to process, prepare and deliver the Products and Grab is not allowed to enter into any agreements, terms and conditions or rights and obligations between Users and Merchants.
9.5. Notwithstanding the provisions of these Terms of Service and the Grab Policies, the Merchant agrees that Grab has the sole right (not the obligation) to offset any debt arising from this Agreement against any revenue of the Merchant arising from the business models available on the Grab App and/or other contract(s) between the Merchant and Grab (if any), including but not limited to GrabFood, GrabMart, GrabKitchen, until all debts are collected without prior notice to the Merchant.
10. Termination
10.1. The Merchant agrees that Grab has the right to suspend the Service or terminate this Agreement with immediate effect at its sole discretion and has the right to require the Merchant to reimburse the Merchant for the costs incurred by Grab to the User and/or any other relevant third party, in the following cases:
a. Grab suspects that there has been any violation, unlawfulness and/or fraud by the Merchant and/or its employees or agents in the course of using the Services;
b. The Merchant is in breach of any obligation or representation or warranty set forth in this Agreement and fails to remedy such breach within seven (07) days from the date of Grab’s notice;
c. The Merchant continues to receive bad comments from the User or complaints about non-fulfillment of orders;
d. Merchants violate any regulations on business licenses, food safety or other regulations related to conditions for circulation, business and distribution of Products; or
e. Merchants violate the Code of Conduct that Grab has published from time to time.
Unless otherwise specifically agreed between the Parties, the cost of the reimbursement will be deducted from the payments for the User’s Products held by Grab in accordance with the provisions of these Terms of Service.
10.2. The Merchant has the right to terminate this Agreement by submitting a request for termination of the Agreement via the Help Center (or other Grab contact channels as determined and notified by Grab from time to time) and by Grab confirming that it agrees to such request by email or other appropriate means.
10.3. Notwithstanding Clauses 10.1 and 10.2 above, each Party shall have the right to terminate this Agreement by giving written notice to the other Party at least seven (07) days prior to the termination date stated in the notice.
10.4. Notwithstanding the provisions of this Agreement, prior to termination:
a. The Merchant is still responsible for continuing to execute unsettled Orders in accordance with the methods and conditions specified in this Agreement .
b. Grab reserves the right to close all Merchant’s Merchants on the Grab App immediately upon receipt of a termination request from the Merchant in accordance with the provisions of this Agreement.
c. Grab is responsible for paying all outstanding liabilities to the Merchant, including deducting the Merchant’s liabilities from the User’s Product payment.
11. General
11.1. Term: This Agreement is effective from the date the Merchant successfully registers the Merchant on the Grab App until the Agreement is terminated in accordance with the provisions of Article 10 above.
11.2. Failed to deliver the Product(s)
a. In case of Product Failure, Orders/Products that cannot be delivered will be handled appropriately in accordance with Grab’s policies and regulations. If Grab is required to provide additional services to recover, deliver, handle or store any package that is returned or failed to be delivered to the Merchant, such additional fees or expenses may be charged to the Merchant and deducted from the User’s Payment.
b. If (a) Grab is unable to return the Products to the Merchant despite reasonable efforts in accordance with Grab’s policies (e.g. the Merchant refuses to receive the Products; or your delivery address is incorrect) or (b) Grab reasonably determines that returning the Products to the Merchant is not practically feasible, Grab may inspect, return, process, cancel or sell the Products in any manner that Grab deems appropriate without incurring any responsibility or payment obligation to the Merchant. The Merchant agrees that ownership of these Products shall be transferred to Grab prior to Grab’s inspection, return, processing, cancellation or sale of the Products.
c. Grab shall not be responsible for any risk, or liability for, any claims, demands, liabilities, losses, costs or damages in connection with any failed delivery and returned Products (including in the event of a risk of recall) and will require the Merchant to reimburse all costs arise in this case.
11.3. Indemnity
a. Each Party (the “Indemnifying Party“) shall indemnify, defend and hold harmless the other Party, its Affiliates and its directors, officers, employees and agents (“Indemnified Parties“) from any and all claims, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses“) for any third-party claims arising out of or relating to: (a) the negligence or willful misconduct of the Indemnifying Party and its employees or agents in the performance of this Agreement; (b) claims caused by the Indemnifying Party in breach of its representations and warranties in this Agreement; (c) claims that the Indemnifying Party’s Trade Guidelines infringe the Intellectual Property Rights of a third party, provided that such Trade Guidelines have been used in a manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, the Merchant shall indemnify, defend and hold Grab’s Indemnified Parties safe from and against any and all Losses with respect to third party claims arising out of or in connection with any breach or alleged violation of food retail laws or rules on food retail. other health and safety, law or regulation, except for such damages caused directly by the negligence or willful misconduct of Grab or its employees.
b. Notwithstanding the other provisions of this Agreement, the Parties agree that neither Party shall be liable to the other Party for any loss of profits, goodwill, business opportunities and anticipated savings or any indirect or consequential loss or damage incurred by each Party.
11.4. Confidentiality
a. The Parties agree that during the term of this Agreement, the Receiving Party may receive Confidential Information from the Disclosing Party. The Receiving Party may use the Disclosing Party’s Confidential Information solely to fulfill its obligations and/or exercise its rights under this Agreement. Confidential Information shall be kept strictly by the Receiving Party, and shall not be disclosed to any third party (other than its directors, managers, employees, auditors and professional advisors who may have a need to know the Confidential Information for the purpose of executing this Agreement), directly or indirectly, without the written consent of the Disclosing Party, during the term of this Agreement or after termination of the Agreement. This obligation does not apply to information that (i) is already available in the mass media without a breach of confidentiality or (ii) is required to be made public under a statute, rule, ordinance, order of a court, government agency, relevant supervisory authority or proceeding, or (iii) has been disclosed to the public through no fault of the Receiving Party or agents acting on its behalf, or (iv) the information has been disclosed to the Receiving Party by a third party without an obligation of confidentiality.
b. The above confidentiality obligation shall remain in effect for one (01) year after the expiration or termination of this Agreement or until the Confidential Information becomes public information, whichever comes first.
11.5. Personal Data: The Parties shall comply with their respective obligations under applicable law and regulations relating to Personal Data under this Agreement. The Merchant agrees to use, disclose, store, hold or process the Personal Data solely for the purpose of performing its obligations under this Agreement. The Merchant shall maintain the accuracy and integrity of any Personal Data provided by Grab placed in its possession, custody or control. The Merchant agrees to keep the Personal Data provided by Grab to the Merchant using the software and tools provided by Grab.
11.6. Marketing and publicity
a. The Parties may carry out marketing and advertising activities related to the Products as agreed by the Parties. These activities can be through various channels such as social media channels, websites, or blogs. For the avoidance of doubt, Grab may at its own expense provide incentives to Users to promote the Parties’ business activities and Services provided under this Agreement.
b. On an ongoing basis, the Merchant will share with Grab his/her marketing schedule and plan (including but not limited to rebates and promotional details) to jointly research marketing and advertising activities.
c. Neither Party shall issue a press release or notice or mention the other Party in any way in connection with this Agreement or otherwise without the prior written consent of the other Party.
11.7. Organization and independence of Merchants
a. Grab is not a party to transactions between Users and Merchants, and Merchants hereby release Grab and its Affiliates, agents and employees from and against claims, suits, disputes, demands and damages (actual and consequential) of any kind and of any nature, known and unknown, suspected and undoubted, disclosed and undisclosed, arising out of or in any way related to such transactions.
b. The Merchant and Grab are independent contractors, and nothing in these Terms of Service shall constitute any partnership, joint venture, agency, franchise or sales representative between the Parties. The Parties acknowledge to each other that this Agreement shall not cause the establishment of any direct employment relationship between Grab and the entities providing services to the Merchant, including but not limited to the Delivery Partner. The Merchant shall not have the authority to make or accept any offer or representation on behalf of Grab.
1.8. Force Majeure: The Parties are released from their obligations (except for payment obligations) and delay the work as a consequence of Force Majeure. If the Force Majeure event occurs for a period exceeding sixty (60) days (or such other period as agreed upon by the Parties) and the Parties have negotiated in good faith and failed to find a suitable solution, each Party shall have the right to terminate this Agreement by giving written notice to the other Party.
11.9. Distinctiveness
a. If any part of this Agreement is invalid or unenforceable for any reason, it will not affect the validity or enforceability of the remainder of this Agreement.
b. If the lawful performance of this Agreement or any part of it cannot be effected by a final judgment or order of any court of competent jurisdiction, commission or governmental agency or similar authority having jurisdiction over either party, The Parties shall immediately use reasonable efforts to amend this Agreement in order to comply with such judgments or orders.
11.10. Assignment: Neither Party shall be entitled to assign or transfer its rights and obligations (in whole or in part) to any person, except with the prior written consent of the other Party, except that the Merchant agrees that Grab may assign and/or transfer any of its rights and/or obligations under this Agreement to any Any Grab Affiliate without the consent of the Merchant. In this regard, the Merchant agrees to use its best efforts to provide the necessary cooperation to Grab and to take necessary or relevant actions as required by Grab and the Parties agree that the assignment and/or transfer of any rights and/or obligations under this Agreement shall be legally enforceable.
11.11. Applicable Law and Dispute Resolution
a. This Agreement is governed by and construed in accordance with the laws of Vietnam.
b. Any dispute, conflict or difference arising out of or in connection with the performance of this Agreement (“Dispute“) shall be resolved by the Parties mutually by mediation and negotiation. In the event that the Parties cannot reach an agreement on the settlement of the Dispute within 10 (ten) days from the date of the Dispute, the Parties have the right to request the Vietnam International Arbitration Center (“VIAC”) in addition to the Vietnam Chamber of Commerce and Industry (“VCCI”) to settle the dispute according to the proceedings of this arbitration body. The place to settle the dispute will be in Ho Chi Minh City. The number of arbitrators is 03 (three). The language of dispute resolution will be Vietnamese.
11.12. Governing Language: These Terms of Service are made in both Vietnamese and English. In the event of any discrepancy, inconsistency, or conflict between the Vietnamese version and the English version, the Vietnamese version shall prevail.
FIGURE 1
DEFINITION AND INTERPRETATION
A. Definitions: In these Terms of Service , unless the context requires otherwise, the following terms shall have the following meanings:
1. “Account” means the mobile application account created by Grab on its online platform and provided to the Merchant (as defined below) to, among other things, register and operate in accordance with the terms and conditions set out in the Grab Terms of Service and Policies.
2. “Affiliated Company” means, in relation to any entity, which controls, is controlled by, or is jointly controlled by the said entity. For the purposes of this definition, “control” (including the terms “control”, “controlled by” and “jointly controlled with”) means the possession, directly or indirectly, of directing or directing the management and policies of an organization, whether through the possession of voting rights, contract or other form
3. “Working Day” means a day that is not a Saturday or Sunday or public holidays in accordance with the applicable labor laws of Vietnam.
4. “Confidential Information” means any information that has been designated in writing as confidential or proprietary or, if oral, must be confirmed in writing as soon as disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Receiving Party and, including any Personal Data as set forth in these Terms of Service, all User information (including patterns, view details, quantity, time or duration of device use or view content), details (including contact details, telephone number, network configuration, location information, billing name, amount, credit history and other payment details), commercial, technical or financial information relating to the Agreement, of the Disclosing Party or any of its Affiliates, including all trade secrets, know-how, displays, patent research, development or technological information, confidential and proprietary products or information, intellectual property rights, business plans, operations or systems, business or financial positions, details of Users, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any Affiliates, marketing information, publications, rates and price lists, contracts, of any kind, format or media, whether machine- or human-readable, including written, oral, or other tangible forms, and also includes information communicated or obtained through meetings, documents, correspondence, or examination of tangible objects.
5. “Disclosing Party” means any Party that discloses Confidential Information in accordance with these Terms of Service.
6. “Recipient” means the Recipient of Confidential Information under these Terms of Service.
7. “Delivery Partner” means an independent third party service provider who provides, or intends to provide delivery or delivery services on demand, using the Grab Mobile App and has completed the registration procedure, and is authorized and approved by Grab and/or its Affiliates to deliver the Products sold by the Merchant Multiply to the User’s designated address via GrabFood and/or GrabMart.
8. “Order” means the order placed by the User to purchase the Merchant’s Products through GrabFood and/or GrabMart.
9. “Products” means any goods, services, food and/or beverages provided by the Merchant through the Grab Application for the User to order .
10. “User” means a person who has a Grab Account that is duly registered on the Grab App, and uses GrabFood and/or GrabMart features to order Products offered by the Merchant.
11. “Force Majeure” means any cause beyond the reasonable control of a Party, affecting the performance of the obligations of the affected Party, including but not limited to natural disasters, riots or civil unrest, war or military operations, national or local emergencies, disputes between employees and employers of any kind (not involving employees of the affected Party), fire, flood, lightning, explosion, subsidence, inclement weather, acts or omissions of persons or agencies beyond the reasonable control of that Party.
12. “Grab App” means all relevant mobile applications of Grab and/or its Affiliates that enable and facilitate any or all of the following: (a) the User’s order of Products from Merchants; (b) connect the Merchant with the Delivery Partner so that the Delivery Partners perform the delivery or delivery service as designated.
13. “Shops” means the booths that the Merchant registers and creates on the Grab Application to list and display his/her Products to the User.
14. “GrabMart“, “GrabFood” means the services available on the Grab App that allow the User to order and pay for Products provided by the Merchant and such Products delivered to the User by a Delivery Partner.
15. “Intellectual Property Rights” means intellectual property rights, including but not limited to rights to inventions, integrated circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, patents, formulations, secret or confidential processes, trade secrets and confidential information, and any other protected rights and property and any licenses and permissions connected thereto in each case in any part of the world whether registered or unregistered and for the duration of, all extensions and extensions thereof, and all related applications.
16. “Party” means the Merchant or Grab; and collectively, the “Parties“.
17. “Personal Data” means (a) information that directly or indirectly identifies or can be used to identify, contact or locate a User in relation to such information (including but not limited to mobile phone number, email address and/or any information necessary for the benefit of providing the Service in accordance with these articles terms and conditions of this Agreement), or (b) information from which an individual’s identification or contact information can be obtained, (c) information relating to, without limitation name, address, telephone number, email address, other account information (to the extent such other account information includes the information described in sections (a) and (b) above), or other Government-issued identifiers, and credit card information and (d) any other information (such as, but not necessarily limited to, personal profiles, unique identifiers, biometric information, and/or IP addresses) that relates to or is associated with Personal Data, such information will be treated as Personal Data .
18. “Content Information” means accurate and complete information about the Products, including but not limited to, characters, images, prices and any other information relating to the Products that comply with Grab’s image posting policies and applicable advertising laws.
19. “Listed Price” means the price of the Product listed on the Merchant’s account and displayed and published on the Grab App, inclusive of any applicable taxes as required by law.
20. “User Payment” means all payments made by the User through the order transaction between the User and the Merchant on the Grab App, regardless of the form of payment, including but not limited to, via credit card, online payment gateway, e-wallets, cash, or other payment methods approved by Grab and comply with the relevant laws.
21. “Product Failure” means the case where the Delivery Partner is unable to successfully deliver any Order, including but not limited to the following reasons: (i) the delivery address of the Product stated in the Order is incorrect, (ii) the User cannot be contacted after numerous efforts by the Delivery Partner – in accordance with the Partner’s operating policy Delivery, or (iii) the User refuses to receive the Goods, or requests the cancellation of the Order when the Products have been delivered to the specified address specified in the Order.
22. “Service Fee” means the amount charged as a percentage of the Merchant’s Listed Price and paid or paid to Grab by the Merchant, for the use of the GrabFood or GrabMart Services in accordance with the terms and conditions of this Agreement .
23. “VAT” means value-added tax, a consumption tax under the laws of Vietnam applicable from time to time and/or any similar taxes.
B. Interpretation: The following rules apply unless the context requires otherwise:
1. The headings are for convenience only and do not affect the interpretation of the Translation Terms.
2. If a word or a phrase is defined, its other grammatical forms will have equal meaning.
3. Reference to an Article is a reference to an article of these Translation Terms.
4. Reference to an agreement or document (including references to these Terms of Translation) means a reference to an agreement or document (including its appendices) that has been amended, supplemented, renewed or replaced except to the extent prohibited by this Agreement or of the agreements, other documents.
5. References to “text” shall include any method of representation or reproduction of words, numbers, drawings, or symbols in a conspicuous or tangible form.
6. Reference to a Party to this Agreement or another agreement or document shall include that Party’s successors, successors, and legal successors.
7. References to legislation or a provision of legislation shall include its amendment or re-enactment, the legislative provision superseding it, and the statutory regulation or instrument enacted under it .
8. Referring to anything of the following “including”, “including”, “for example”, or similar expressions, will not limit what else may be included.
9. Nothing in these Terms of Service shall be interpreted adversely in favor of a Party because that Party has been responsible for drafting the Terms of Service or any part of the Terms of Service.
SECTION B. NEW MERCHANT PLAN TERMS OF SERVICE
Along with registering to become a Merchant under the GrabFood and GrabMart Merchant Terms of Service specified in Section A, the Merchant agrees to participate in the e-commerce service package provided by Grab (“E-Commerce Package”) to enjoy incentives and benefits that enhance the visibility and accessibility of users through the Grab App. Accordingly, the Merchant acknowledges its agreement and acceptance of the Terms of Service applicable to the New Merchant Package as set forth below.
1. E-Commerce Package Details
1.1. E-Commerce Package Name: New Merchant Package.
1.2. Eligible Participants: Only applicable to newly registered GrabFood Merchants in certain areas, with detailed content and value of the New Merchant Package(s) available here.
1.3. Term: 02 weeks from the date the Merchant completes the registration process to become a Grab Merchant, or such other time as notified by Grab.
1.4. Fee: In accordance with the value of the New Merchant Package(s) specified in Clause 1.2, inclusive of VAT. The Merchant agrees to make a one-time payment to Grab upon registering to become a Grab Merchant, by transferring funds to the account below or another account designated and notified to the Merchant by Grab from time to time:
- Account Name: Grab Company Limited
- Account Number: 152010000119
- Bank Name: Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank)
- Branch: South Saigon Branch
- Address: Ground Floor, T1, V Building, Plot V, Him Lam New Urban Area, 23 Nguyen Huu Tho, Tan Hung Ward, District 7, Ho Chi Minh City
The invoice for the E-Commerce Package will be issued by Grab after the Merchant completes the registration process to become a Grab Merchant.
1.5. The E-Commerce Package includes items aimed at increasing visibility and user reach for the Merchant when operating on the Grab Application. Depending on Grab’s decision at any given time, the E-Commerce Package may include one or more of the following items:
- Promo codes.
- Media benefits.
- Advanced skills courses for knowledge sharing to improve operations and effective business tips, and/or other activities.
- Other appropriate items.
- For the avoidance of doubt, Grab reserves the right to modify the items within the E-Commerce Package by notifying the Merchant through appropriate methods.
2. General Terms and Conditions
2.1. In order to provide the E-Commerce Package to the Merchant, Grab may, on behalf of the Merchant, carry out visibility-enhancing activities, including promotional support, boosting visibility on the Grab Application, and/or any other forms related to the E-Commerce Package. The Merchant agrees and hereby authorizes Grab to execute the E-Commerce Package, and confirms its consent for Grab to use all related images and symbols, including but not limited to, the trade name, trademark, and logo of the Merchant within the scope of executing this E-Commerce Package.
2.2. In addition to committing to comply with the applicable obligations, as the case may be, under the regulations, rules, or any terms and conditions, privacy policies published at https://www.grab.com/vn/terms-policies/, the Merchant further understands and agrees to:
- Ensure the legality and intellectual property rights regarding the brand, trademark, and other intellectual property assets provided by the Merchant to Grab for the purpose of executing the E-Commerce Package.
- Be responsible for providing accurate and complete information so that Grab can fulfill its obligation to provide the E-Commerce Package. For any unreasonable change requests or those resulting from a lack of reasonable care in providing information by the Merchant regarding the design or content of the E-Commerce Package, Grab reserves the right to deny such change requests and shall be exempted from all related obligations, including the reimbursement of the paid fee.
I, THE MERCHANT, HAVE READ, UNDERSTAND, AGREE AND ACCEPT ALL EXISTING TERMS AND ANY AMENDMENTS TO THE TERMS. BY CLICKING CONFIRM ON THE SALES REGISTRATION FORM, I UNDERSTAND THAT I AM CREATING AN ELECTRONIC SIGNATURE THAT I UNDERSTAND TO HAVE THE SAME VALIDITY AND VALIDITY AS THE SIGNATURE I SIGNED MANUALLY.
– End of Terms of Service –
