Latest updated: 15 January 2021
Section A – General Terms
1.4. GRAB IS A TECHNOLOGY COMPANY WHICH PROVIDES A PLATFORM FOR USERS TO OBTAIN SERVICES PROVIDED BY THIRD PARTY PROVIDERS. GRAB’S ROLE IS MERELY TO LINK THE USER WITH SUCH THIRD PARTY PROVIDER. GRAB IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY PROVIDER, AND ANY LIABILITY IN RELATION TO SUCH SERVICES SHALL BE BORNE BY THE THIRD PARTY PROVIDER. THIRD PARTY PROVIDERS SHALL NOT REPRESENT TO BE AN AGENT, EMPLOYEE OR STAFF OF GRAB AND THE SOLUTIONS PROVIDED BY THIRD PARTY PROVIDERS SHALL NOT BE DEEMED TO BE PROVIDED BY GRAB.
2.1. “Application” means the relevant mobile application made available for download by Grab to Users and Third Party Providers respectively;
2.2. “Grab” means:
2.2.1. Grab Company Limited, in relation to GrabTaxi, GrabCar, GrabBike, GrabFood and GrabMart;
2.2.2. Grab Vietnam Company Limited, in relation to GrabExpress;
2.2.3. in relation to Grab for Business, the entity stated at the Grab for Business account sign-up page in relation to; and/or
2.2.4. the relevant subsidiary, affiliate, associated company of or entity jointly controlled by Grabtaxi Holdings Pte Ltd.
2.3. “Grab Policies” means the following:
2.3.2. the Grab Driver / Delivery Partner Code of Conduct or the Grab Customer Code of Conduct,as may be applicable; and
2.3.3. all other forms, policies, notices, guidelines, frequently asked questions (FAQs), or agreements provided to or entered into by you from time to time;
2.4. “Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, personal interests, email address, your image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information;
2.5. “Platform” means the relevant Grab technology platform, portal or website that, when used in conjunction with the Application, enables Users to request or access Solutions;
2.7. “Service” means the linking of Users to Third Party Providers through the Application, Platform and/or Software;
2.8. “Software” means any software associated with the Application which is supplied made available for download and installation by Grab;
2.9. “Solutions” means the following transportation and/or supporting services which are made available to Users through the Service (each a “Solution”):
2.9.8. Grab for Business;
2.10. “Third Party Provider” means the independent third parties who provide the Solutions to Users through the Service, including drivers, delivery partners and third party merchants;
2.11. “User” means any person who uses the Application, Platform and/or Software to search for and obtain the Solutions;
2.12. “Concierge User” means an individual who by their intention registers to become an individual Corporate User (as defined below) under Grab for Business to enable its request for transportation/ delivery booking via a webpage as developed and provided by Grab from time to time.
2.13. “User Charges” shall mean charges incurred by Users for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions.
2.14. “Web-booking” shall mean all the booking placed by Concierge User via a web-page which is developed and provided by Grab, as may be updated by Grab from time to time
3. Representations, Warranties and Undertakings
3.1. By using the Service, you represent, warrant / undertake that:
3.1.1. You have legal capacity to enter into the Agreement and that you are at least eighteen (18) years old. You cannot enter into the Agreement if you are below eighteen (18) years old;
3.1.2. All the information which you provide shall be true and accurate;
3.1.3.You will only use the Application, Platform and Service for their intended and lawful purposes;
3.1.4. You will keep your account password or any identification we provide you which allows access to the Service secure and confidential;
3.1.5. You agree to notify us immediately of any unauthorized use of your account or any other breach of security;
3.1.6. You will not try to interrupt or harm the Service, Application and/or the Software in any way;
3.1.7. You will not attempt to commercially exploit any part of the Application without our permission, including without limitation modify any of the Application’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
3.1.8. You will not authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity;
3.1.9. You will provide us identification information such as full name, address, phone number, email, bank account, etc. or any other documents, permits, licenses or approvals which we may reasonably request or require, in accordance with prevailing regulations or upon specific request of competent authorities, to provide the Service;
3.1.10. You will not use the Application for sending or storing any unlawful material or for fraudulent purposes;
3.1.11. You will not use the Application and/or the Software to cause nuisance or behave in an inappropriate or disrespectful manner towards Grab or any third party;
3.1.12. When using the Service, you agree to comply with all laws applicable to you and/or your use of the Service;
3.1.13. You will not copy, or distribute the Software or other content without written permission from Grab;
3.1.14. You will provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of the Agreement. You agree that Grab may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, Grab has the right but not the obligation to terminate this Agreement and your use of the Service at any time with a notice sent to you through the Application or your registered phone number or email address;
3.1.15. You will only use an access point or data account which you are authorized to use;
3.1.16. You agree that the Service is provided on a reasonable effort basis;
3.1.18. You agree to assist Grab with any internal or external investigations as may be required by Grab in complying with any prevailing laws or regulations in place; and
3.1.19. You agree to assume full responsibility and liability for all loss or damage suffered by yourself, Grab or any other party as a result of your breach of this Agreement without the fault of Grab or Third Party Provider.
3.1.20. You will not utilise modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud Grab or to disrupt the natural functions of the Application.
3.2. If you are a Third Party Provider, you further represent, warrant / undertake that:
3.2.1. If applicable, you possess a valid driver’s license and are authorized to operate a motor/ motobike vehicle and have all the appropriate licenses, approvals and authority to provide transportation or delivery services for hire to third parties in the jurisdiction in which you use the Service;
3.2.2. If applicable, you own, or have the legal right and authority to operate, the vehicle (“Vehicle”)which you intend to use when accepting Users, and such Vehicle is in good operating condition and meets the industry safety standards for Vehicles of its kind;
3.2.3. If applicable, you will use the appropriate road safety equipment;
3.2.4. You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the transportation/delivery service provided by you;
3.2.5. You shall obey all local laws related to the operation of a taxi/passenger delivery service and will be solely responsible for any violations of such local laws;
3.2.6. You shall not contact Users for purposes other than in connection with the Service;
3.2.7. You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Application, or any other customer of Grab, including without limitation any user account not owned by you, to its source, or exploit the Application or any service or information made available or offered by or through the Application, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Application;
3.2.8. You agree to be subject to random drug tests arranged or undertaken by Grab, its agents or appointed persons;
3.2.9. You are aware that when responding to Users, standard telecommunication charges may apply which shall be solely borne by you;
3.2.10. If you are required to and do sign up for an account on behalf of your employer, your employer shall be the owner of the account, and you represent and warrant that you have the authority to bind your employer to the Agreement;
3.2.11. You agree that you are forbidden from giving out coupons and suggesting any other form of discounts to the Users. You are strictly forbidden to use the Service for other purposes such as but not limited to data mining of Grab’s information or information related to the Application or the Service. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage, and Grab reserves the right to take such action as may be appropriate or permitted under the law against you, and/or any person, whether natural or artificial, directing or instructing you, in the event you use the Service other than for the purpose for which it is intended to be used; and
3.3. If you are a User, you further represent, warrant / undertake that :
3.3.1. You will comply with the Grab Policies;
3.3.2. Your use of the Service is for your own sole, personal use or, where permitted, for the use of another person who is at least twelve (12) years old (“Minor”), in which case you shall assume primary responsibility of the Minor;
3.3.3. You will not use the Application, Platform and/or the Software to cause nuisance, annoyance, inconvenience or make fake bookings;
3.3.4. Where applicable, you agree to indicate the accurate number of passenger(s) when requesting for the Service. You further acknowledge and agree that if the information on the number of passengers is untrue or inaccurate, the third party transportation provider is entitled to cancel your booking and you may be charged a cancellation f;ee;
3.3.5. You shall not contact the Third Party Provider for purposes other than the Service or perform the consumer complaint right according to the provisions of law;
3.3.6. You shall not intentionally or unintentionally cause or attempt to cause damage to the Third Party Provider or the Vehicle;
3.3.7. Where applicable, you will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Application or Platform except for your personal, non-commercial use;
3.3.8. Where applicable, you will not copy any content displayed through the Application or Platform, including any third party product content and reviews, for republication in any format or media;
3.3.9. You acknowledge and agree that only one (1) account can be registered on one device;
3.3.10. You are aware that when requesting Solutions by SMS or by using the Service, standard telecommunication charges will apply; and
3.3.11. You agree that Grab may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account.
Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Application. While we continuously develop the Application in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Application is likely to be accessed from, we do not warrant compatibility of the Application with specific mobile devices or other hardware.
5. License Grant and Restrictions
5.1. Grab and its licensors, where applicable, grant you a revocable, non-exclusive, non- transferable, limited license to use and access the Application and/or the Software to use the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Grab and its licensors.
5.2. You shall not:
5.2.1. license, sublicense, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software in any way;
5.2.2. modify or make derivative works based on the Application and/or the Software;
5.2.3. “mirror” the Application / Software on any other server or wireless or internet-based device;
5.2.4. except to the extent such restriction is prohibited under applicable law, disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, this Application or any software or services made available on or through the Application;
5.2.5. use any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, (a) to unduly burden or hinder the operation and/or performance of the Application; (b) to conduct data mining or scraping activities, or (c) in any way reproduce or circumvent the navigational structure or presentation of the Application or its content;
5.2.6. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights
5.2.7. remove any copyright, trademark or other proprietary rights notices contained on the Application or Platform; or
5.2.8. use the Application to: (a) send spam or otherwise duplicative or unsolicited messages; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (c) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (e) attempt to gain unauthorized access to the Application or its related software, systems or networks; (f) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (g) engage in any conduct that could possibly damage our reputation or amount to being disreputable.
6.1. For Third Party Providers:
6.1.1. The fees which you pay Grab for the Service are due immediately and are non-refundable (“Service Fee“). Subject to any limit stipulated by the applicable law, the Service Fee shall be a percentage of the User Charges, as determined by Grab from time to time. This no-refund policy shall apply at all times regardless of your decision to terminate your access to the Application / Platform, our decision to terminate or suspend your access to the Application / Platform, disruption caused to the Service whether planned, accidental or intentional, or any reason whatsoever.
6.1.2. You acknowledge that the total amount of User Charges paid to you by Users includes the Service Fee, which you collect on behalf of Grab.
6.1.3. Grab may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Users whereby these promotional offers shall accordingly be honored by you. Grab may change the Service Fee at any time at its sole discretion.
Payment by Users
6.1.4. Users may pay for your provision of the Solution immediately upon completion of or confirmation of a booking for a Solution, as the case may be, by cash or cashless method(s) such as by credit or debit card (“Card”). All payments due to you for your services, including tips (where applicable), will be channelled to you in the agreed quantum in due course.
6.1.5. Grab retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where your and/or the User breached any terms in this Agreement. In such an event, you shall not hold Grab liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment to you.
6.2. For Users:
6.2.1. Once you have completed using the Service, you are required to make payment in full to the Third Party Provider by selecting one of the payment methods available to you on the Application. Any payment pursuant to such selection will be automatic and is non-refundable.
6.2.2. You may choose to pay the Third Party Provider for the provision of the Solution by cash or where available, by credit or debit card (“Card”) or Moca wallet or any other payment method available in the Application. The use of Moca wallet must comply with terms and conditions as posted on the website https://www.moca.vn.
6.2.3. If you choose to make payment by Card, you will need to register a valid Card which belongs to you in accordance with the instructions in the Application.
6.2.4. You agree that Grab may verify and authorize your Card details when you first register the Card with us as well as when you use the Service.
6.2.5. You agree that Grab may issue a reasonable authorization hold, which is not an actual charge against your Card, in order to verify your payment method via your Card. The hold may appear in your statement as “pending”. The authorized hold amount will be based on the upper bound fare shown at the time of your booking and may include up to the maximum extra charges (for example, tolls or booking fees, where applicable) permissible on the Application. The authorization hold is issued as a preventive measure against any unauthorized or fraudulent usage of your Card.
6.2.6. In the event your payment by your Card is processed overseas, you will be liable for any additional charges in relation thereto.
6.2.7. If the tipping feature is available, you may have the option to pre-set a default “tip” amount of your choosing when you register for the Service. This will automatically be included in the User Charges after the Solution has been provided and given to the Third Party Provider unless you choose to change the amount or remove the tip.
6.2.8. Grab may suspend the processing of any transaction or disable or limit the use of the Card in the event of any error in transaction which results in decline or chargeback from the financial institution or where Grab reasonably believes that the Card has been used for a transaction that may be fraudulent, illegal or involves any criminal activity or where Grab reasonably believes you to be in breach of this Agreement.
6.2.9. You agree that you will cooperate in relation to any financial crime screening that is required and to assist Grab in complying with any prevailing laws or regulations in place.
6.2.10. You shall be responsible to resolve any disputes with your Card company on your own.
7. Cancellation For Third Party Providers:
7.1. The Users rely on you for delivery or provision of the Solutions. You agree that high and/or frequent cancellation rates or ignoring the Users’ bookings will impair the Users’ experience and negatively impact the reputation and branding of Grab.
7.2. While you may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application. Grab reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted.
8. Promotional Programme for Users
9.1. Users and Third Party Providers may be allowed to rate each other in respect of Solutions provided.
9.2. Every rating will be automatically logged onto Grab’s system and Grab may analyse all ratings received.
This section applies to Users’ and Third Party Providers’ submission of Point of Interest (“POI”) locations to the map in the relevant Application.
10.1. Submission requirements: When submitting a POI, you are required to provide POI content such as the name, address and category of the POI. You may also provide additional POI content such as images of the POI and relevant additional details (“POI Content”)..
10.2. Prohibited content: You shall ensure that all POI Content submitted:
10.2.1. is not inaccurate, fake or spam;
10.2.2. is not defamatory, obscene, discriminatory, provocative, derogatory, harmful, offensive or otherwise objectionable;
10.2.3. does not contain irrelevant content such as political or personal opinions;
10.2.4. does not offer or promote the sale of any regulated or prohibited items or services, including but not limited to tobacco, drugs, gambling, weapons, medical services and adult services;
10.2.5. does not refer to, promote or depict sexually explicit content, abusive images and/or images of minors, violence, terrorism or any other harmful behaviour or illegal conduct;
10.2.6. does not contain personal/sensitive data or images of any person;
10.2.7. does not contain images of protected areas, publicly inaccessible locations or restricted areas, or areas where photography and filming are not permitted (e.g. immigration checkpoints, military compounds, interiors of private residences); and
10.2.8. is not copied or stolen, and does not infringe upon third party intellectual property rights.
10.3. Acceptance, rejection or removal of POI: Grab may, at its sole discretion and at any time without notice to you:
10.3.1. accept or reject any POI Content submitted;
10.3.2. amend or redact any accepted POI or POI content; and
10.3.3. remove any POI or POI Content.
10.4. Rewards: Grab may provide incentives or rewards for accepted POI Content submissions from time to time, as notified to you in the Application.
10.5. License: By submitting a POI,
10.5.1. you are solely responsible for your conduct and any data, text, information, names, images, graphics, photos, imagery and other content that you submit, post display on or via the Application. Grab does not claim ownership of any POI Content that you post on or through the Application;
10.5.2. you have no obligation to provide any content to Grab. However, if you choose to upload or share content, you represent and warrant that you have the requisite permissions to submit the POI and the POI Content;
10.5.3. you grant Grab an irrevocable, worldwide, non-exclusive and royalty-free license to host, reproduce, distribute, communicate, publish, use, sub-license,modify and create derivative works based on the POI and POI content;
10.5.4. POI or POI Content that contains publicly-available factual information, such as the name of a business is not covered under the scope of this license; and
10.5.5. This license lasts for as long as your POI content is protected by intellectual property rights.
10.6. Amendment or removal requests: You may submit requests to amend or remove POIs or POI content through the Application. Grab will assess on a case by case basis whether to accede to such requests at Grab’s sole discretion.
10.7. Satellite street view images: When submitting or viewing POIs in the Application, you may be able to view satellite street view images (“Satellite Images”). You acknowledge and agree that:
10.7.1. all right, title and interest in the Satellite Images, including all corrections, enhancements, modifications or intellectually property rights belong to Grab’s third party vendor(s) or such vendor’s suppliers;
10.7.2. you shall not distribute, sublicense, rent, sell, lease, loan the Satellite Images to any third party, or otherwise use or reproduce the Satellite Images for any purpose not expressly permitted by Grab, including any commercial purpose;
10.7.3. you shall not remove, bypass or circumvent any electronic or other protection on the Satellite Images;
10.7.4. you shall not download or save the Satellite Images onto any device;
10.7.5. you shall not alter, obscure or remove any copyright notice, copyright management information, trademark or proprietary legend contained in or on the Satellite Images;
10.7.6. all Satellite Images are provided “as is” without any warranty of any kind, including any warranty of fitness for purpose, non-infringement or non-misappropriation of intellectual property rights of a third party, accuracy, content or results; and
10.7.7. neither Grab nor its vendor(s) shall be liable for any loss or damage of any nature howsoever arising out of or in relation to your access or use of the Satellite Images.
11. Repair and Cleaning Fees for Users
12. Intellectual Property Ownership
13.1. You agree that this Agreement is subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time. You shall comply with all applicable laws and take all steps required 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 Service.
13.2. If you are a Third Party Provider, you are accountable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.
14.1. You shall maintain in confidence all information and data relating to Grab, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of Grab (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from Grab, or any of its affiliate companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service, and shall not without Grab’s prior written consent, disclose such information to any third party nor use it for any other purpose.
14.2. The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:
14.2.1. was at the time of receipt already in your possession;
14.2.2. is, or becomes in the future, public knowledge through no fault or omission on your part;
14.2.3. was received from a third party having the right to disclose it; or
14.2.4. is required to be disclosed by law.
15. Data Privacy and Protection Data Protection Policy
15.3. You acknowledge that Grab may disclose Personal Data of other individuals to you in the course of your use of Grab’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by Grab, and not for any other unauthorized purposes.
16. Third Party Interactions
16.1. You acknowledge that the Application utilised data from the Data Sources listed in Section B.
16.4. We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
18. Disclaimer of Warranties
Grab makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by Third Party Providers or any Solutions procured through the use of the Service. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Third Party Providers and shall have no recourse to Grab in respect of the same.
19. Internet Delays
THE SERVICE, PLATFORM, APPLICATION AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU OR THE THIRD PARTY TRANSPORTATION PROVIDER BEING FAULTY, NOT CONNECTED, OUT OF RANGE, SWITCHED OFF OR NOT FUNCTIONING. GRAB IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.
20. Limitation of Liability
20.1. UNLESS OTHERWISE STATED, AND TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS AGAINST GRAB BY YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN UTILISING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. GRAB AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO YOU OR TO ANY PERSON FOR WHOM YOU HAVE BOOKED THE SERVICE, INCLUDING BUT NOT LIMITED TO:
20.1.1. LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;
20.1.2. THE USE OR INABILITY TO USE THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;
20.1.3. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING;OR
20.1.4. AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDER, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED TO BY THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE,
EVEN IF GRAB AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.2. GRAB DOES NOT AND WILL NOT ASSESS NOR MONITOR THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE GRAB FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS.
20.3. GRAB WILL NOT BE A PARTY TO DISPUTES, OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS. UNLESS YOU ARE A CORPORATE CUSTOMER WITH A CURRENT CORPORATE ACCOUNT WITH GRAB, GRAB CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE THIRD PARTY PROVIDERS, INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON YOU. YOU EXPRESSLY WAIVE AND RELEASE GRAB FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION, OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS INTRODUCED TO YOU BY THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION.
20.4. THE QUALITY OF THE SOLUTIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SOLUTION TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK. YOU FURTHER UNDERSTAND AND AGREE THAT THE THIRD PARTY TRANSPORTATION PROVIDERS ARE SOLELY RESPONSIBLE FOR TRANSPORTATION SERVICE’S QUALITY PROVIDED TO YOU VIA THE APPLICATION. HOWEVER, BECAUSE YOUR SAFETY IS ALWAYS GRAB’S TOP CONCERN, SO EACH OF VALID BOOKING ON THE APPLICATION, YOU WILL BE PROVIDED AN ADDITIONAL PERSONAL ACCIDENT INSURANCE (WITHOUT ANY SURCHARGES) TO SUPPORT FOR THE DAMAGE, HEALTH AND BODY LOSSES DUE TO THE ACCIDENTS. PLEASE REFER TO GRAB INSURANCE POLICY AT https://www.grab.com/vn/insurance/
21. Grab’s Obligation
21.1. Provide the Service according to the Operational Regulation registered with the competent authority;
21.2. Comply with legal regulations on e-commerce;
21.3. Provide invoices via User’s email address after each trip;
21.4. Use User’s Personal Data only for the purposes specified in this Agreement. For the other purposes, Grab must obtain User’s approval before disclosing, sharing or transferring such data to any third parties;
21.5. Store and keep User’s Personal Data until receipt of cancellation request from User;
21.7. Coordinate with the Third Party Service Provider to resolve User complaints regarding transportation and delivery services provided through the Application;
21.8. Build up a 24/7 customer care system, diversify interactive channels including calling support from in-app “Call Grab” function, submitting support request via in-app Help Center, Grab’s official Facebook, through the Application and/ or other forms to receive and process User complaints, reflections and suggestions quickly and promptly;
21.9. Respect and seriously implement regulations on consumer protection and protection of Personal Data;
21.10. In the event that the server hosting the information being attacked by the hacker leads to the loss of personal data of User, Grab shall promptly report to the competent authorities, support the investigation and inform to all User;
21.11. Perform Grab’s tax, financial and other obligations in accordance with the applicable law; and
21.12. Other obligations as prescribed by law.
22.1. Grab may give notice through the Application, electronic mail to your email address in the records of Grab, or by written communication sent by registered mail or pre-paid post to your address in the record of Grab. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to Grab (such notice shall be deemed given when received by Grab) by letter sent by courier or registered mail to Grab using the contact details as provided in the Application.
24. Dispute Resolution
24.2. Any complaints between Third Party Providers and Users must be taken up with each other directly.
24.2. Notwithstanding anything in the contrary, any complaints between Third Party Providers and Users must be taken up with each other directly.
27. No Waiver
28. Entire Agreement
28.1. This Agreement comprises the entire agreement between you and Grab and supersedes any prior or contemporaneous negotiations or discussions.
29. Suspension and Termination
29.1. You agree that we may do any of the following, at any time by giving you a notice through the Application or your registered email address: (i) to modify, suspend or terminate operation of or access to the Application, or any portion of the Application (including access to your Account and/or the availability of any products or services), for any reason; (ii) to modify or change any applicable policies or terms; and (ii) to interrupt the operation of the Application or any portion of the Application (including access to your Account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes.
30. No Third Party Rights
This agreement does not give rights to any third parties who are not party to this Agreement.
Section B – Additional Terms
1. For GrabFood Users:
1.1. The Application allows you to place orders for food and beverage from food and beverage providers (“GrabFood Merchant”), for such orders to be delivered to you by third party delivery service providers (“Delivery Service Providers”). Grab does not own, sell or resell any food and beverage items and does not control the GrabFood Merchants, the Delivery Service Providers or any services provided by them. You understand that any order that you place shall be subject to the product availability and location serviceability of the GrabFood Merchants and/or the Delivery Service Providers.
1.2. All food order and delivery bookings placed on the Application (“Food Order”)are treated as confirmed. You shall not be entitled to cancel your Food Order once you have received a confirmation. If you cancel your Food Order after it has been confirmed, you remain liable to pay the delivery fee in full regardless of whether the order has been prepared by the GrabFood Merchant. It’s your liability to pay the Food Order value in full where (i) cancellation is made by you after the GrabFood Merchant starts food preparation or (ii) you do not show up at delivery or (iii) you are unreachable physically or via phones after 10 minutes as from the Delivery Service Provider arrives the destination designated by you via Application. Grab reserves the rights to withhold any unsettled delivery fee in any method of payments that Grab deems so appropriate.
1.3. Upon your successful completion of placement of a Food Order, the GrabFood Merchants and/or the Delivery Service Provider may call you on the telephone or mobile number provided or otherwise contact you to confirm the details of the order, any change in the order (for instance, due to unavailability), the price to be paid or any change thereof and/or the estimated delivery time. For the avoidance of doubt, Grab is not involved in and will not be responsible for any separate arrangement between you and the GrabFood Merchant and/or Delivery Service Provider regarding the amendment and/or cancellation of orders made by you where such arrangement is not confirmed and recorded on the Application.
1.4. Grab, the GrabFood Merchant and/or Delivery Service Provider may not to process your Food Order in the event you are unavailable on the phone at the time of the call for confirming the order or otherwise uncontactable, if the requested delivery location falls outside the delivery zone offered in the Application, or unavailability of items ordered. The Delivery Service Provider may refuse to deliver your order if it is not packed well or if it is too large or heavy to transport.
1.5. The prices of food and beverage items reflected in the Application are determined solely and be fully liable by the GrabFood Merchant and are listed for information only.
1.6. Prices of food and beverage items as reflected in the Application may, for reasons such as technical issue, typographical error or outdated product information supplied by the GrabFood Merchant, be incorrectly reflected and in such an event the GrabFood Merchant may cancel your order(s). The GrabFood Merchant shall be solely responsible for any warrantee/guarantee of the food products sold to you and in no event shall be the responsibility of Grab.
1.7. If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts upon checkout of the booking. All promotion codes and discounts are subject to its specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted food or beverage item may be rounded and will be set out on the check out page for your booking. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promo codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discount in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. Pursuant to arrangement or agreement between you and the GrabFood Merchant and/or Deliver Service Provider pursuant to Clause 1.1.3 above, you may no longer be eligible for the promotion code(s) or discount(s) for the order placed. In such circumstances, Grab reserve the right to remove the application of the promotion(s) or discount(s) from the order(s) placed or otherwise carry out the necessary action to correct the promotion(s) or discount(s) which has been incorrectly applied.
1.8. The GrabFood Merchant shall be solely responsible for any warranty in relation to, and quality of, the food and beverage products sold to you.
1.9. You are responsible for ensuring that the details entered by you in respect of the Food Order on the Application are accurate and complete. Grab shall not be liable in the event of late delivery or non-delivery of food and beverage items that you order by reason of erroneous delivery details entered by you on the Application.
1.10. After the delivery of the food and beverage items, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention of the food and beverage items (including but not limited to containers) whether caused directly or indirectly by you or any person acting on your behalf.
1.11. If applicable, by placing an order for beer or alcohol (“Alcohol Order”) from any GrabFood Merchants, you warrant you are at (i) at least eighteen (18) years old; and (ii) you fully understand that drinking beers or alcohols can harm your health. In the event you are not the end consumer of the Alcohol Order, you hereby warrant that the person who collects and consumes the orders (the “Recipient”) will always at least eighteen (18) years old.
1.12. The GrabFood Delivery Service Providers shall have the right to request your / Recipient’s ID for age verification, or to refuse to deliver any Alcoholic Order to any person who at the time of delivery or collection of takeaway does not appear to be at least eighteen (18) years old; or to any person who is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or collection of takeaway and in such an event you agree that Grab, the GrabFood Merchant, GrabFood Delivery Service Providers shall not be liable to make any refund for payment already made to you.
1.13. In the event you are under eighteen (18) years old, you hereby agree the legal consequences will be at your own risk and responsibility, and agrees to indemnify, defend and hold harmless Grab, the GrabFood Merchant, GrabFood Delivery Service Providers, or any of Grab’s third party service providers, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners (“Indemnified Party”), from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to any action in attempting to deceive, manipulate, conceal from Grab, the GrabFood Merchant, GrabFood Delivery Service Providers, in relation to inaccuracy or breach of its representations, and/or its beach of any law or any rights of a third party, including but not limited to the aforementioned minimum age limit.
2. For GrabFood Merchants:
2.1. SERVICES AND ORDER EQUIPMENT
2.1.1. In consideration of the Service Fee, Grab shall
(a) make available to Merchant the Grab App and the Account in order to enable and facilitate: (i) End Users’ purchase of Meals provided by Merchant; (ii) Merchant’s access to on-demand delivery and logistics services by Delivery Partners and the matching of Merchant with such Delivery Partners in order for Delivery Partners to perform delivery or logistics services in relation to Meals sold by Merchant; and
(b) provide lead generation and other related arrangements in connection with Clause (a) above,
2.1.2. Merchant agrees that Grab is a technology company providing GrabFood on the Grab App only and GRAB providers a platform for Merchant to connect with Delivery Partners. As platform provider, GRAB has no obligation to process, prepare and deliver Meals and GRAB shall not be involved in any agreements, terms and conditions or rights and obligations between the End User and Merchant.
2.1.3. Merchant shall install any equipment reasonably if so required by Grab for Merchant to receive orders for Meals (including, without limitation, a tablet, or other automated, electronic means of receiving orders) (“Order Equipment”). Any Order Equipment provided by Grab will remain Grab’s sole property and shall be used solely for purposes related to fulfilling Merchant’s responsibilities under this Agreement.
2.2. PARTIES’ OBLIGATIONS
2.2.1. Grab’s obligations
(a) Grab will present and keep updated on the Grab App the Restaurants information and Meal information offered by Merchant, to the extent that such information and updates are communicated to Grab by Merchant in a timely manner.
(b) Grab will ensure that, when an order for a Meal is placed by an End User via the Grab App, such order will be communicated to the Merchant.
(c) To the extent as permitted by law and as hereby authorized by the Merchant, Grab may receive the End Users’ payments for such Meals as prepared and reimburse such payments to the Merchant on the terms and conditions hereunder.
(d) Grab will facilitate the management of customer service and complaints of the End Users and transfer the relevant information to the Merchant for handling the complaints initiated by the End Users.
2.2.2. Merchant’s obligations
(a) Merchant shall provide Grab with all information and updates on the Restaurants and Meals as necessary to enable Grab to fulfill its obligations under Clause 2.2.1. Such information must be complete, accurate and up-to-date at all times and includes but is not limited to Merchant’s menu, logo, images of Meals, prices, and Merchant’s company particulars.
(b) Changes to information provided under Clause 2.2.1 shall be communicated by Merchant to Grab immediately (and in any event no later than 1 Business Days after such change occurring). Notwithstanding the foregoing, Merchant shall honour all Meal orders made in reliance of any information (even if outdated) published on the Grab App.
(c) Merchant shall verify the information published by Grab and immediately point out any mistakes or inaccuracies.
(d) Merchant shall ensure that all prices of Meals offered on the Grab App are identical to the prices offered by Merchant to customers through any other platform, channel or facility (including but not limited to delivery platforms, channels or facilities of Merchant and/or third parties).
(e) If there is any change to Merchant’s business and/or operating licenses, Merchant shall communicate such change to Grab immediately (and in any event no later than within 24 hours of such change).
(f) Merchant shall allow Grab and shall assist Grab to place any marketing materials relating to GrabFood and its related information, and any other products and services provided by GRAB and/or its Affiliates if so required by Grab at the Restaurants’ premises or any other place of business of Merchant, without any charge to Grab.
(g) Merchant shall ensure that all information published on the Grab App relating to Merchant, Restaurants and/or Meals is in compliance with all legal and regulatory requirements.
(h) In the event where Merchant amends any content of a Meal Order placed by an End User, Merchant shall ensure that by amending such content:
i./ Merchant have obtained the prior consent or acceptance from the affected End User; and
(i) Merchant shall ensure that any and all information provided by Merchant to Grab does not violate any third party’s Intellectual Property Rights.
(j) Merchant shall process all orders with all reasonable care and as soon as they are submitted by the End User. Merchant shall prioritise orders made through GrabFood. Orders shall be fulfilled and be ready for collection by the relevant Delivery Partner within the pre-agreed timeframe.
(k) Merchant shall use best efforts to maintain sufficient inventory of all advertised Meals at all times.
(l) Merchant shall ensure that, throughout all Meal menu operating hours, the Order Equipment is turned on and kept online and available to receive and process orders for Meals.
(m) Merchant shall ensure that all Meals offered are of high quality and their storage, production and preparation comply with all relevant food safety and other regulations. Any violations of such regulations shall be notified by Merchant to Grab immediately. Merchant shall be responsible to handle and resolve all food safety complaints and issues raised by End Users (including, if necessary, processing and satisfying claims under Merchant’s relevant insurance policy/ies).
(n) Merchant shall take all necessary or desirable actions to facilitate Delivery Partners’ collection of Meals.
(o) Merchant shall ensure that it shall not sell illegal items or any items that Merchant does not have permission or licence to sell or send.
(p) Merchant hereby authorizes Grab to receive the End Users’ payments of Meals in accordance with laws.
(q) Merchant acknowledges and agrees that the End Users may make payment of the Meals by cash, debit cards, credit cards, wire transfer, internet banking, online payment, or other pre-paid or post-paid methods which may be made available on the Grab App at the sole discretion of Grab from time to time. In case Grab provides any payment method which may facilitate the End User to pre-pay for the, inter alia, Meals, Merchant hereby acknowledges and agrees that Grab shall be fully entitled to any interest and/or benefits arising out of such prepaid amounts made by the End User (where applicable) in accordance with the terms and conditions of each payment method provided by Grab at its sole discretion from time to time.
2.3. MARKETING AND PUBLICITY
2.3.1. The Parties may conduct marketing and advertising activities in relation to the Meals as mutually agreed by the Parties. Such activities may be through various channels such as social media channels, websites or blogs. For avoidance of doubt, Grab may at its own costs provide promotion offers for the Users to promote the business activities and Services of the Parties provided hereunder.
2.3.2. On an ongoing basis, Merchant shall share with Grab its marketing calendar and plans (including but not limited to the discounts and promotion details), for the mutual exploration of marketing and advertising activities.
2.3.3. Neither Party shall issue any press release or announcement or otherwise refer to the other Party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other Party.
2.4. FEES AND CHARGES
2.4.1. Activation Fee and Service Fee: In consideration of Grab’s activation and provision of the Services under this Agreement, Grab shall charge Merchant an Activation Fee and the Service Fee. For the avoidance of doubt, the Merchant is not allowed to charge any charge (which is not shown on the Grab App) to the User.
2.4.2. Delivery Fee: In no event shall Merchant charge delivery fees to any User.
2.4.3. Remittance to Merchant: Grab shall remit to Merchant the total (i) Meal Payment (including any VAT collected on Merchant’s behalf) earned by Merchant, (ii) less (1) until Merchant has paid the full Activation Fee, the Activation Fee (or a portion thereof) and (2) any refunds given to End Users (such final remitted amount being the “Meal Revenue”). The Meal Revenue will be remitted on a weekly basis or (if decided by GRAB from time to time) on a more frequent basis. “Meal Payment” shall mean the Retail Price of the Meal(s) sold by Merchant via the Grab App (including any VAT collected on Merchant’s behalf) less the applicable Service Fee.
2.4.5. Refunds to Users: Merchant shall be responsible for all costs related to reimbursement to Users in the event any such End User(s) request a refund for or raises a complaint in respect of any Meal(s) or part thereof (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Grab in its sole discretion as reasonable and as confirmed after review with the Merchant (including but not limited to Meals being out-of-stock, missing Meal items, Merchant being unable to fulfil all/part of an order, late preparation/delivery, and health and safety issues with Meals), upon (i) request by the Users of refund or raising of a complaint by the End Users or (ii) acceptance by the Delivery Partner of the request. Grab may deduct refunds from the payments made to Merchant under this Agreement.
2.4.6. Payment/Remittance Method: All payments and remittances under this Agreement shall be affected through such payment/remittance arrangements as may be separately agreed between Grab and Merchant, such as intermediary payment gateway Moca (if applicable).
2.5. Creation and Monitoring of Self-funded Campaign
You may be able to create a campaign or participate in promotion(s) (hereinafter collectively referred to as “Merchant Funded Program”) suggested by us via our tool(s) which is made available on the Application PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the Merchant Funded Program. In the course of such creation, you may be required to indicate information such as the type of your Merchant Funded Program and its proposed duration. The type of the Merchant Funded Program which you may choose from in the Form may be varied from time to time at Grab’s sole discretion.
By creating the the Merchant Funded Program using our tool(s) on the Application, you accept the following additional general conditions:
2.5.1. Where you are submitting any information via our Application or otherwise to us on behalf of your employer, you warrant that you are duly authorized to bind your employer to make such offer. For the avoidance of doubt, any reference to ‘you’ in this Agreement shall also refer to your employee(s).
2.5.2. Any information you input into our Application where required or otherwise provided to us must be complete, truthful, accurate and not misleading.
2.5.3. Your intention to conduct campaign via our Application must be genuine and must not be conducted in a manner which may be misleading to the end consumers or users. You shall indemnify us in the event where we incur any losses or damages pursuant to the campaign you created via our Application.
2.5.4. Depending on the type of campaign elected by you, the way in which we may facilitate the campaign may differ. You agree that it is your responsibility to review any and all information made available by us on the Application for information on how each type of campaign be facilitated on our systems. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating any campaign using our Application. By creating a campaign using our Application, you irrevocably agree to the way in which the campaign will be facilitated automatically via our systems.
2.5.5.You shall be responsible to directly handle any complaints or enquiries from end users/consumers in respect of the campaign.
2.5.6. You shall be responsible to make a promotion notification or promotion registration with the competent authorities as requested by laws before creating a campaign on our Application.
2.5.7. In the event where you would like to end a campaign earlier than the duration which you have specified in the Application or if any of the item under the campaign has become out of stock prior to the expiry of the said duration, you must immediately indicate the same via our Application in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the campaign and remain responsible to handle any enquiries or complaints from end users/consumers on the same.
2.5.8. Notwithstanding any provision otherwise and in any event, the successful creation of the campaign using the Application does not indicate our approval that the campaign is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the campaign is, and will be conducted, in accordance with the applicable law.
2.5.9. While we do not supervise or monitor the campaign created by you, we reserve the rights to (but are not obliged to) cancel the campaign created by you via the Application.
2.5.10. We may make available to you information relating to the campaign creating using our Application, such information is considered as part of the content of the Application and is subject to Clause 5 below.
2.5.11. You must pay any and all costs and expenses in connection with the campaign in the manner as we may specify.
2.5.12. You must notify us immediately if your Account has been used without your authorization to create a campaign or otherwise use any of the features on the Application or where any other breach of security has occurred. In such event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred under the campaign created using your Account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your Account.
2.5.13. You agree that any discounted price payable to you by end users/consumers pursuant to the campaign you created may be rounded in accordance with our internal policies as we may update from time to time.
2.6. Submission of Content or Information
2.6.1. We do not claim ownership of any content or information that you upload on our Application or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such license.
2.6.2. Via the Application, we may provide you with an option to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu) or certain content submitted by user(s) in order to facilitate the Service(s) including without limitation detail(s) of an order placed by a user. You acknowledge that any such content or information may be made available in real time to end customers via an application operated by us or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the end customers in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted or amended by you to us (via the Application or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third party rights. In the event where you amend any content submitted by user(s) such as an order placed by a user, you further agree that by amending such content, (1) you have obtained the prior consent or acceptance from the affected user; and (2) Grab is not involved in and will not be responsible for the amendments made by you, though Grab reserves the right to (but is not obliged to) carry out Rectification Measure(s) (as defined below) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.
2.7. Personal Data
You further agree that any personal data you receive via the Application shall only be used for the direct and specific purpose for which you are provided the personal data; and shall be deleted or anonymized once the personal data is no longer required to be retained for the said purpose. For the avoidance of doubt, when you are provided with personal data of a user via the Application for the purposes of obtaining prior confirmation to amend an order placed, you shall only use the personal data provided for that sole purpose and remove it as soon as you no longer need the data for that purpose.
You must obtain our prior written approval if you wish to link to or make use of any content on our Application. In this regard, you may send us a formal request by way of email for our consideration. For the avoidance of doubt, without our approval, you are not allowed to link or make use of any content on our Application for commercial purposes. In any event, notwithstanding that we have granted approval for the linking, you must not establish a link to our Application (a) in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or (b) in any website which prohibits such linking or will in any way prejudice or compromise our reputation or integrity. We reserve the right to withdraw linking permission without notice. The Application must also not be framed on any other site.
3. Content of the Application
4. Limitation of Liability
Notwithstanding any other term in this Agreement, this Agreement shall terminate when your relationship with us as a merchant on our systems is terminated. Such termination does not release either party from any liability which, at the time of such termination has already accrued to the other party or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have with respect to any breach of this Agreement.
1. For GrabMart Users:
1.1. The Application allows you to place orders for goods made available for sale on the Application (“Goods”) from Merchants (“GrabMart Merchant”), such orders to be delivered to you by Third Party Providers. Grab does not own, sell or resell any goods and does not control the GrabMart Merchant, the Third Party Providers or any services provided by them. You understand that any order that you place shall be subject to the Goods availability and delivery location serviceability of the GrabMart Merchants and/or the Third Party Providers.
1.2. All Goods order and delivery bookings placed on the Application are treated as confirmed. You shall not be entitled to cancel your booking once you have received a confirmation. If you cancel your booking after it has been confirmed, you remain liable to pay the delivery fee in full regardless of whether the order has been prepared by the GrabMart Merchant. It is your liability to pay the Food Order value in full where (i) cancellation is made by you after the GrabMart Merchant starts packaging or preparing for the Order or (ii) you do not show up at delivery or (iii) you are unreachable physically or via phones after 10 minutes as from the Delivery Service Provider arrives the destination designated by you via Application. Grab reserves the rights to withhold any unsettled delivery fee in any method of payments that Grab deems so appropriate.
1.3. Upon your successful completion of a booking, the GrabMart Merchants and/or the Third Party Providers may call you on the telephone or mobile number provided or otherwise contact you to confirm the details of the order, any change in the order (for instance, due to unavailability), the price to be paid or any change thereof and/or the estimated delivery time. For the avoidance of doubt, Grab is not involved in and will not be responsible for any separate arrangement between you and the GrabMart Merchant and/or Third Party Provider regarding the amendment and/or cancellation of orders made by you where such arrangement is not confirmed and recorded on the Application.
1.4. Grab, the GrabMart Merchant and/or Third Party Provider may not to process your booking in the event you are unavailable on the phone at the time of the call for confirming the order or otherwise uncontactable, if the requested delivery location falls outside the delivery zone offered in the Application, or unavailability of items ordered.
1.5. The prices of Goods reflected in the Application are determined solely by the GrabMart Merchant and are listed for information only.
1.6. Prices of Goods as reflected in the Application may, for reasons such as technical issue, typographical error or outdated product information supplied by the GrabMart Merchant, be incorrectly reflected and in such an event the GrabMart Merchant may cancel your order(s).
1.7. If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts upon checkout of the booking. All promotion codes and discounts are subject to its specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted Goods may be rounded and will be set out on the check-out page for your booking. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promo codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discount in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account.
1.8. The GrabMart Merchant shall be solely responsible for any warranty in relation to, and quality of, the Goods sold to you.
1.9. You are responsible for ensuring that the delivery details entered by you on the Application are accurate and complete. Grab shall not be liable in the event of late delivery or failed delivery of Goods that you order by reason of erroneous delivery details entered by you on the Application.
1.10. After the delivery of the Goods, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention of the Goods whether caused directly or indirectly by you or any person acting on your behalf.
1.11. If applicable, by placing an order for beer or alcohol (“Alcohol Order”) from any GrabMart Merchants, you warrant you are at (i) at least eighteen (18) years old; and (ii) you fully understand that drinking beers or alcohols can harm your health. In the event you are not the end consumer of the Alcohol Order, you hereby warrant that the person who collects and consumes the orders (the “Recipient”) will always at least eighteen (18) years old.
1.12. The GrabMart Third Party Providers shall have the right to (i) request your / Recipient’s ID for age verification, (ii) refuse to deliver any Alcoholic Order to any person who at the time of delivery or collection of takeaway does not appear to be at least eighteen (18) years old or (iii) any person who is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or collection of takeaway and in such an event you agree that Grab, the GrabMart Merchant, GrabMart Third Party Providers shall not be liable to make any refund for payment already made to you.
1.13. In the event you are under eighteen (18) years old, you hereby agree the legal consequences will be at your own risk and responsibility, and agrees to indemnify, defend and hold harmless Grab, the GrabMart Merchant, GrabMart Third Party Providers, or any of Grab’s third party service providers, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners (“Indemnified Party”), from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to any action in attempting to deceive, manipulate, conceal from Grab, the GrabMart Merchant, GrabMart Third Party Providers, in relation to inaccuracy or breach of its representations, and/or its beach of any law or any rights of a third party, including but not limited to the aforementioned minimum age limit.
2. For GrabMart Merchants:
2.1. General Terms and Representation:
(a) GrabMart Merchant is a licensed seller that wants to sell its commodities, items through GrabMart App and/or Services. Orders for these Goods solicited via the GrabMart App will be transmitted to GrabMart Merchant. GrabMart Merchant is solely responsible for the sale, and controls the transaction, including any decisions concerning acceptance or rejection of any such orders. GrabMart Merchant is responsible for, and controls, the fulfilment of such orders. GrabMart Merchant agrees that Grab does not have any responsibility with respect to the legality of transactions occurring between GrabMart Merchant and the Users.
(b) GrabMart Merchant agrees it will package all items appropriately for delivery by GrabMart Third Party Providers, including any protection necessary to prevent tampering or damage due to any cause, including inclement weather themselves; any labelling required by law, including but not limited to a statement that the package contains alcohol (if required by law) and may only be delivered to a person 18 years or older with valid proof of age and identity.
(c) GrabMart Merchant warrants that it holds all necessary licences and/or permits to sell Goods through the Application, and shall provide a copy of such licences and/or permits and supporting documents to Grab, as and when requested;
(d) All information and documents provided to Grab for Goods’ contents uploaded on GrabMart App are true and accurate.
2.2. Creation and Monitoring of Self-funded Campaign or Promotion
You may be able to create a campaign or participate in promotion(s) (hereinafter collectively referred to as “Merchant Funded Program”) suggested by us via our tool(s) which is made available on the Application PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the Merchant Funded Program. In the course of such creation, you may be required to indicate information such as the type of your Merchant Funded Program and its proposed duration. The type of the Merchant Funded Program which you may choose from in the Form may be varied from time to time at Grab’s sole discretion.
By creating the the Merchant Funded Program using our tool(s) on the Application, you accept the following additional general conditions:
(a) Where you are submitting any information via our Application or otherwise to us on behalf of your employer, you warrant that you are duly authorized to bind your employer to make such offer to create a Merchant Funded Program. For the avoidance of doubt, any reference to ‘you’ in this Agreement shall also refer to your employee(s);
(b) Any information you input into our Application where required or otherwise provided to us must be complete, truthful, accurate and not misleading;
(c) Your intention to conduct the Merchant Funded Program via our Application must be genuine and must not be conducted in a manner which may be misleading to the end consumers or users. You shall indemnify us in the event where we incur any losses or damages pursuant to the Merchant Funded Program you created via our Application;
(d) Depending on the type of the Merchant Funded Program elected by you, the way in which we may facilitate the promotion or campaign may differ. You agree that it is your responsibility to review any and all information made available by us on the Application for information on how each type of the Merchant Funded Program be facilitated on our systems. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating any Merchant Funded Program using our Application. By creating the Merchant Funded Program using our Application, you irrevocably agree to the way in which we will facilitate the Merchant Funded Program;
(e) You shall be responsible to directly handle any complaints or enquiries from end users/consumers in respect of the campaign;
(f) You shall be responsible to make a promotion notification or promotion registration with the competent authorities as requested by laws before creating a campaign on our Application;
(g) In the event where you would like to end a Merchant Funded Program earlier than the duration which you have specified in the Application or if any of the item under the Merchant Funded Program has become out of stock prior to the expiry of the said duration, you must immediately indicate the same via our Application in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the Merchant Funded Program and remain responsible to handle any enquiries or complaints from end users/consumers on the same;
(h) Notwithstanding any provision otherwise and in any event, the successful creation of the Merchant Funded Program using the Application does not indicate our approval that the Merchant Funded Program is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the Merchant Funded Program is, and will be conducted, in accordance with the applicable law;
(i) While we do not supervise or monitor the campaign created by you or the promotion you participate in, we reserve the rights to (but are not obliged to) cancel the Merchant Funded Program provided always that you will remain payment obligations to Grab in relation to the aforesaid Merchant Funded Program;
(j) We may make available to you information relating to the Merchant Funded Program, such information is considered as part of the content of the Application and is subject to Clause 1.2.5 below;
(k) You must pay any and all costs and expenses in connection with the Merchant Funded Program in the manner as we may specify;
(l) You must notify us immediately if your Account has been used without your authorization to create a campaign or otherwise use any of the features on the Application or where any other breach of security has occurred. In such event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred under the campaign created using your Account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your Account;
(m) You agree that any discounted price payable to you by end users/consumers pursuant to the Merchant Funded Program you created may be rounded in accordance with our internal policies as we may update from time to time.
3. For GrabMart Third Party Providers:
3.1. You agree that in the event of failed delivery (wherein either the address provided by customer is incorrect or the customer is unable and/or refuse and/or uncontactable to accept the Goods) and returned Goods, you are responsible to deliver/return the Goods back to the Merchant’s locations to which the Goods was handed over to you or to leave the Goods at the premises of the User, subject to confirmation and direction from representative of Grab’s support teams.
3.2. You undertake to be cautious in dealing with the Goods and to use best endeavor to ensure that the Goods are delivered safely, in the exact manner to which it was handed over to you by the Merchant.
3.3. You agree that you will cooperate in relation to any criminal investigation that is required and to assist Grab in complying with any internal investigations, instructions from the authorities or requirements of prevailing laws or regulations in place.
1. For Users
1.1. You shall not send any delivery item containing any of the following:
1.2. The following service fees may be applicable to the GrabExpress Solution:
(b) GrabExpress (Premium)
(c) GrabExpress Budget 4H
(d) GrabExpress Budget 2H
(e) GrabExpress COD
1.4. You are responsible for ensuring that the delivery details (e.g. recipient’s name, contact details and delivery address) entered by you on the Application are accurate and complete. Grab Vietnam shall not be liable in the event of late delivery or non-delivery of delivery items by reason of erroneous delivery details entered by you on the Application.
1.5. You represent and warrant that you are duly authorised by the recipient of the delivery item to provide the recipient’s details (e.g. name, contact details and delivery address) to Grab Vietnam and the Third Party Provider (whether by way of your entering such details on the Application or otherwise).
1.6. You represent and warrant that the description and specific details of the delivery item which you provide are accurate and complete. Before delivery commences, you must inform the Third Party Provider of any specific precautions which should be applied to the handling of the delivery item in accordance with its nature.
1.7. Goods and postal items will be delivered to the address at the user’s request up to 2 (two) times. For goods that are canceled, not received, or unable to contact the recipient, Grab Vietnam will notify you and you must pay an additional 100% of the original freight for the return. For goods and postal items that the recipient refuses to receive and the sender also refuses to take back or cannot return to the sender, the postage rejected will be handled according to the provisions of Joint Circular No. 18 / 2015 / TTLT-BTTTT-BTC dated July 17, 2015 of the Ministry of Information and Communications and the Ministry of Finance on instructions for handling unclaimed postal items.
1.8. Grab Vietnam and/or the Third Party Provider has the right to open and inspect the delivery item without prior notice to you based on any reasonable suspicion that the delivery item may contain or constitute non-compliant or prohibited items as referred to in the above-mentioned provisions herein and Grab Vietnam and/or Third Party Provider has the right to refuse the receipt and delivery of such delivery item.
1.9. You represent and warrant that the delivery item has been packed by yourself personally, is properly and sufficiently prepared, packed, stowed, labelled and marked in a manner that is appropriate to any operations or transactions affecting the delivery item and the characteristics of the delivery item.
1.10. You must give full and feasible instructions to the Third Party Provider. If your instructions are incomplete and feasible, the Provider may refuse delivery.
1.11. You are solely responsible for the delay of discharge or loss, damage, contamination, contamination or confiscation before, during or after the carriage of the goods (including but not limited to the container ) or to any individual or organization referred to herein which is directly or indirectly affected by you or any individual, organization or employee, representative or contractor establish on behalf of or represent one of these individuals and organizations.
1.12. For shipping services with multiple destinations, the you must pay the return fee to the sender after unsuccessful delivery of VND 25,000 / delivery location / order.
1.13. You acknowledge that in the ordinary course of delivering your item, the Third Party Provider may disclose your details to the recipient upon request. To the extent that you do not wish for this to take place, you may inform the Third Party Provider via the Application at the point of making your booking. You acknowledge and understand that you remain liable to pay the delivery booking fee in full in the event that the recipient refuses to take receipt of your item as a result of your decision to remain anonymous.
1.14. As a general rule you shall not be entitled to cancel your booking once you have received confirmation of the same. If you cancel your booking after it has been confirmed, you remain liable to pay the delivery booking fee in full. You remain liable to pay the delivery booking fee in full where the recipient whom you indicated in the Application is unreachable physically or uncontactable after 5 minutes from the time that the Third Party Provider arrives at the designated delivery location. Grab Vietnam and the Third Party Provider will have the right to not proceed with your booking in the following circumstances:
(a) where the requested delivery location falls outside the delivery zone offered on the Application;
(b) failure to contact you by phone or other means at the time of confirming the order booking;
(c) failure to deliver your order due to lack of information, direction or authorisation from you at the time of delivery; or
(d) the recipient whom you indicated in the Application is unreachable physically or uncontactable, after 5 minutes from the time that the Third Party Provider arrives at the designated delivery location.
1.15. Third Party Providers have the right to refuse delivery if the delivery item falls within the categories listed above.
1.16. In case the Third Party Provider damages / loses the goods, the amount of compensation will be determined and considered on the basis of the actual value of the goods at the time of the loss but not exceeding VND 4,000,000 per loss.
1.17. For goods in the form of documents, vouchers, drawings, other papers other than stamps, bonds and papers of monetary value: compensation value shall be determined on the basis of the cost of recovering and reproducing such goods but not exceeding VND 1,000,000 for each case.
1.18. You are responsible for complying with the provisions of this shipping condition and is responsible for providing the required information, records and documents in case the goods are damaged / lost. Let Grab perform compensation procedures. The compensation will be paid within 15 working days of receipt of all valid information, records and documents.
1.19. If the time, content and quality of goods are affected by the following factors, Grab Vietnam will be exempt from liability for compensation:
(a) Delivery time is suspended or affected by events that go beyond control and is not related to errors or carelessness of Couriers and cannot be foreseen, unavoidable and cannot be engraved. recoverable despite all necessary measures and the ability to allow and make the courier unable to perform the transportation (“Force Majeure Event”). Force Majeure Events include but are not limited to natural disaster events, civil unrest or violence, war or armed conflict, emergency at the national or local level, action or non-governmental action, types of labor conflicts (not related to affected party employees), fires, floods, lightning strikes, explosions, subsidence, harsh climate and lawsuits or barriers of individuals or organizations that are beyond the reasonable control of that party; and “Force Majeure” when applied to Grab will include internet line crisis and any out-of-control technical incidents that may affect the technical system to support the normal operation of Grab application.
(b) Goods damaged, worn out due to their natural characteristics.
(c) Users provide inaccurate information that affects delivery time.
(d) Confiscated by the state agencies for violating the prohibition of law
1.21. The time limit for Grab to receive your complaints about the loss of postage and delivery of slow postal items is:
(a) For postal items sent within the province: six (06) months from the end of the whole time (24 hours from the acceptance of postal items);
(b) For postage sent to inter-provincial delivery: six (06) months from the end of the whole time (according to the entire time agreed with the User for each item).
(c) For complaints about impaired or damaged postal items, freight rates and other contents related to postal items, the time limit for receiving complaints is one (01) month from the date the postal items are delivered to receiver.
1.22. All complaints will be handled in accordance with the following process:
(a) Step 1: Respond to Grab Vietnam Co., Ltd. by calling support from in-app “Call Grab” function or submitting support request via in-app Help Center or from help.grab.com, Grab’s official Facebook website, from Grab app right after each ride, and/ or other forms are not against the law.
(b) Step 2: Within two (2) working days, from the date of receiving the complaint, Grab Vietnam will check and verify the complaint information from the customer and the Courier and other related parties. Within seven (7) working days after receiving the complaint, Grab Vietnam’s Customer Care Department will actively contact the Customer to provide a solution to handle complaints in accordance with the commitment of responsibility and limit the liability that Grab Vietnam has made publicly available.
(c) Step 3: In case the complainant disagrees with the resolution and handling measures of Grab Vietnam, the parties will negotiate and mediate to agree on measures to resolve and handle complaints and compensation. In the case of negotiation and conciliation, there is no result, each party can bring the dispute to the Court of competent jurisdiction by themselves.
2. Ninja on Grab
By using Ninja on Grab delivery service on the Application, you acknowledge and agree that:
2.1. Ninja Van is an independent third party service provider and their terms and conditions shall apply to the Ninja on Grab delivery service;
2.2. Ninja Van is solely responsible for the delivery of all items sent using the Ninja on Grab delivery service. Grab is not responsible or liable for the acts and omissions of Ninja Van. All disputes or queries regarding the delivery of your items should be taken up with Ninja Van directly;
2.3. all information which you provide in the Application, including your Personal Data, will be provided by Grab to Ninja Van for the purpose of allowing Ninja Van to perform the Ninja on Grab delivery service; and
2.4. You will not earn any Grab Rewards Points for your use of the Ninja on Grab delivery service.
D. GRAB FOR BUSINESS
1. Provision of Services
1.1 Access to Services:
1.2 After verification and acceptance by Grab, Grab will establish a Corporate User Account for you in accordance to your preferred mode of payment of charges incurred by Authorised Users for the Solutions, be it (1) Corporate Billing (as defined below), (ii) reimbursement, or (iii) corporate credit card billing. Using your Corporate User Account, you may permit Authorised Users with an Active Account (as defined below) to pay for Solutions using Corporate Billing (as defined below). You acknowledge that Authorised Users employing Corporate Billing will be incurring User Charges to your Corporate User Account and not to the Authorised User’s personal account or credit card. You agree to pay all User Charges incurred under Corporate Billing, as well as any applicable fees incurred by Authorised Users in using the Solutions, in accordance with the terms and conditions herein. “Corporate Billing” means the enterprise billing and payment process for the Service provided by Grab or its Affiliates to you hereunder for User Charges, whereby you make payment at the agreed date via your designated payment method, subject to a monthly statement made available by Grab to you on a monthly basis
2. Active Account Required
3. User Account Linking
3.1 To enable Grab for Business features for a Proposed User with an Active Account, you shall provide Grab with (i) such Active Account holder’s full name, (ii) the Active Account holder’s company email address on the top level domain of Corporate User(e.g., email@example.com), and (iii) other identifying information about the Active Account holder as reasonably requested by Grab (“Linking Data“). Grab will use the Linking Data provided for the purpose of authenticating the identified Active Account holder and linking such Active Account with the Grab for Business account to establish the Active Account holder as an Authorised User, and verifying the status of such Authorised User from time to time during the Term. All Proposed Users invited to enable Grab for Business features will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with the Corporate User Account. Upon the linking of the Corporate User Account to an Active Account and where Corporate Billing applies, such Proposed User shall be provided the option, on a ride by ride basis, to apply User Charges to your Corporate User Account via the Corporate Billing option.
3.2 You acknowledge that the verification and linking described above will require Grab to contact each such Proposed User using the Linking Data, and by providing Linking Data, you confirms that your have obtained, and shall maintain during the term of this Agreement, all necessary consents from each Proposed User for Grab to contact such Proposed User for the purpose of implementing the Grab for Business account in the applicable Active Account. You shall ensure that Linking Data provided to Grab is accurate and complete, and Grab shall not be liable to you, an Authorised User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by you.
3.3 You agree to (i) notify each Proposed User that by linking Proposed User’s personal Active Account with your Corporate User Account for Grab for Business that Grab will provide you with detailed booking information for the rides charged to your account, and (ii) to obtain any necessary consent from each Authorised User for Grab to share detailed booking information with you.
3.4 An Authorised User’s personal account may be unlinked from your account and the Corporate Billing option at any time by (i) you unlinking the Authorised User through the Portal, or (ii) the Authorised User deleting the Corporate Billing option from the Active Account. For avoidance of doubt, it is your rights and responsibility to maintain, control and remove an Authorised User at any time and that Grab shall be waived from any losses, damages, claims, disputes arising from the Authorised User with regard to any misact made by you on the foregoing rights and responsibility.
4. Responsibility for User Account Activity
6. Account Administration
6.1 Grab for Business Portal
You will be provided with access to the Portal. Grab’s primary contact with you shall be by way of your appointed administrator set forth on the account creation form associated with this Agreement (“Company Admin“).The Portal may enable you to (a) view a current list of all Proposed Users who have been invited, and Authorised Users who have been linked, (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Authorised User’s access to Corporate Billing (d) view relevant booking information as determined by Grab from time to time (“Portal Data“) and prepare and review activity reports using Portal Data, (e) disable all current Authorised Users from using Corporate Billing methods, (f) manage and update the Authorised Users on file, (g) view current, appoint new, and remove Company Admins. You agree to use Portal Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. Grab reserves the right to add, remove and update features and functionality of the Grab for Business Portal at any time without any notice to you.
7. Fees and Payments
In consideration of the provision of the Solution and Platform provided by Grab, including Corporate Billing, Grab may charge a service or administration fee (the “Fees”) as determined by Grab from time to time. You shall pay to Grab all User Charges and the Feeson the terms set forth below.
7.2 Payment Terms
Subject to terms and conditions determined by Grab in its sole discretion, you will be able to access monthly reports (each, a “Monthly Report“) for User Charges incurred by Authorised Users utilising Corporate Billing during the preceding month (“Monthly Billing“). If you qualify for and elect to participate in Monthly Billing through the Portal, User Charges and Fees shall be billed to you monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by you within thirty (30) days from the date of such Monthly Report.
If you have not enabled Corporate Billing and have instead opted for a Reimbursement or corporate credit card method of payment Grab shall charge the Authorised User for Fees at the end of each Authorised User’s booking on a per booking charge basis via the payment methods selected by the Authorised User.
For the purpose of clarity, all payments shall be made by you to the Grab entity that is stated in the Grab for Business sign up page.
Grab reserves the right to immediately suspend your account and suspend any or all Corporate Billing by all Authorised Users in the event of any unpaid User Charges and/or Fees by you due to past due Monthly Statements (as applicable), an invalid credit on your Corporate User account, or a rejected transaction. Grab further reserves the right to pursue any and all remedies available to it under applicable law, including reporting you to applicable credit reporting agencies, in the event of any unpaid User Charges and/or Fees hereunder. Re-establishing your account after full payment of late User Charges and/or Fees shall be at Grab’s sole discretion. All late payments shall bear interest at 20% per annum or the maximum allowed by applicable law.
8. Term and Termination
8.1 These terms shall apply from the date of your Corporate User Account creation and shall remain in effect until it is terminated.
8.2 Either you or Grab may terminate this agreement with or without cause upon 30 days’ advance written notice to the other party. All outstanding payment obligations and paragraphs 4.7 to 4.13 of this section shall survive such termination.
9. Warranties and Disclaimer of Liability
9.2 You further represent and warrant that: (a) you have all rights and permissions necessary to provide Grab with the Linking Data and any other information provided to Grab hereunder in connection with the Service and Corporate Billing; (b) you have obtained legally-adequate consent from Proposed Users and Authorised Users as necessary to provide Grab with any personal data in connection with the Service and Corporate Payment methods including Corporate Billing, (c) you have notified, and obtained legally adequate consent from, Proposed Users and Authorised Users that Grab will provide you with detailed trip/booking information for the rides or other bookings charged to your account, and (d) you are in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.
9.3 OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY AND DATA PRIVACY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF GRAB OR CORPORATE USER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (I) AN AMOUNT IN VIETNAMESE DONG EQUIVALENT TO TEN THOUSAND SINGAPORE DOLLARS (SGD10,000), AND (II) THE TOTAL FEES PAID OR PAYABLE BY YOU TO GRAB HEREUNDER.
10. Proprietary Rights
10.1 No Publicity
Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.
11. Force Majeure
Non-performance of either party of any obligations hereunder shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
Notwithstanding anything contained in this Agreement, either party may assign this Agreement without the consent but with notice to the other party in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.
13. Legal Fees
In any legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this agreement.
1. GrabRewards is a customer loyalty program on the Application operated by GPay Network Vietnam Limited and/or its affiliate companies (“Grab”) for goods and/or services provided by Grab and/or Third Party Provider (“GrabRewards Partner”).
2. Grab will carry out customer loyalty program (the “GrabRewards Loyalty Program” or “GrabRewards”) by way of accumulating credits for consumers corresponding with their respective spending on either the Application or at authorized transaction points of GrabRewards Partners, who is engaged with and accepted by Grab for being member of the GrabRewards Loyalty Program (“Points”). GrabRewards, at the sole discretion of Grab, can be carried in form of e-vouchers, promotions, discounts, free gifts, promotion codes and other benefits as may be offered by the Grab and/or GrabRewards Partners as shown on the rewards catalogue that is made available from time to time in the Application (“Rewards”).
3. If you are a User using the Application, you will automatically be a member of GrabRewards.
4. In cases of GrabRewards Partner wishes to participate in GrabRewards in the form of letting their consumers earn GrabRewards Points, GrabRewards Partner shall be responsible for ensuring their respective consumers own an active account on the Application. In all cases, Grab shall only issue GrabRewards Points to valid active accounts on the Application.
Operational procedures of GrabRewards:
5. For GrabRewards Partners participating for purposes of promoting their goods/services as Rewards:
5.1. GrabRewards Partner engages and authorizes Grab to list on GrabRewards their goods and/or services pursuant to a promotional service agreement between GrabRewards Partner and Grab (“Promotional Services Agreement“).
5.2. GrabRewards Partner is responsible for providing information about their products, goods and/or services available on GrabRewards, specific terms and conditions thereof and for their obligations under the Promotional Services Agreement.
5.3. GrabRewards Partner will be solely responsible for the User’s redemption and use of the Rewards, all goods and services provided with the Rewards and all goods and services redeemed from the Rewards.
6. Procedures for Redemption of Rewards:
6.2. The Rewards must be redeemed during its respective validity period. There shall be no extension on the predefined validity period of any Rewards. Any claim related to expired Rewards shall not be resolved.
6.4. The Rewards cannot be resold, exchanged or transferred for value under any circumstances. The Rewards shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.
7. Exchange, return, complain settlement
7.1. The exchange and return of products and services redeemed from Rewards will comply with the current exchange and return policy of respective GrabRewards Partner.
7.3. GrabRewards Partner will be solely responsible for any User’s complaints as well as customer care issues arising out of the redeemed products and/or services, including any issues in connection with the use of Rewards or redemption process or promotion of redemption by the User.
7.4. User who has a complaint or need to redeem or return, exchange a Reward must contact the GrabRewards Partner that directly offers such Reward. After receiving the request for exchange, return, and/or complaints about Rewards, GrabRewards Partner shall use their best efforts to respond to the requested Users and resolve in accordance with their internal policies and regulations. GrabRewards Partner is responsible for announcing the results of handling User complaints, issues about Rewards to Grab, together with the reason for exchange, return, complaint, handling direction, etc., for filing and resolving disputes arising later (if any). Grab may cross-check the Complaining Users for supervision and inspection. GrabRewards Partner is solely responsible for the losses, damages suffered by the Users using Rewards offered by them if such losses, damages are caused by them.
7.5. Disputes arising between Grab and GrabRewards Partner will be settled on the basis of amicable negotiation and under the Promotional Services Agreement.
7.6. All disputes arising from the use and redemption of Rewards on the Application between Users and GrabRewards Partner will be firstly resolved through negotiation and mediation. If a dispute fails to be resolved amicably through conciliation, it shall be brought to the Vietnamese competent court to resolve. Grab presents and warrants to support the dispute resolution upon request from the state authority.
8. Earning Points
8.1. Grab shall award you with Points on the basis of value of products and/or services you have purchased at the network of GrabRewards Partners, who is engaged with and accepted by Grab for being a member of the GrabRewards Loyalty Program. List of GrabRewards Partners, who are members of GrabRewards Loyalty Program may be made available on its website, and may be branded with GrabRewards logo as authorized by Grab from time to time.
8.2. The earning Points scheme for each GrabRewards Partners shall be displayed on the Application from time to time upon the terms and conditions of the Promotional Services Agreement between Grab and respective GrabRewards Partner.
8.3. The Points are strictly personal and cannot be purchased, resold or transferred, for value or otherwise, under any circumstances. Unless otherwise notified by Grab, you acknowledge and accept that Points do not constitute a means of payment and have no monetary value, no matter how they were obtained. No money shall be provided for Points, including lost or unused Points.
8.4. The Points are calculated on a per transaction basis and rounded up to the nearest whole number if the decimal is more or equal to 0.5 Points, and down to the nearest whole number if the decimal is equal or less than 0.5 Points.
9. Points Validity
9.1. Validity of the Points may be decided by Grab from time to time by notifying to you.
9.2. You must burn your Points during their applicable validity period. There shall be no extension of time for the validity period of any unused Points.
9.3. If there is no transaction in the Application within three (03) consecutive months, all of your Points accumulating until the end of such period shall expire. The transactions that are not counted to extend your Points are: GrabExpress (Same Day Delivery) transaction, transfer money via Moca E-wallet on the Application, credit top-up in Moca e-wallet on on the Application, Grab Subscription purchase, GrabRewards points redemption.
10. Burning Points
10.1. If you comply with all these terms and conditions and have the required number of Points, you may select and redeem applicable Rewards on the Application. Upon acceptance and official notification from Grab, Points can be leveraged for discounts when purchasing products and/or services of GrabRewards Partners based on the burning Points scheme notified by each particular GrabRewards Partners from time to time.
10.2. Points that you have successfully redeemed or burnt cannot be exchangeable or returnable.
10.3. Grab may reject your request to redeem, burn Points where there are insufficient Points to redeem, burn for the particular Rewards, or where the Rewards is no longer made available or out-of-stock by the GrabRewards Partners, or where the Points you wish to use for redemption of Rewards or burning have been issued to you in error, etc.
10.4. You may check your Points balance and redemptions made in the Application.
11. Membership Tiers
11.1. The GrabRewards Loyalty Program offers four (4) membership tiers as follows:
11.2. The number of Points required to upgrade or renew the tiered membership is set out below:
Requisite Points to be earned between 1 January to 30 June or 1 July to 31 December in a calendar year
11.3. Points earned between 1 January to 30 June in a calendar year shall qualify you for the applicable membership tier from 1 July to 31 December of that calendar year.
11.4. Points earned between 1 July to 31 December in a calendar year shall qualify you for the applicable membership tier from 1 January to 30 June of the next calendar year.
11.5. Upon expiration of your membership tenure in a particular tier and if you have not earned sufficient Points to be retained in that tier, you shall be downgraded to the next relevant membership tier.
11.6. The benefits and privileges of each membership tier shall be as set out from time to time in the Application.
12. Cessation of Membership
12.1. If you do not wish to be a member of the GrabRewards Loyalty Program, you may do so by opting out though the Application.
12.2. Upon your cessation to be a member of the GrabRewards Loyalty Program, all the outstanding Points at such point of time shall be automatically cancelled. Points should be redeemed before ceasing membership as once cancelled, Points cannot be redeemed. No accumulation or carry over of Points will be permitted even if you subsequently reinstate your membership.
12.3. Fraud or abuse of redemptions may result in the forfeiture of accumulated Points as well as cancellation of your membership in the GrabRewards Loyalty Program.
Rights and Responsibilities
13. Rights and Responsibilities of Grab:
13.1. Grab’s Rights
(a) To issue mandatory procedures and conditions applicable to Users, GrabRewards Partners related to the GrabRewards on the Application;
(b) To refuse or suspend or terminate all rights and benefits in relation to GrabRewards of Users and/or GrabRewards Partners in the following cases:
i./ Users/GrabRewards Partners provide inaccurate, misleading, incomplete information or violate Vietnamese applicable laws or regulations,
(d) To the extent as permitted by applicable laws, Grab reserves the right at any time to:
ii./ terminate or modify the GrabRewards;
iii./ revoke, adjust and/or recalculate any Points awarded;
iv./ change the number of Points required for redemption of specific Rewards or substitute any Reward with another of a similar value;
v./ change the earning Points scheme; modify the methods used to calculate the number of Points to be awarded;
vi./ modify the qualifications and eligibility for earning Points;
vii./ modify the activities that earn Points;
viii./ withhold or cease the awarding of Points;
ix./ modify the qualifying Points or other criteria for membership tier upgrades and renewals;
x./ change or withdraw any benefits related to a particular membership tier; and
xi./ will notify Users via the Application or send a message via their registered phone number or email address before the time of application.
(e) Grab may suspend the calculation and accrual of Points to rectify any errors in calculation or adjust the calculation as it reasonably deems fit and will notify Users via the Application or send a message via their registered phone number or email address.
(f) Grab may at its sole and absolute discretion and without prior notice to Users, reject request to redeem Rewards, burn Points for any reason whatsoever, including without limitation, where:
i./ there are insufficient Points to redeem for the particular Reward;
ii./ the Reward is no longer made available or out-of-stock by the GrabRewards Partners;
iii./ the Points you wish to use for redemption of Rewards or burning have been issued to you in error;
iv./ Grab reasonably believes that that redemption, burning transaction may be suspicious, illegal, involves any criminal activity or involves Points that have been obtained through dishonest or fraudulent means or abusive behavior.
13.2. Grab’s obligations:
(a) Grab will organize the introduction of products, services and implement the promotions in accordance with the Promotional Services Agreement.
(b) Grab is responsible for requiring GrabRewards Partners to provide full and legal responsibility for information related to products and services and to ensure the accuracy and adequacy of information of the products/services which are promoted and used for Promotion.
(c) Deploying and cooperating with its partners, vendors, suppliers in building a system of services and utilities to facilitate transactions of Users and GrabRewards Partners on the Application.
14. Rights and Responsibilities of Users:
14.1. Rights of Users:
14.2. Obligations of Users
(a) Not to use Rewards, Points on the Application for purposes that are illegal, unreasonable, deceptive, threatening, harming the rights of any individuals, organizations. In the event of violation, they are responsible for their actions before the law.
(b) To be responsible for any taxes, levies, duties, all costs and expenses that arise in connection with the issuance of Points, Rewards to them, their redemption, burning of Points, Rewards and/or the utilization of redeemed Rewards.
15. Rights and Responsibilities of GrabRewards Partners:
15.1. Rights of GrabRewards Partners:
GrabRewards Partners shall enroll for or be engaged by Grab to participate in the GrabRewards, accordingly, their products, services shall be advertised and promoted on the Application.
15.2. Obligations GrabRewards Partners
(a) GrabRewards Partners present and warranty that all information provided to Grab and the information posted on the Application are true, updated, accurate and adequate.
(b) GrabRewards Partners ensure the legality of all products and services which are promoted and/or used for promotion in accordance with Promotion Programs; ensure the validity and availability of Rewards issued and distributed by Grab on behalf of GrabRewards Partners; ensure that products and services redeemed from Rewards must always be available when Users request for redemption.
(c) GrabRewards Partners are responsible for maintaining appropriate facilities (including but not limited to employee training, quality controls and technical equipment) to comply with their obligations set forth herein and the Promotional Services Agreement. GrabRewards Partners present and warrant that they at all times have the necessary certificates, licenses, authorizations and approvals to carry out the Promotions.
(d) GrabRewards Partners commit not to use the Rewards or its membership in GrabRewards Loyalty Program for purposes that are illegal, unreasonable, deceptive, illegal information exploration, market manipulation, unfair competition, threatening, harming the legal rights of any individuals, organizations.
(e) GrabRewards Partners are responsible for all matters, issues, complaints, disputes related to redemption of Rewards and burning Points, products and services redeemed from Rewards and compensation for all losses, damages to Grab, Users or any third party caused by their failures (whether gross negligence or willful misconduct).