Grab For Business Terms and Conditions

Grab for Business Terms and Conditions

1. This Grab for Business Terms and Conditions applies to companies (“Corporate User”) that sign up for a Grab for Business account on the Grab for Business Portal (the “Portal”) and constitutes a legally binding agreement (the “Agreement”) between the Corporate User and PT Grab Teknologi Indonesia (“Grab”). Corporate User’s use of the Portal and Grab for Business service is subject to the Agreement, as may be updated on the Grab for Business website from time to time. Corporate User is responsible for reviewing the Portal and Grab website for notifications or updates.

Account Administration

2. Upon acceptance of the Agreement, and subject to Grab’s account verification, Corporate Users will be able to track authorized employees’ (“Authorised Users”) usage of the Grab Solutions through a Corporate User account on the Portal. 

3. Authorised Users require a personal and active Grab account. Authorised Users usage of the Grab mobile application is subject to the Grab’s Terms of Service and Policies. 

4. Corporate Users must provide Grab with all information reasonably requested (“Linking Data”), for the purposes of authenticating the identified Authorised User’s personal account and linking it with the Corporate User account. Corporate User is also responsible for ensuring that all Linking Data is accurate and complete. 

5. Corporate User is responsible for obtaining all necessary consents from Authorised Users to provide the Linking Data, including informing Authorised Users that by linking the Authorised User’s personal account to the Corporate User Account will enable Grab to provide the Corporate User with details of Authorised User’s ride and bookings on the Grab mobile application.

6. Corporate User is responsible for all charges incurred by Authorised Users on the Grab mobile application and charged to the Corporate User account (“User Charges”), including any fraudulent, prohibited or unauthorized charges incurred by the Authorised User. Charges on the Grab mobile application may be subject to changes at any time. 

7. Corporate User must appoint an administrator (“Company Admin”) who is authorised to take the following actions in the Portal: (a) view individuals who have been invited to be Authorised Users and Authorised Users who have been linked; (b) provide additional Linking Data to invite additional Authorised Users; (c) revoke any Authorised User’s access to Corporate Billing; (d) view relevant trip/booking information as determined by Grab from time to time (“Portal Data”) and prepare and review activity reports using Portal Data; (e) manage Authorised Users’ access to payment methods; (f) manage and update the Authorised Users on file; and/or (g) view current, appoint new, and remove Company Admins. Corporate Users and Company Admins must use Portal Data solely for legitimate business purposes such as 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. 

8. Corporate User must: (a) maintain all Portal login credentials in confidence; (b) ensure that only Company Admin(s) have access to login credentials; and (c) regularly update all information of the Company Admin(s) to ensure that it is current, accurate, and complete. Corporate User is responsible for all activities using their Portal login credentials. 

Term and Termination

9. This Agreement comes into force from the date of the Corporate User account creation, and remains in effect until it is terminated. Either the Corporate User or Grab may terminate the Agreement without cause with thirty (30) days’ prior written notice to the other party. Grab may terminate the Agreement with immediate effect in the event that: (a) the Corporate User’s materially breaches this Agreement, including unpaid User Charges, or (b) the Corporate User is unable to pay its debts, becomes insolvent, goes into liquidation, receivership or judicial management. All outstanding payment obligations, confidentiality and other obligations that are intended to survive the termination of the Agreement, shall survive such termination.

Fees and Monthly Billing

10. Grab may charge fees for the Grab for Business service and Portal as determined by Grab from time to time (“Fees”). The Fees and any other commercial terms shall be agreed by Corporate User in writing in an addendum and such addendum shall form part of this Agreement.

11. Corporate Users who have selected and been approved by Grab to be billed for User Charges monthly (“Corporate Billing”) will be provided a report of User Charges incurred at the end of every month (“Monthly Report”). The User Charges and Fees are payable by Corporate User within thirty (30) days of the date of the Monthly Report in accordance with the stipulated payment methods on the Monthly Report or any separate written agreement between Grab and Corporate User.

12. For Corporate Users who have opted to pay for User Charges via reimbursement or corporate credit card payment, Grab will charge the Authorised User for User Charges at the end of each Authorised User’s trip/booking on a per trip/booking charge basis via the payment method selected by the Authorised User. If the charge fails, the Corporate User must pay the User Charges as invoiced by Grab.

13. All Fees and User Charges are exclusive of Value Added Tax (“VAT”). If VAT is chargeable, Corporate User shall pay the VAT amount to Grab when making payment. All amounts paid shall be paid free of any deduction for withholding tax (if applicable). All payments are non-refundable.

14. Grab reserves the right to suspend or terminate the Corporate User account and any Corporate Billing by all Authorised Users in the event of unpaid User Charges and/or Fees. Grab reserves the right to pursue any remedies available to it under applicable law. Re-establishing your account after full payment of outstanding User Charges or Fees is at Grab’s sole discretion. All late payments will bear interest at 2% per month or the maximum allowed by applicable law.

15. Grab reserves the right to suspend participation in Corporate Billing for breach of this Agreement. If an Authorised User’s personal account is suspended or terminated, access to Corporate Billing will also be suspended. Corporate User will not and shall ensure that Company Admins and others do not (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Grab mobile application (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the services available on the Grab mobile application to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the Platform for any usage of the Service or, (d) impose any additional fees or charges on an Authorised User related to use of the Grab mobile application.

Warranties and Disclaimer of Liability

16. By accepting the Agreement and signing up for a Grab for Business account, Corporate User represents and warrants that: (a) it has have the full right, power and authority to enter into this Agreement; (b) the performance of the obligations herein do not and will not violate any other agreement which it is party to; (c) it has all rights and permissions necessary to provide Grab with the Linking Data and any other information provided to Grab; (d) Corporate User has obtained legally adequate consent from Authorised Users as necessary to provide Grab with any personal data hereunder; (e) it has notified and will notify and obtain legally adequate consent from Authorised Users that Grab will provide detailed trip/booking information for the rides or other bookings charged to the Corporate User account; and (f) Corporate User is in compliance, and shall remain in compliance during the term of this Agreement, with all applicable laws, rules and regulations relating to data protection and privacy.

17. Grab makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Grab for Business service, Grab mobile application or Portal. Grab does not represent or warrant that the Grab for Business service, Grab mobile application or Portal (a) will be secure, uninterrupted, free of errors or other harmful components, or operate in combination with any other hardware, software, system or data, (b) will meet requirements or expectations or,, (c) stores data that is accurate or reliable. The Grab for Business service, Grab mobile application and the Portal as well as the related content are provided strictly on an “as is” basis. All conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded to the extent permissible by law.

18. Neither party shall be liable to the other for: (a) any indirect, punitive, incidental, exemplary, special or consequential damages, or  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 such party has been advised of the possibility of such damages; and (b) any direct damages in an amount exceeding the greater of (i) Rp.100,000,000 (one hundred million Rupiah) and (ii) the total fees payable by you to Grab for Grab for Business. This clause shall not apply to the Corporate User’s liability to Grab for any breach of confidentiality or applicable data privacy laws. 

Indemnity

19. Corporate User will indemnify, defend and hold harmless Grab and its affiliates and their respective directors, officers, employees, agents successors and assigns against all claims, damages, loss and expenses (including reasonable legal fees) arising in connection with (a) any breach of the Agreement by Corporate User; (b) the Corporate User’s use or misuse of the Grab for Business service or the Portal; (c) any third party or Authorised User’s against Grab due to the Corporate User’s breach of any third party rights or applicable law.

Proprietary Rights

20. Neither party may use or reference the other party’s name, logo, trademarks or service marks without the prior written consent of such other party in each instance.

21. Grab and its Affiliate companies are and shall remain the owners of all right, title and interest in and to the Grab mobile application and Portal, including any updates, enhancements and new versions thereof, and all related documentation and materials provided to you or any Authorised User in connection with this Agreement.

22. Grab grants a limited, non-exclusive, non-transferable, revocable, royalty-free license in Indonesia for the duration of the Corporate User account, subject to the licence restrictions set out in this Agreement, to use the Grab Geo Data for the purposes of accessing and viewing of the Transaction Records for your internal business purposes. For the purposes of this Agreement: “Transaction Records” means the transaction records of Authorised Users tagged to the Corporate Account and which Authorised Users shall be permitted to view, retain and retrieve, in such form as determined by Grab in its sole discretion. “Grab Geo Data” means any geolocation data including but not limited to any aggregated or point of interest data, address, distance, and place name made accessible to Corporate User by Grab relating to the Authorised User’s usage of the Grab mobile application.

23. Corporate User will ensure that Authorised Users will: (a) not use the Grab Geo Data for any purpose not permitted under this Agreement or in any manner contrary to any law or regulation or any regulatory code, guidance or request; (b) not extract, export, scrape, utilise, use, exploit, distribute, redistribute, disseminate, copy or store the Grab Geo Data or Transaction Records for any purpose not expressly permitted by this Agreement; and (c) at any time within ten (10) days of request from Grab or upon the termination or expiry of this Agreement, destroy and purge from all its internal and backup systems any and all Grab Geo Data (including any extracts and copies thereof), save that Transaction Records may be retained solely for carrying out the purposes stated in this Agreement.

Confidentiality

24. Corporate User shall maintain in confidence and not disclose to any third party all information and data relating to Grab, its services, products, business affairs, marketing and promotion plans which are disclosed by or on behalf of Grab, in whatever form, pursuant in relation to this Agreement, or which is directly or indirectly acquired by Corporate User from Grab or its Affiliates in the course of this Agreement. Corporate User shall ensure that any such confidential information is only used in order to use the Grab for Business service and the Portal. The above obligations of confidentiality are excluded to the limited extent that such information was (a) already at the time of receipt already lawfully in your possession; (b) is, or becomes in the future, public knowledge through no fault or omission on your part; (c) was received from a third party having the right to disclose it; or (d) is required to be disclosed by law.

Force Majeure

25. 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.

Data Privacy

26. Grab collects, processes, transfers and secures personal data about Corporate User and its authorized user according to the terms of Grab’s Privacy Policy relating to Grab for Business and other necessary purposes under Grab’s terms of services, and in accordance with all applicable data protection laws and regulations.

27. Corporate User is not obligated to provide Grab with personal data and any data, including but not limited to personal data collected by Grab, will be provided by Corporate User at Corporate User’s own will and with Corporate User’s explicit consent granted by accepting these terms and conditions.

28. Corporate User hereby (i) undertakes, where necessary, to obtain explicit consent from its Authorised Users for the collection, processing, transferring and securing of data, including but not limited to personal data, described herein and (ii) confirms that Corporate User in fact collects and processes such authorized user’s personal data in accordance with applicable data protection laws and regulations.

Assignment

29. 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.

Dispute Resolution and Governing Law

30. This Agreement is governed by and construed in accordance with Indonesian law. Any dispute arising from this Agreement will be referred to and finally resolved by arbitration in Jakarta in accordance with the Arbitration Rules of the Indonesian National Arbitration Board (“BANI”). The Tribunal shall consist of one (1) arbitrator appointed by the President of the BANI. The language of the arbitration will be Indonesian. Notwithstanding this Clause or anything in this Agreement, nothing will prevent a Party from seeking urgent or similar interim relief from the Indonesian courts.

Relationship

31. Nothing in these Agreement shall be construed as creating any agency, partnership or other form of joint enterprise with Grab.

Severability

32. If any provision of this Agreement is held to be invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

No Waiver 

33. The failure of Grab to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.

Entire Agreement

34. This Agreement comprises the entire agreement between Corporate User and Grab in relation to the Grab for Business service. Where Corporate User enters into a written addendum which incorporates a reference to this Agreement, such addendum forms a part of this Agreement.

Fraudulent Activities

35. Corporate User acknowledges that Grab has the right to take proactive preventive measures to minimize the risk of fraudulent actions by Authorized Users in the use of the Portal that may cause losses to Grab.

36. In Grab’s efforts to detect and mitigate fraud and minimize potential losses, Grab may conduct independent investigations from time to time and determine actions that are categorized as fraudulent actions by the Corporate User and/or Authorized Users.

37. Based on Grab’s investigation, Grab has the right to provide notification to the Corporate User in writing via official correspondence regarding the fraudulent actions by including reasonable supporting evidence.

38. If the investigation conducted by Grab proves fraud, the Corporate User agrees that Grab has the right to: (i) delay or cancel transactions ordered by Authorized Users through the Portal that are indicated as fraudulent; (ii) freeze the accounts of Authorized Users who are proven to be involved in fraudulent acts; and/or (iii) receive compensation from the Corporate User for any fraudulent act committed by the Authorized User.

39. If the Corporate User wishes to report fraudulent actions committed by Authorized Users, Corporate User agrees to follow Grab’s policy regarding fraud indication report handling that will be communicated by Grab to the Corporate User in writing.

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