GrabFood Merchant General Terms & Conditions
1. Introduction
1.1 This GrabFood Merchant General Terms & Conditions (“Merchant Terms”) governs the use of GrabFood services (the “Services” as defined hereunder) for you to sell Meals on Grab App (“Grab App”). It is important for you to read and understand all these Merchant Terms carefully and thoroughly because these Merchant Terms stipulate your responsibilities, obligations, rights, and other detailed flow of operations of your use of the Services.
1.2 By using the Services hereof through entering into the GrabFood Marketplace Service Agreement (the “Agreement”) with Grab, you agree that you have fully and clearly read and understood all terms and conditions of these Merchant Terms that are applicable to you because these Merchant Terms are an integral part of the Agreement and all together shall constitute a legally binding agreement between you and Grab. For the avoidance of doubt, upon entering into the Agreement, you have expressly agreed to all terms and conditions of these Merchant Terms. If you do not agree to these Merchant Terms, please do not enter into the Agreement, or continue using the Services hereof.
1.3 Grab may amend and/or supplement these Merchant Terms (including the Service Fee) at any time at our sole discretion. Such amendment and/or supplementation shall become effective within seven (7) days from our notice to you or once they are posted on our website, the Application, or any other online site which you are able to access. It is your responsibility to review these Merchant Terms regularly. Your continuation of using the Services after any such amendment and/or supplementation, whether or not reviewed by you, shall constitute your agreement to be bound by such amendment and/or supplementation.
1.4 “Grab”, “we”, “us”, “our”, or “ours” hereof refer to Grab. “Merchant”, “you”, “your”, or “yours” hereof refer to Merchant.
2. Definitions and Interpretation
2.1 In these Merchant Terms, unless the context otherwise requires, the following expressions shall have the following meanings:
“Account” means a mobile application account that we create on our online platform and provide for you (as defined below) through Grab App (as defined below) for, inter alia, registration and operation on the terms and conditions provided hereunder.
“Affiliate” means with respect to any entity, any other entity controlling, controlled by, or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
“Agreement” means the GrabFood Marketplace Service Agreement that you (Merchant) and us (Grab) enter into in a separate legal document to govern commercial terms and other provisions, to which these Merchant Terms are an integral part of the Agreement and all together shall constitute as one document and legally binding agreement.
“Business Day” means any day (other than a Saturday, Sunday, or public holiday) on which banks are open for general business in Cambodia.
“Code of Conduct” means the Code of Conduct applicable to Merchant as listed on this Grab’s website.
“Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to the Services, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items.
“Content Material” means product information, text, images, and any other relevant and/or legally required information relating to the listing of Goods on GrabFood, including third-party and your trademarks and other intellectual property rights-related materials.
“Delivery” means the delivery of the Goods made by the Delivery Partner.
“Disclosing Party” means either Party who discloses the Confidential Information.
“Delivery Partner” means the independent third-party service provider who offers or intends to offer on-demand delivery or logistics solutions using Grab App on a mobile device and has completed the acquisition process (including the onboarding process to become Grab’s driver partner) and is authorized and approved by Grab and/or our Affiliates to deliver Meals via Grab App ordered by the End User.
“Effective Date” means the date at which contractual rights and obligations of Parties in the Agreement become effective as written in the Agreement.
“End User” means a customer who uses the Services to order Goods from you via Grab App.
“Failed Delivery” means an order that is canceled for unsuccessful execution due to: i) the delivery address (either physical or email) provided by the End User or by us being incorrect; ii) where acceptance of delivery of the Goods is required, the End User being unable to accept the Goods; iii) where the Goods is a physical product, the End User refusing to accept the delivery of the Goods in accordance with the Policies; iv) where the End User remain uncontactable after various attempts (the number of delivery attempts will be determined by the Delivery-Partner or Restaurant/ Store) or v) where the recipient is deemed to be or is under the age of 18 years old upon delivery of the alcoholic beverages to the said premises.
“Force Majeure” means any cause beyond a Party’s reasonable control affecting the performance by the affected Party of its obligations hereunder and the Agreement including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected Party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather and acts or omissions of persons or bodies beyond the reasonable control of the said Party.
“Goods” means one (1) or several good(s), including but not limited to food and/or beverage: (i) owned and offered for sale by you; or (ii) which you have full rights to offer for sale, via Grab App for purchase by End User.
“Grab” means the entity as specified in the Agreement.
“Grab App” means the relevant mobile application(s) of us and/or our Affiliates that enable and facilitate any or all of the following: (a) an End User’s purchase of Goods from you; (b) matching of you with Delivery Partners for Delivery Partners to perform delivery or logistics solutions.
“GrabFood” means one or more service offerings available on Grab App which enables an End User to order and pay for Goods that purchase from you and to have such Goods delivered to End User by any Delivery Partner.
“Grab Personal Data” means Personal Data which Grab or our Affiliates disclose to you or which you process on behalf of us for purposes of using the Services hereof.
“Grab Terms of Use” means the terms that govern the terms of use for Cambodia’s users including consumers, delivery partners, and you as a merchant, as listed in Terms of Service: Transport, Delivery and Logistics.
“Grab Geo Data” means any point of interest data including but not limited to latitude, longitude, address, and place name provided by Grab to you relating to the End User’s order.
“Intellectual Property Rights” mean all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any license and permissions in connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.
“Listed Items” means all Goods including the Retail Price as listed in GrabFood.
“Merchant” means you as an independent third-party service provider who uses the Services hereof to offer Meals to End User via Grab App.
“Merchant App” means an application where we will provide login accounts for you to monitor the order and manage stock. The Merchant App is connected to each Restaurant/Store and to a bank account, which shall be used to transfer the Meals Revenue.
“Meal” means any food and/or beverage made available by you via Grab App for purchase by End Users.
“Meals Revenue” as defined in the Agreement.
“Minimum Suspension Period” means a period of sixty (60) days in which Grab is allowed to suspend payment to you.
“Order List ID” means Orders that come through the Merchant App. You are responsible for correctly assembling, packing, and managing Orders in accordance with the provided ID number.
“Party” means each of you “Merchant” and us “Grab” (and collectively, referred to as the “Parties”).
“Personal Data” means (a) information that directly or indirectly identifies or can be used to identify, contact or locate the End User to whom such information pertains (including but not limited to mobile phone number, email address and/or any necessary information for the benefit of providing and using the Services hereof subject to the terms and conditions of these Merchant Terms), or (b) information from which identification or contact information of an individual person can be derived (c) information regarding, such as but not limited to, name, address, phone number, email address, other account information (to the extent such other account information includes information described in subsections (a) or (b) above), or other government-issued identifier, and credit card information and (d) any other information (such as, but not necessarily limited to, a personal profile, unique identifier, biometric information and/or IP address) which is associated or combined with the Personal Data, then such information shall also be considered the Personal Data.
“Policies” any rules, guidelines, terms and conditions including but not limited to the Grab Terms of Use or the use of the Service or Grab App, Code of Conduct: Merchant as they may appear on our website, Grab App or be communicated from time to time by us. You can find these policies at: Grab’s website.
“Receiving Party” means either Party who receives the Confidential Information during the course of the Services.
“Retail Price” of a Meal means the Retail Price of the Meal as published on Grab App, which shall be inclusive of all applicable prevailing taxes, and excludes any coupons or other discounts provided by us to the End Users.
“Stores”, “Outlets” or “Restaurants” means the respective shops or business premises at which for offer Meal for End User (whether brick-and-mortar or otherwise) of you as listed in the Agreement.
“Self-Pickup Feature” means a feature in Grab App (as may be made available by us from time to time) that facilitates your takeaway services by enabling you to make available Goods for Self-Pickup/takeaway by End Users themselves, where End Users elect to take up such Self-Pickup/takeaway option on Grab App.
“Services” shall have the meaning given to it under Clause 3.
“Service Fee” means the Service Fee (the amount or rate of which is specified in the Agreement) to be paid or payable to Grab by you, in consideration for the Services hereof.
“Transaction Records” means the transaction records of End Users who utilize our Services and which End Users shall be permitted to view, retain, and retrieve, in such form as determined by us in our sole discretion.
3. Services and Order Equipment
3.1 We shall not be involved in the actual transaction between you and the End Users. You position yourself as the legal owner and authorized vendor, and ensure the sale is legally authorized, and are able to fulfill all of the sales and after-sales service obligations applicable by law and regulations in force and also any of your sale terms & conditions that you have promised or claimed with the End User.
3.2 For consideration of the Service Fee as stated in the Agreement, we will:
3.2.1 make available to you Grab App in order to enable and facilitate: (i) End Users’ purchase of Meal as offered by you; (ii) your access to on-demand delivery and logistics solutions offered by Delivery Partners and the matching of you with such Delivery Partners for Delivery Partner to provide delivery and/or logistics solutions in relation to Meal sold by you to End User; and
3.2.2 provide other assistance including lead generation, payment processing agent, provide refunds and adjustments, and other supports in connection with Clause 3.2.1 above.
(collectively referred to as the “Services“)
3.3 Subject to Clause 3.2, you agree to grant us the timely deducting of the Service Fee in accordance with Clause 6 hereunder.
3.4 You acknowledge and agree that we are a technology company providing GrabFood on Grab App only and accordingly where:
3.4.1 we do not have any responsibility with respect to the legality of delivery and/or logistics occurring between you and End User and you undertake that all translations are in compliance with applicable laws and regulations including any anti-money laundering, food safety, consumer protection regulations, etc.
3.4.2 we do not have any responsibility with respect to the legality of delivery and/or logistics occurring between you and End User and you undertake that all translations are in compliance with applicable laws and regulations including any anti-money laundering, food safety, consumer protection regulations, etc.
3.4.3 neither we nor our Affiliates provide any delivery or logistics solutions, but we provide a platform for you and other users to connect with Delivery Partners. We are, as a platform provider, not/ shall not be responsible for delivery or logistics solutions. The obligation to deliver the Meals is the responsibility of the Delivery Partner who is an independent third-party service provider. We endeavor on a reasonable basis to match you with a Delivery Partner via Grab App; however, we cannot guarantee such compatibility can be done at the time you wish to be matched. We shall not be liable for any failure to match.
3.5 You shall install any equipment reasonably required by us for you to receive orders for Goods (including, without limitation, a tablet, or other automated, electronic means of receiving orders) (collectively referred to as “Order Equipment”). Any Order Equipment provided by us will remain our sole property and shall be used solely for purposes related to fulfilling your responsibilities under these Merchant Terms and the Agreement. You agree to use any security procedures or protocols, or access credentials as requested by us. You shall not: allow any third party to use the Order Equipment or Grab App; copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the Order Equipment or Grab App; damage, destroy or impede the functionalities/ feature provided through the Order Equipment or Grab App; transmit injurious code; or bypass or breach any security protection on the Order Equipment or Grab App. We may restrict or rescind your right to use the Order Equipment or Grab App at any time. You shall be responsible for any damage to, or loss of any Order Equipment provided by us, which shall be promptly reimbursed by you (at the replacement cost thereof). We may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from payments made to you.
3.6 You acknowledge and agree that the availability of Grab App, GrabFood, the Services hereof, is subject to:
3.6.1 availability of resources, including, without limitation, recourses under our control and availability of suitable network infrastructure at the time at which the Services are requested or delivered;
3.6.2 if applicable, the geographic and technical capability of communication networks and other delivery systems at the time at which the Services are requested or delivered; and
3.6.3 provisioning time that may be required by us to provide the Services.
3.7 You shall provide us with all information necessary to present your offer. This includes:
3.7.1 your menu with categories, logos, images, prices; and
3.7.2 your company identity, (which for small businesses includes your full name and legal address, and for corporations includes the company or trade name), registered address, point of interest data relating to the business including latitude and longitude and name of business place, business contact phone number, business email address and business website, trade name, authorized signatory and tax identification number (“Business Listing Information”) and the Business Listing Information may be stated explicitly in the Agreement for your convenient to provide to us,
(collectively referred to as “Listing Information“)
3.7.3 relevant changes to the Listing Information are to be communicated in writing to us immediately no later than 24 hours of any such changes. You are required to verify the Listing Information and other information published by us and shall immediately notify us in writing to point out any mistakes or inaccuracies. You shall notify us promptly in writing should there be price changes in your Retail Price. You hereby grant us and our Affiliates a worldwide, perpetual, royalty-free, irrevocable, freely sub-licensable, non-exclusive license and your consent (as required under applicable privacy or data protection laws) to use, modify, translate, reconstruct, merge, compile, copy, or create derivative works of the Data in relation to any business activity of us and our Affiliates, except that we shall have the right to freely use Listing Information that is in the public domain (which is not as a consequence of any breach by us). For the avoidance of doubt, the Listing Information of your menu, logo, images, prices, and your company identity may be published on Grab App and other media means (including but not limited to X (former Twitter), Facebook, Instagram, and Google AdWords campaign).
4. Rights and Obligations
4.1 Grab Rights and Obligations:
4.1.1 We shall present and keep updated on Grab App the Restaurant/Stores information and Listing Information provided by you, to the extent that such information and updates are communicated to us by you in a timely manner and otherwise in accordance with Clause 4.2.1; 4.2.2; 4.2.3; 4.2.4; and 4.2.5 hereunder.
4.2 Your Rights and Obligations:
4.2.1 You shall provide us with all information and updates on the Restaurant and Listing Information as necessary to enable us to fulfill our obligations under Clause 4.1.1 above, alternatively, you shall have the option to update such changes via the Merchant App. In the event you provide us with such Content Material must be complete and accurate and shall not consist of any sensitive and inappropriate content. You shall ensure your Content Material always complies with Guideline on Inappropriate and Sensitive Online Content: GrabAds and GrabFood.
4.2.2 Changes to the information provided under Clause 4.2.1 above, you shall communicate to us immediately (and in any event no later than 2 Business Days after such change occurs). It is your responsibility to update your latest status and information. Notwithstanding the foregoing, you shall honour all Goods orders made in reliance on any information (even if outdated) published on Grab App.
4.2.3 You shall verify the information published by us and immediately point out any mistakes or inaccuracies.
4.2.4 You shall allow us and shall assist us in placing any marketing materials relating to GrabFood, the Services, and any other relevant information (as decided by us) at the Restaurant premises or any other place of your business, without any charge to us;
4.2.5 If there is any change to your business, including operating hours and/or operating licenses (including, as applicable, Halal certification, liquor license, etc.), you shall communicate such changes to us immediately (and in any event no later than 2 Business Days of such change). Alternatively, you shall have the option to update any changes to your business via the Merchant App, including marking Listed Items as ‘in stock’ or ‘out of stock’. Notwithstanding the foregoing, for the avoidance of doubt, it is your responsibility to update the status of the Listed items availability status regularly during operational hours.
4.2.6 You shall make online connection to the Merchant App during your opening hours to ensure the Orders have been communicated to you in a timely manner.
4.2.7 You warrant all the Listing Information provided to us relating to you and your Restaurant/Stores shall be in compliance with all laws and regulatory requirements. You further warrant the Listing Information is in compliance with all prerequisite licenses, regulatory requirements, permits, authorizations, and approvals.
4.2.8 You shall ensure that any and all information provided to Grab does not violate any third party’s Intellectual Property Rights.
4.2.9 You shall process all orders with all reasonable care and as soon as such orders are submitted by the End User. You shall prioritize orders made through GrabFood. Orders shall be fulfilled and be ready for collection by the relevant Delivery Partner within the pre-agreed timeframe.
4.2.10 In the event where you amend any content of a Meal Order placed by an End User, you shall warrant that by amending such content:
(a) you have obtained the prior consent or acceptance from the affected End User; and
(b) we are not involved in and will not be responsible for the amendments made by you, though we reserve the right to (but are not obliged to) carry out Rectification Measure(s) (as defined in Grab Terms of Use) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.
4.2.11 You warrant that you will take inventories of your Listed Items and shall use your best efforts to maintain sufficient inventory of all Listed Items at all times. We are entitled to inspect the inventory as and when it is deemed necessary.
4.2.12 Where applicable, you 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. In the event, you fulfilled orders that were not issued via the Order Equipment, we shall not be responsible for any Meals Revenue remittances and shall not be considered as a successful order made via GrabFood.
4.2.13 You shall ensure that all Meals offered are of high quality and that your storage, production, and preparation comply with all relevant food safety and other regulations. You shall notify us immediately of any violations of such regulations.
4.2.14 You shall ensure that the following restricted items shall not be sold for consumption or sent for delivery in GrabFood: people or animals of any size, illegal items, fragile items, dangerous items (including but not limited to weapons, explosives, flammables,), stolen goods, including any substance which consist of any amounts of nicotine or tobacco or any items that you do not have permission or license to sell.
4.2.15 You shall take all necessary or desirable actions to facilitate Delivery Partners’ collection of Goods.
4.2.16 You shall issue a valid receipt to the End User, as required under any applicable laws.
4.2.17 You shall fulfill all orders for Goods at their stated quantity prices as determined in the Retail Price.
4.2.18 You shall provide us with written notice of any requirement or provision of any contract that may conflict with any requirement or condition of these Merchant Terms.
4.2.19 You shall not contact any End Users and will not enter into any direct arrangements with the End Users for the order of Meals via Grab App, except where notified or permitted by us.
4.2.20 You shall not expose us to all or any potential liabilities (including our affiliates, directors, employees, third party partners) or expose us to undue risk or otherwise engage in activities that we at its sole discretion, determine to be harmful to our operations, reputations, or goodwill.
4.2.21 You shall pack alcoholic beverages separately in opaque packaging and shall clearly label their contents in a manner that is reasonably identifiable.
4.2.22 You shall honour any request of the End User to use the Self-Pickup Feature for Meals as provided at the Restaurant/Store;
4.2.23 You agree that the Self-Pickup Feature shall apply to all Goods, and you shall do all things necessary or desirable to give full effect to the Self-Pickup Feature at the participating Restaurant/Store;
4.2.24 You shall only sell alcoholic beverages to End Users above 18 years old. We shall not be obligated to verify the age of the End User or the recipient of such beverages;
4.2.25 You shall verify and affirm the prices of the Listed Items on Grab App are identical to the prices which have been agreed with Grab.
4.2.26 You shall ensure that it shall not sell illegal items or any items that you do not have permission or license to sell or send.
4.2.27 You hereby authorize us to receive the End Users’ payments of Meals in accordance with laws.
4.2.28 You acknowledge and agree 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 Grab App at our sole discretion from time to time. In case we provide any payment method which may facilitate the End User to pre-pay for the, inter alia, Meals, you hereby acknowledge and agree that we 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 us at our sole discretion from time to time.
4.2.29 Besides the terms and conditions set out herein, you further undertake to comply with the applicable laws and regulations and any terms in Grab’s Policies as listed in Terms and Policies, where applicable to you.
5. Marketing and Publicity
5.1 The Parties shall conduct marketing and advertising activities in relation to the Meals, as mutually agreed. Such activities may be through various channels such as social media channels, websites, or blogs. For the avoidance of doubt, we may at our own costs provide promotional offers for the End Users to promote the business activities and GrabFood.
5.2 On an ongoing basis, you shall share with us your marketing calendar and plans (including but not limited to the discounts and promotion details), for the mutual exploration of marketing and advertising activities. Notwithstanding this, you shall not include any sensitive information such as pricing strategy plans with entities that are competitors to us.
5.3 Neither Party shall issue any press release or announcement or otherwise refer to the other Party in any manner with respect to these Merchant Terms and the Agreement or otherwise, without the prior written consent of such other Party
6. Returns and Refunds
6.1 After conducting the investigation to find the route cause in accordance with our internal guidelines, we will exercise our discretion to determine whether an End User will receive an adjustment or replacement, refund, or any other methods and/or to require you to reimburse us if we are of the view that you are liable to do so in accordance with these Merchant Terms and/or good-faith.
6.2 Where we have refunded or paid any such aforementioned amount (whether on behalf of you or otherwise), such amount will be recoverable by us from you as a debt due from you and we will be entitled to deduct such amount from amounts payable to you, or by other methods at our discretion.
6.3 You shall promptly notify us of any threat of a public or private recall by the manufacturer or distributor. The Parties agree that Grab shall not be liable for any damages and loss associated with the recalled items in the ordered Meals.
6.4 In cases of an inadequate order, you shall immediately inform us, for us to inform the End User.
6.5 You acknowledge and agree that Grab has no obligation to accept the return of any Goods.
6.6 You acknowledge and agree that, on some occasions, the End User may go to your Restaurant/ Store/ Outlet to exchange the Meals, however, Grab shall not be obligated to refund any amounts to you or the End User. For the avoidance of doubt, such arrangements are between you and the End User, Grab shall not be liable or take accountability for any arrangements outside of these Merchant Terms and the Agreement and Grab shall be entitled to charge the respective Service Fee subject to Clause 6.1 above.
6.7 We will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost, or damage in connection with any Failed Delivery and/or defective, inadequate, or disqualified orders. We reserve the right to claim all costs incurred by us as a result of your breach of these Merchant Terms, the Agreement, or your negligence.
7. Taxes
7.1 You shall be responsible for determining and setting the Retail Price for each Meal. You shall be the “retailer” or “seller” of all Meals for the purpose of any applicable taxes and shall be a responsible party for the collection and remittance of applicable taxes. For the sake of clarity, the Retail Price for each Meal shall include all applicable prevailing taxes (i.e., including but not limited to Value Added Tax). All fees under these Merchant Terms and the Agreement shall be paid in Cambodia Riel (KHR).
7.2 Each Party shall be responsible for its own taxes arising from the execution and performance of its obligations under these Merchant Terms and the Agreement except withholding tax and stamp duty (if any) which shall be borne by you.
8. Intellectual Property
8.1 You represent and warrant to Grab that you are the legitimate owner or have legal rights with respect to the use of Marks concerning the Meals and the Content Materials and that you are not aware of any claims made by any third party with regard to any alleged or actual marks or intellectual property infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.
8.2 You undertake, represent, and warrant that:
8.2.1 the Content Materials as provided by you are not prohibited and comply with all applicable laws (including but not limited to all minimum age, marking and labeling requirements, product warranties, specifications, and performance criteria, etc.) and conform with all of Grab Policies including but not limited to Guideline on Inappropriate and Sensitive Online Content: GrabAds and GrabFood;
8.2.2 all Content Materials as provided by you shall be accurate and up to date. The Content Materials must include all text, disclaimers, warnings, notices, labels, or other indications required by law to be displayed in connection with the offer, merchandising, advertising, or provision of Meal and may not contain any sexually explicit (except as allowed under applicable laws), defamatory or obscene materials;
8.2.3 will not provide any Content Materials, seek to list for sale on GrabFood any Meals, or provide any uniform resource locator (“URL“) marks unless it has the right/license to provide Grab to publish the Content Material;
8.3 Subject to the terms and conditions of these Merchant Terms and the Agreement, each Party (“Licensor”) hereby grants the other Party (and, in the case of Grab, to our Affiliates) (“Licensee”) a limited, non-exclusive and non-transferable license during Term of the Agreement to use such Party’s respective Marks (as defined below), on a royalty-free basis, in Cambodia and for the sole purpose of performing the Licensee’s obligations under these Merchant Terms and the Agreement. For purposes of these Merchant Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, designs, trade secrets, logos, slogans and other identifying symbols and indicia of the applicable Party. All uses of a Party’s Marks by the other Party will be in the form and format specified or approved by the owner of such Marks. Except as expressly set forth herein and the Agreement, neither Party shall use the other Party’s Marks without the prior, express, written consent of the other Party. All goodwill related to the use of a Party’s Marks by the other Party shall be ensured to the benefit of the owner of such Marks. Except as expressly set forth herein and the Agreement, neither Party shall be deemed to grant the other Party any license or rights under any intellectual property or other proprietary rights.
8.4 We have no obligation to verify the accuracy, completeness, and legality of Content Materials.
8.5 We retain the right to determine the use and placement of Content Materials, and the structure, appearance, design, functionality, and all other aspects of Grab App, GrabFood, and the Services.
8.6 Each Party retains all rights, titles, and interest in and to its technology and Intellectual Property Rights. Neither Party acquires any rights in the foregoing from the other Party except as expressly granted under any definite agreement/ arrangement; all other rights are reserved, and no implied licenses are granted. Neither Party shall attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.
8.7 These Merchant Terms and the Agreement confer to you no rights of ownership or title, license, or other intellectual property rights in any tangible or intangible property, including software (including but not limited to Grab App, GrabFood, or other software) and data (including but not limited to sales data, performance data, End User’s data,) used, obtained or created under the use of the Services hereof. If such rights were nevertheless to have accrued to it for any reason whatsoever, you will assign, dispose, or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Grab or any other party designated by Grab, free of charge, or for a nominal fee. You will use and process such software and data only for the purpose of using the Services under these Merchant Terms, will not claim any intellectual property rights, sell, assign, license, publish, lease, or otherwise commercially exploit such software and data, and will immediately cease your use and processing upon termination of the Agreement or if so required by Grab at any time.
9. Representations and Warranties
9.1 You represent and warrant that:
9.1.1 you have the capacity and power to enter into and perform and comply with the obligations of using the Service under these Merchant Terms and the Agreement;
9.1.2 you have full right and authority to operate and offer Meal to End Users in accordance with local applicable laws and regulations;
9.1.3 you further acknowledge that by using the Services hereof, you comply with the Code of Conduct;
9.1.4 you acknowledge and agree that these Merchant Terms, the Agreement, and other Grab Policies all together constitute valid and binding obligations and are enforceable to you during the Term of your use of the Services;
9.1.5 your execution of and/or performance of or compliance with your obligations under these Merchant Terms and the Agreement do not and will not violate (i) any laws to which you are subject or (ii) any agreement to which you are a party, or which is binding on you or your assets;
9.1.6 you are not in default of any agreement to which you are bound which may materially and adversely affect your financial condition or your ability to perform any obligations under these Merchant Terms and the Agreement nor are there any actions, proceedings, claims, litigation, or arbitration pending or threatened against you which may have a similar or analogous effect;
9.1.7 you are compliance with and hold all applicable licenses and permits required under applicable law and regulation (including but not limited to restaurant and food safety regulations); and
9.1.8 all content, media, and other materials used or provided related to the Services under these Merchant Terms shall comply with Guideline on Inappropriate and Sensitive Online Content: GrabAds and GrabFood, applicable laws and shall not infringe or otherwise violate the Intellectual Property Rights of any third party and consumer rights.
9.2 You warrant that the representations and warranties in Clause 9.1 shall continue to be true for so long as you are applicable to these Merchant Terms and the Agreement subsists, and any Service Fee remains outstanding and unpaid and shall promptly notify us in the event any of the representations or warranties become untrue in any way or form.
9.3 You warrant and represent that you shall not use GrabFood and/or Grab App for any illegal purpose (including the transportation of drugs, or doing any action contrary to public order, and good morals,).
10. Termination and Suspension
10.1 Either Party may terminate the use of the Services hereof as stated in the Agreement in the event of a material breach of these Merchant Terms and the Agreement by the other Party if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.
10.2 Either Party may terminate the use of the Services hereof as stated in the Agreement without cause by giving to the other Party not less than fourteen (14) days’ written notice prior to the effective date of the termination as specified in the notice.
10.3 At any time, we may, upon giving written notice to you, immediately terminate your use of the Services hereof as stated in the Agreement or temporarily suspend the Services, if:
10.3.1 we suspect that there is any unlawful, illegal, and/or fraudulent act committed by you and/or your employees or agents;
10.3.2 there is a Disputed Amount where you are expected to return or pay back the amounts to us;
10.3.3 you repeatedly receive bad reviews from End Users or complaints of failure to fulfill Goods orders;
10.3.4 you are in violation of any food safety or other regulations relating to Restaurants/ Stores and/or Meals; or
10.3.5 In our reasonable opinion, you are in breach of any terms of these Merchant Terms and the Agreement or may be negatively affecting Grab’s business.
For the avoidance of doubt, any suspension of the Services hereof shall not result in termination of the Agreement, the provision of which shall remain applicable.
10.4 At any time, either Party may, upon giving written notice to the other Party, immediately terminate the use of the Services hereof as stated in the Agreement, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations hereof and in the Agreement.
10.5 The termination of the use of the Services hereof as stated in the Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities, and liabilities accruing prior to such termination.
11. Indemnity
11.1 Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, the other Party’s Affiliates, and respective directors, officers, employees, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or willful misconduct of the Indemnifying Party and its employees or agents in the use of the Services hereof; (b) any claims that the Indemnifying Party breached its representations and warranties in the use of the Services hereof; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s Intellectual Property Rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you shall indemnify, defend, and hold Grab harmless from and against any and all Losses with respect to any third party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety and consumer protection laws, rules or regulations, except to the extent such harm was directly caused by the gross negligence or willful misconduct of Grab or our employees.
11.2 You shall ensure the right to continue to use, possess, or receive the Services in the manner contemplated by these Merchant Terms and the Agreement.
11.3 Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.
12. Limitation of Liability
12.1 The Services hereof are provided on an “as is” basis. Except as expressly provided hereof or in the Agreement, we make no other representations or warranties of any kind, express or implied, including: i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; ii) that Services ( Grab App, GrabFood) will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii) that the information, content, materials, or products included on Grab App and GrabFood will be as represented by Grab, available for sale on a timely manner, lawful to sell, or that Grab or the End Users will perform as promised; iv) any implied warranty arising from a course of dealing or usage of trade; and v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or willful misconduct by us. You acknowledge that any information and any materials provided by or through Grab App, GrabFood may contain inaccuracies or errors, and Grab expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the laws. Any link found on Grab App is provided for your convenience to provide further information. It does not signify that we endorse the contents thereof and we have no responsibility for the content of external links.
12.2 Subject to Clause 12.1 above, you hereby agree on your behalf and on behalf of End Users to release Grab (and our agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arising due to our fraud, negligence or willful misconduct.
12.3 We shall not be liable for any typographical clerical or other error or omission in any acceptance, invoice, Content Material, or other document on the part of Grab and shall be subject to correction without any liability to Grab.
12.4 To the fullest extent permitted by the laws, and notwithstanding any other provision of these Merchant Terms and the Agreement, the total liability, in the aggregate, of Grab and Grab’s Affiliates and our respective officers, directors, partners, employees, and contractors, and any of them, to you and anyone claiming by or through you, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to these Merchant Terms and the Agreement from any cause or causes, it shall not exceed the Service Fee that Grab is entitled to receive from you for the month preceding the date the liability arose, or to an equivalent amount of twenty million Riel (KHR 20,000,000) (whichever lower). It is intended that this limitation applies to any and all liabilities or causes of actions; however, alleged or arising, unless otherwise prohibited by the laws.
13. GEO DATA
13.1 We grant a limited, non-exclusive, non-transferable, revocable, royalty-free license in Cambodia during the Term of the Services as stated in the Agreement, subject to the license restrictions set out in Clause 13.2 hereunder and the other terms in these Merchant Terms and the Agreement, to you to use the Grab Geo Data for the purposes of your:
13.1.1 accessing and viewing the Transaction Records for internal business purposes;
13.1.2 presenting the Transaction Record to your End Users who utilize the Services pursuant to these Merchant Terms;
13.1.3 processing and completing the End User’s order;
13.1.4 providing the Grab Geo Data to the Delivery Partner strictly for the purposes of delivery of the Meals to the End User; and
13.1.5 complying with applicable laws mandatory disclosure of Transaction Records to a regulator or law enforcement agency.
13.2 You shall:
13.2.1 not use the Grab Geo Data for any purpose not permitted under these Merchant Terms and the Agreement or in any manner contrary to any law or regulation or any regulatory code, guidance, or request; and
13.2.2 ensure that it, its personnel, and Delivery Partner shall not extract, export, scrape, utilize, use, exploit, distribute, redistribute, disseminate, copy, or store the Grab Geo Data or Transaction Records for any purpose not expressly permitted by these Merchant Terms or the Agreement or any other agreement/ arrangement;
13.2.3 at any time upon request from us or upon the termination of your use of the Service as stated in the Agreement, destroy and purge from all your 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 Clause 13.1; and
13.2.4 ensure that the Delivery Partner shall immediately delete the Grab Geo Data and any Transaction Record after the completion of the delivery of the Meal to the End User.
13.3 You hereby grant Grab a worldwide, perpetual, royalty-free, irrevocable, freely sub-licensable, non-exclusive license to use, modify, translate, reverse engineer, disassemble, reconstruct, decompile, merge, compile, copy, or create derivative works of the geo-related data (“Data“) in relation to any business activity of Grab and our Affiliates. Notwithstanding any of the foregoing, you agree that any and all intellectual property rights in and to any work(s) or material(s) in whatever form or medium as may be created, authored, developed, or otherwise produced by Grab using the licensed Data shall be vested solely and entirely in Grab. For the avoidance of doubt, you shall provide any such assistance as may be required by Grab to substantiate and perfect our ownership, right, interest, and title to the said intellectual property rights.
14. Confidentiality
14.1 The Parties agree that during the entire Term of the use of the Services hereof as stated in the Agreement, any Party (the “Receiving Party”) may receive the Confidential Information from the other Party (the “Disclosing Party”). The Receiving Party may use the Disclosing Party’s Confidential Information solely to fulfill its obligations and/or exercise its rights. The Confidential Information shall be held in strict confidence by the Receiving Party, and shall not be disclosed to any third party (other than its directors, management, officers, employees, auditors, and professional advisors, who have a need to know the Confidential Information for the purpose of offering and using the Services herein), directly or indirectly, without prior written consent of the Disclosing Party, during the Term of the Agreement or after termination of the Agreement. This obligation does not apply to information (i) that is already in the public domain through no breach of confidentiality or (ii) that is required to be publicly disclosed pursuant to applicable laws, regulations, rules, ordinances, orders of court, any relevant government entities, supervisory authorities or judicial proceeding, or (iii) that is disclosed to the public through no fault of Receiving Party or its agents acting on its behalf hereunder, or (iv) information that is disclosed to the Receiving Party by a third party not under confidentiality obligation.
14.2 The above confidentiality obligations shall endure for another one (1) year after the termination of the Agreement or until the Confidential Information enters the public domain, whichever is earlier.
14.3 You acknowledge and agree that if you breach your obligation of confidentiality under this Clause, it becomes a material breach of these Merchant Terms and the Agreement. In this event, we are entitled to terminate your use of the Services hereof. The termination shall not prejudice our rights to take any legal action against you to recover our losses or damages that resulted from your breach. Therefore, please always keep confidential and do not disclose all Confidential Information to any third party.
15. Personal Data
15.1 Both Parties shall comply with all respective obligations under all applicable laws and regulations in connection with any Personal Data in relation to the use of the Services hereto.
15.2 To the extent applicable, you represent and warrant that:
15.2.1 you shall use, disclose, store, retain, or otherwise process Grab Personal Data solely for the purposes of performing its obligations under these Merchant Terms and the Agreement. Without prejudice to the generality of the foregoing, you shall not use Grab Personal Data for direct marketing purposes;
15.2.2 you agree to access Grab Personal Data provided to you by us for the purposes of performing your obligations under these Merchant Terms and the Agreement solely by using the Order Equipment or such other tools provided by us. You shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to you by us;
15.2.3 you shall protect Grab Personal Data against unauthorized or accidental access, collection, use, disclosure and destruction, and ensure that security measures are implemented to give such protection; and
15.2.4 you shall notify us in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of you becoming aware of or suspecting that any of the events referred to in Clause 15.2.3. above has occurred and shall immediately take all necessary steps to remedy the event and prevent its recurrence.
16. Force Majeure
The Parties are released from responsibility as to obligations (except for payment obligations) and delay of work as the consequence of Force Majeure. If the event of Force Majeure persists for a period exceeding sixty (60) days (or another period as mutually agreed by the Parties) and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate the Agreement by written notice to the other Party.
17. Severability
The invalidity or unenforceability for any reason of any part of these Merchant Terms shall not prejudice or affect the validity or enforceability of the remainder of these Merchant Terms.
18. Costs and Expenses
Save as otherwise stated in these Merchant Terms and/or the Agreement, each Party shall be liable for its own costs and expenses in relation to the use of the Services herein including the negotiation, preparation, execution, and performance.
19. Assignment
Neither Party is entitled to assign or transfer its rights and/or obligations (either in whole or in part) to any person, unless with the prior written consent of the other Party, except (i) the assignment by you as permitted above and (ii) that you agree that we may assign and/or transfer any of our rights and/or obligations under these Merchant Terms and under the Agreement to any of our Affiliate without your consent. In respect of our assignment or transfer, you agree to use your best efforts to provide necessary cooperation to us and take necessary or relevant action as requested by us and you agree that such assignment and/or transfer any of the rights and/or obligations under these Merchant Terms and the Agreement shall be legally effective.
20. Notices
Unless otherwise specified in these Merchant Terms and the Agreement, all notices issued or served in relation to the Service hereof shall be in writing. The Parties may give notice through electronic mail and hand delivery to the address provided in the Agreement. Such notice shall be deemed to have been given upon (i) the expiration of 48 hours after mailing if sent by registered mail or post; or (ii) 1 hour after sending by email or (posting on Grab’s website or Application by Grab); or (iii) immediately if sent by hand delivery to the other Party’s representative.
21. Anti-Bribery and Anti-Corruption
21.1. Each Party is committed to conducting business in an ethical manner and expects all its employees and agents with whom it has a contractual relationship to conduct themselves with high ethical standards and to comply with applicable laws and regulations relating to anti-corruption, including but not limited to, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and the laws and regulations where each Party resides (“Anti-Corruption Laws”). You shall review and comply with Grab’s Anti-Bribery and Corruption Policy and/or any other relevant rules provided by Grab.
21.2 Each Party represents and warrants that, to the best of its knowledge, neither it nor any person who (by reference to all relevant circumstances) performs services or acts for or on its behalf in any capacity (including, without limitation, employees, agents, related corporations, and subcontractors) (“Representatives”) has contravened, or procured or encouraged third parties (including, for the avoidance of doubt, the employees or any person acting on its behalf) to contravene Anti-Corruption Laws in connection with the Services hereof.
21.3 You covenant that you are not and shall not, in all activities in connection with the use of the Services hereof, directly or indirectly, offer or pay, promise to pay or authorize such offer or payment of any money or anything of value to any individual, including a government official, for the purpose of influencing, inducing or rewarding any act or omission of an act to secure an improper advantage or to improperly acquire or preserve or obtain business. You shall not instruct, cause, or permit any third party to violate the conditions set forth in this Clause on behalf of you or Grab.
21.4 You shall immediately notify Grab if, any person employed by Grab or acting on Grab’s behalf or any of your Representatives, has contravened or attempted to contravene any Anti-Corruption Laws in connection with these Merchant Terms and the Agreement, and shall take adequate steps to protect the interests of both Grab and you. All notices to us in this regard should be sent to the following email address whistleblowing@grab.com or via filling up the following http://go.grab.com/wb.
21.5 We shall be entitled to terminate your use of the Service herein and the Agreement forthwith if the other party or any of your Representatives has contravened or attempted to contravene any Anti-Corruption Laws, whether in connection with these Merchant Terms and the Agreement or otherwise. Such termination shall be without prejudice to Grab other rights and remedies whether under these Merchant Terms and the Agreement or otherwise.
21.6 You agree to keep accurate books, accounts, records, contracts, invoices, and accompanying documentation (collectively, hereinafter “Documents”) in connection with the transaction(s) contemplated by these Merchant Terms and the Agreement and in connection with any other business transactions involving the Parties. We reserve the right to audit the Documents by ourselves or by outside auditors acting on our behalf, upon notice. You agree to fully cooperate in any such audit.
21.7 We may terminate your use of the Services, or suspend or withhold payment effective immediately upon written notice to you if we have a good faith belief that you have breached, or have caused a breach of this Clause, we will not be liable for any claims, losses, or damages arising from or related to any failure by you to comply with this Clause or related to the termination of your use of the Services under this Clause. You shall indemnify and hold Grab harmless against any such claims, losses, or damages.
22. Governing Law and Dispute Resolution
22.1 These Merchant Terms and the Agreement shall be governed by and construed in all respects in accordance with the laws of Cambodia (“Governing Laws”).
22.2 Dispute Resolution:
22.2.1 Any dispute arising out of or in connection with these Merchant Terms and the Agreement shall be referred to and finally resolved by the National Commercial Arbitration Centre (“NCAC”) in accordance with the Arbitration Rules of the NCAC (“NCAC Rules”) being in force at the time of commencement of arbitration and by reference in this Clause, the NCAC Rules are deemed to be incorporated as part of this these Merchant Terms and the Agreement.
22.2.2 The tribunal shall consist of 3 (three) arbitrators who shall be appointed by the Parties and if the Parties are unable to appoint, they shall be appointed by the President of NCAC. The language of the arbitration shall be English language.
22.2.3 Subject only to any defenses that may affect the enforceability of the arbitral award, the arbitral award of the NCAC shall be final and binding on the Parties. Parties agree to promptly implement the award.
22.2.4 All costs and expenses incurred in connection with the arbitration shall be borne by the defaulting Party.