Last updated: 16 January 2024
1. Grab Marketing Services (“GMS”) are service offerings of Grab, such as marketing packages services, campaign packages services and other marketing services that may be offered by Grab from time to time where (“you”) will be able to enjoy certain rights and privileges by joining or otherwise indicating interest in the same via the Platform and/or any other means made available by Grab, subject to the terms and conditions herein.
2. These GMS Terms of Service are an appendix to and integral part of (i) all of your agreed GMS Forms (“GMS Form”) AND (ii) all of your opt in requests to join a GMS package (including spotlight campaign) via the Application and/or Marketing Manager Services platform (“In-App GMS Opt-In”) (any GMS Form together with these GMS Terms of Service and any In-App GMS Opt-In together with these GMS Terms of Service, each referred to as a “GMS Contract”).
3. You agree and understand that your participation in GMS either via GMS Form or In-App GMS Opt-In shall be subject to approval by Grab.
4. You further agree to be bound by the Terms of Service: Transport, Delivery and Logistics (“ToS”) and other relevant Grab policies and codes of conduct applicable to you (collectively referred to as “Main Terms”).
5. Any capitalised terms used but not defined herein shall bear the same meaning as those defined in the Main Terms (unless the context otherwise requires); and special attention should be paid to the section(s) covering marketing activities by you in the ToS.
6. You will be deemed to have consented to these GMS Terms of Services as may be amended from time to time. Your continued use of or participation in GMS either via GMS Form or In-App GMS Opt-In, after any changes or updates to the GMS Terms of Service, whether or not reviewed by you, shall constitute your consent and acceptance of the revised GMS Terms of Service.
7. Any In-App GMS Opt-In submitted through your account to Grab (whether via the Application, or Platform or otherwise), shall be deemed to have been submitted by you, regardless of whether it is submitted on your behalf by your employee or other individuals. You are solely responsible for ensuring that only authorized individuals have access to your account.
8. You agree that you have read and understood the package offer details as provided in the GMS Form or In-App GMS Opt-In, which shall include but not be limited to (i) information relating to the campaign description, (ii) the relevant duration, (iii) the changes of service fee/commission (if any) during the campaign period, (iv) the eligible outlets, (v) the pertinent funding obligation(s) and cost, (vi) any specific method of deduction and the included marketing assets, and (vii) any other terms agreed therein.
9. In order to provide the GMS to you, you authorise Grab to perform these mentioned activities, including but not limited to:
a. launching promotions;
b. campaign/marketing investments and initiatives;
c. targeted ads, banner plans;
d. online advertisements,
and/or any other initiatives from time to time to the extent it deems necessary in connection with the GMS, whether it be a combination of activities or a specific activity (all of the aforementioned activities, collectively, “Marketing Activities”), on your behalf.
10. You agree that Grab, in its sole discretion, is entitled to determine the allocation of budget using the campaign funds agreed under the GMS Form or In-App GMS Opt-In that Grab received from you to perform the Marketing Activities. As such, you further agree that any form of fees paid by you to Grab to perform the Marketing Activities is not refundable in any form whatsoever.
11. You hereby grant to Grab a non-exclusive licence to use, reproduce and publicly display your name, logo and trademark(s) as well as any other works or assets such as URLs, artwork, etc that you may make available (“Materials”) for the purposes of Grab’s provision of the GMS to you, including in marketing materials or in any other channel of communication via the Internet or other medium which may be accessible worldwide. You also agree that where you have provided Grab with the Materials belonging to any third party, you have done so pursuant to the express written approval of/license from such third party. You represent and warrant to Grab that you own, or where applicable, have procured the express written approval of/license from the relevant third party for Grab to use such Materials and Grab’s use of the same will not violate any applicable law, regulation, judicial or administrative action, or any third parties’ rights, be it proprietary rights, intellectual property rights, moral rights, image rights, privacy, data protection rights or equivalent.
12. You agree that Grab shall use commercially reasonable efforts and considerations to market your products and/or restaurant(s) and issue necessary information/reports, in order to monitor the outcome of the Marketing Activities. You are aware and agree that Grab does not guarantee any level of performance and/or the outcome of the Marketing Activities.
13. You agree that any amounts payable to Grab may be subject to all prevailing statutory taxes, charges and or costs as may be in force and any new taxes that may be introduced at any point of time, and you shall be liable for any such taxes on any amount pursuant to the Campaign(s) and/or GMS .
14. You are aware and agree that the period of the GMS will continue until:
a. The agreed period under the GMS Form or In-App GMS Opt-In has ended; OR
b. You decide to end your participation in the Campaign prior to the end of the agreed period, via such means as Grab may make available for such purpose and on such terms as stipulated by Grab; OR
c. Grab cancels or suspends the GMS.
15. You agree that Grab reserves the right to modify the GMS, these GMS Terms of Service, or any part of them, for any reason at any time with or without notice to you.
16. You shall indemnify, defend and hold harmless Grab, its affiliates and its respective directors, officers, employees and agents from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) including indirect Losses, arising out of or related to:
a. any breach (including negligence or wilful misconduct) of you and your employees or agents in the course of carrying out any of your obligations under the GMS Contract;
b. any breach and/or non-compliance with applicable data protection laws;
c. content or subject matter of the Materials; or
d. any third party claim arising out of or related to any harm resulting from your breach of the GMS Contract or the violation or alleged violation of any applicable law or regulation.
17. To the extent permitted by law, in no event shall Grab be liable for any exemplary, special, punitive, indirect, consequential, or incidental damages whatsoever or howsoever caused (including, loss of business, interest, future business or loss of profits) arising out of or in connection with the GMS Contract even if such loss or damage was foreseeable by Grab or was brought to Grab’s attention.
18. The Grab Platform and the GMS are provided on an “as is basis”. Except as expressly provided for in the GMS Contract, Grab makes 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 the Grab Platform and the GMS will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; and (iii) that the information, content, materials, or products included on the Grab Platform will be as represented by Grab or available for sale on a timely manner. You acknowledge that any information and any materials provided by or through the Grab Platform, and the GMS may contain inaccuracies or errors and Grab expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law. Notwithstanding any provisions, Grab and/or where applicable, its licensors own and shall own all rights, title, and interests, including without limitation all related intellectual property rights, in and to the Platform, GMS and by extension, any Software, Application, suggestions, ideas, enhancement requests, feedback, recommendations, works and deliverables in connection thereto, subject to the conditions that (A) any Materials independently created and provided by you for your GMS purposes shall remain owned by you; and that (B) Grab shall keep confidential the relationship between you and Grab unless your prior approval is obtained, or save where it is for the purpose of GMS. The GMS Contract does not convey to you any rights or ownership in or related to the said assets belonging to Grab and/or where applicable, its licensor(s). Without prejudice to the foregoing, Grab’s name, logo, GMS, the Platform and any third parties’ logos as well as product names associated with them are trademarks of Grab or third parties; and no right or license is granted to use them.
19. Notwithstanding any other provision of these GMS Terms of Service, the total liability, in the aggregate, of Grab and its affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to you and anyone claiming by or through you (including any User), for any and all claims, indemnities, losses, costs or damages, including attorneys’ fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the GMS Contract from any cause or causes, shall not exceed, the lower of:
a. the campaign fee that Grab is entitled to receive from you for the month preceding the date the liability arose; or
b. the amount of Singapore Dollars One Thousand (SGD1,000.00).
It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
20. 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 the GMS Contract) or which are otherwise directly or indirectly acquired by you from Grab, or any of its affiliate companies, or created in the course of the GMS Contract. You shall further ensure that you only use such confidential information in order to use the GMS, and shall not without Grab’s prior written consent, disclose such information to any third party nor use it for any other purpose. This obligation of confidentiality shall not apply to the extent that you can show that the relevant information:
a. was at the time of receipt already 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.
21. You shall at all times observe and comply with the Personal Data Protection Act 2012 or such similar legislation in other jurisdictions in respect of the dealing, storage or transfer of personal data. You represent and warrant and covenant that your collection, access, use, storage, maintenance, disposal and disclosure of any and all personal data provided by Grab will comply with the applicable data privacy laws and regulations in the countries where you operate.
22. 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.
23. The invalidity or unenforceability for any reason of any part of the GMS Contract shall not prejudice or affect the validity or enforceability of the remainder of the GMS Contract.
24. You shall not assign your rights and/or benefits under the GMS Contract without the prior written approval of Grab. Grab shall be entitled to assign any and/or all of its rights under the GMS Contract to any of its affiliates, without notice. You acknowledge that Grab’s obligations under the GMS Contract may be undertaken by Grab and/or any of Grab’s affiliates.
25. Grab may give notice through the Platform, 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 records 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 Platform or GMS Form.
26. The GMS Contract shall be governed by the laws of Singapore. Any dispute arising out of or in connection with the GMS Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
27. Nothing contained in the GMS Contract shall be construed as constituting or establishing any partnership or joint venture or relationship of employment between the parties thereto nor constitute one party the agent of the other party and vice versa and no Party shall have express or implied authority to bind or represent any other party for any purpose whatsoever.
28. A person who is not a party to the GMS Contract shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of the GMS Contract.
29. The GMS Contract constitutes the entire agreement between the parties thereto relating to the subject matter hereof, and supersedes all prior agreements, correspondence, negotiations, representations, and expressions of intention relating to the subject matter hereof, whether in writing or oral between the parties.
