General Terms and Conditions of GrabFood Merchant Contract

Last modified: ุ6 February 2023

General Terms and Conditions of Merchant Contract

1. Definition and interpretation

1.1 Definitions

In these General Terms and Conditions of Merchant Contract, unless the context specifies otherwise, the following definitions have the meaning as follows.

“Account” means the user account under the Grab Application on the mobile device and/or tablet, which is created by Grab on the Grab’s online platform and then provided to Merchant through Merchant Application for the purpose of its registration and usage, in accordance with these General Terms and Conditions of Merchant Contract.

“Addendum to Merchant Contract” means any commercial amendment or supplemental agreements as defined in the Merchant Contract (if any).

“Affiliate(s)” means, with respect to a certain entity, any other entities controlling, or under controlled by, or under common control with such entity. For the purpose of this definition, the term of “control” (including “controlling“, “controlled by” and “under common control with“) the possession of the direct or indirect power to order or set the management’s directions and policies of such entity, whether through the ownership of voting equity or by contractual effect, or otherwise.

“Business Day” means a day or days (other than Saturday, Sunday and official holidays) on which banks generally are normally open in Bangkok, Thailand.

“Confidential Information” means (a) any information that Receiving Party has received from Disclosing Party, which Disclosing Party has classified in writing as confidential (b) the content of Merchant Contract, Addendum to Merchant Contract, and General Terms and Conditions of Merchant Contract, (c) Personal Data that Receiving Party has received from entering into or performing its duties under Merchant Contract, Addendum to Merchant Contract, and/or General Terms and Conditions of Merchant Contract, (d) Customers data (including viewing patterns, viewing details, as well as quantity, time and duration of device’s usage or viewing content), details (including details, network configuration, billing name, billing amount, credit history, and other payment details), (e) commercial, technical, or financial information in connection with Merchant Contract, Addendum to Merchant Contract, and/or General Terms and Conditions of Merchant Contract, and (f) trade secrets, know-how, show-how, patents research, development or technical information, details on food, sweets, and/or drinks, Intellectual Property Rights, business plans, operation or systems, financial or commercial positions, Customer details, service providers, debtors or creditors, information in connection with officers, directors, or employees of Disclosing Party or any of its Affiliates, marketing data, printing materials, rate and rate table, contracts, regardless of their form, format, or media, whether they are machine-readable or human-readable, and whether in writing or verbal, tangible or intangible, and also included information communicated or obtained through meetings, documents, correspondence, or inspection of tangible materials.

“Customer” means any person using GrabFood for ordering Goods from Merchant.

“Disclosing Party” means the Party that discloses the Confidential Information in accordance with these General Terms and Conditions of Merchant Contract.

“Driver Partner” means an independent third-party service provider, which delivers Goods as requested by Customers via Grab Application on mobile device and/or tablet, and has completed the registration process and has been authorized and approved by Grab and/or its Affiliates to deliver Goods to Customers via GrabFood feature. Driver Partner is not employees, staff, or agents of Grab in providing the Services under Merchant Contract, Addendum to Merchant Contract, and these General Terms and Conditions of Merchant Contract and in any other cases.

“Force Majeure” means any incident beyond reasonable control of any Party that affects the affected Party in performing its duties hereunder, including, without limitation, act of God, riot or civil disorder, war or military operations, national or local emergency, actions or omissions of the government, any kind of industrial disputes (except for those in connection with the affected Party’s employees), fire, flood, lightning, explosion, land collapse, air turbulence, epidemic, including, but are not limited to, COVID-19 pandemic, actions or omissions of individual persons or juristic persons that are beyond reasonable control of such Party.

“General Terms and Conditions of Merchant Contract” means these General Terms and Conditions of Merchant Contract. 

“Goods” means food, sweets, drinks and/or any products that Merchant allows Customer to order via Grab Application.

“Goods Price” means the selling price of the Goods, which is specified in the Grab Application and is determined by Merchant. The Goods Price determined by Merchant shall be inclusive of VAT.

“Grab Application” means the application of Grab and/or Grab’s Affiliates on mobile devices and/or tablets, which facilitates Merchant in (a) selling Goods (b) matching Merchant with a Driver Partner in respect of Goods’ delivery service, and (c) matching Customer’s orders with a Driver Partner, so that Driver Partner is able to deliver Goods from Merchant in accordance with the Customer’s order.

“Grab” means Grabtaxi (Thailand) Co., Ltd.

“GrabFood” means a feature available on Grab Application, which enables Customers to order Goods from Merchant through the Driver Partner’s service.

“Grab Marketing Service Fee on Grab Application” means the service fee, for the case that Merchant wishes to conduct marketing or promotional campaigns by using Grab Marketing Service on Grab Application in various forms to Customers, including, without limitation, promotional code, reward for cross-selling, and any other forms, which shall be paid to Grab at the rate to be mutually agreed by both Parties from time to time. 

“Grab Personal Data” means Personal Data which Grab or its Affiliates discloses to the Merchant or which the Merchant processes on behalf of Grab for purposes of this Agreement.

“Merchant Application” means an application of Grab and/or its Affiliates on mobile devices and/or tablets which, enables and facilitates Merchant to take Goods order from Customers, inspect daily Income From Goods report, manage its office hours, present and adjust Goods details, Goods Price and request for Grab’s assistance and others.

“Intellectual Property Rights” means all intellectual property rights, whether  require the registration or not, including, without limitation, patent, right in circuit boards, trademarks, service marks, trade names, registered designs,  copyrights and intellectual property or industrial property in any other forms, know-how, inventions, formula, confidential processes, trade secrets, confidential information, and any other protected rights, permissions and licenses in connection therewith, considered on the global basis, whether have been registered, could be registered or have not been registered, and for the entire effective period thereof, and all extent and renewed period thereof, and all applications for registration in connection with the foregoing. 

“Merchant Contract” means merchant contract entered into by and between Grab and Merchant.

“Merchant” means merchant as specified in Merchant Contract and Addendum to Merchant Contract regarding Merchant and Merchant’s branch. 

“Personal Data Owner” means an individual person that has proprietary rights in Personal Data collected, used, or disclosed by personal data controller or personal data processor (as applicable).

“Party” means each Merchant and Grab. Merchant and Grab shall be collectively referred to as the “Parties“.

“Personal Data” means (a) information that could be used to directly or indirectly identifies, contact, or locate persons, to whom such information pertains (including but not limited to mobile phone number, email address and/or any necessary information for the benefit in providing the Services under these terms and conditions of Merchant Contract, (b) information derived from identification or contact information of individual persons, (c) information regarding, such as, but are 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, a personal profile, unique identifier, biometric information and/or IP address) that is associated or combined with the Personal Data and shall be deemed as Personal Data.

“Receiving Party” means the party receiving Confidential Information in accordance with these General Terms and Conditions of Merchant Contract.

“Services” has the meaning as specified in clause 4.1 of these General Terms and Conditions of Merchant Contract.

“Service Fee” means service fee that is specified in Merchant Contract or Addendum to Merchant Contract (if any) and shall be paid to Grab by Merchant.

“Self Pick-Up Service” means a service that allows Customer to order Goods via Grab Application and collect Goods by himself/herself at the Merchant’s store. 

“Terms and Conditions of Merchant Application” means Merchant’s code-of-conduct as appeared in https://www.grab.com/th/terms-policies/code-of-conduct-merchant/ and additional terms and conditions for GrabFood Merchants under the terms of service as appeared in https://www.grab.com/th/terms-policies/transport-delivery-logistics/, which may be revised from time to time at Grab’s sole discretion and is deemed as part of these General Terms and Conditions of Merchant Contract.

“VAT” means value added tax under laws of Thailand and/or other similar taxes.

1.2 Interpretation

Unless the context requires otherwise, the following rules shall apply.

1.2.1 Headings are for ease of reference only and are not to be taken into account in the interpretation.

1.2.2 words importing the singular include the plural, and vice versa, words importing the plural include the singular.

1.2.3 In the event that words or phrases are defined, their other grammatical forms shall have a corresponding meaning.

1.2.4 Any reference to Clauses shall refer  to Clauses of these General Terms and Conditions of Merchant Contract.

1.2.5 Any reference to agreements or documents includes that agreements or documents (including appendix thereof), which have been added, assigned, or replaced, unless to the extent prohibited by Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract.

1.2.6 Any reference to “writing” includes any methods of presenting or reproducing texts, pictures, drawings or symbols in visible and tangible forms, including email.

1.2.7 Any reference to a Party includes its successors, permitted agents, and permitted assignees.

1.2.8 Any reference to laws or regulations or to provisions of law or regulation also includes their amendment, addition, re-enforcement or re-enactment, replacing provision, and any regulations or instruments issued by the virtue of those laws.

1.2.9 Specification of anything after “includes”, “including”, “such as” or other similar phrases, does not limit what else might be included.

1.2.10 Nothing in these General Terms and Conditions of Merchant Contract and/or Merchant Contract shall be interpreted against either Party because the Party has proposed such terms and/or conditions of these General Terms and Conditions of Merchant Contract and/or Merchant Contract or any part thereof.

2. Entire Agreement

2.1 Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract and any amendment (if any) shall supersede any previous agreements, correspondences, negotiations, representations, and expressions of any intention in connection with the subject matter hereof, whether in writing or orally, between Parties.

2.2 In the event that any terms and conditions specified in Merchant Contract or Addendum to Merchant Contract conflict with these General Terms and Conditions of Merchant Contract, the terms and conditions of Merchant Contract or Addendum to Merchant Contract  shall prevail.

2.3 Unless agreed in writing by Grab, any terms and conditions of Merchant with Customers that are in connection with Goods are not considered a part of Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant Contract.

3. Term

These General Terms and Conditions of Merchant Contract, including those as may be amended from time to time, are in force for the effective period of the Merchant Contract specified in Merchant Contract.

4. Services and Goods Ordering Equipment

4.1 In consideration for the Service Fee, Grab shall perform as follows.

4.1.1 Providing Merchant with an Account and Merchant Application, to facilitate Merchant in selling Goods to Customer

4.1.2 Perform other matters for or in connection with the aforementioned Services such as  matching orders from Merchant, Customer, and Driver Partner, and providing services in relation to Self Pick-Up Service

(collectively referred to as “Services“).

4.2 Merchant agrees and accepts that Grab is only a technology service provider of GrabFood on Grab Application and Grab is a service provider of the platform to connect Merchant with Driver Partner. As a platform service provider, Grab is not obliged to process, prepare, and deliver Goods. Additionally, Grab does not involve in contracts, terms and conditions, or any rights and duties between Customer and Merchant. In the event that there are damages and/or any claims arising from Merchant’s fault, Grab shall have no involvement in or responsibility for any damages resulting from such incidents, unless specified otherwise in these General Terms and Conditions of Merchant Contract.

4.3 Merchant agrees to install and use any devices as determined by Grab, so that Merchant is able to take Goods orders, including, without limitation, tablet and any equipment used together with the tablet, such as charger, charging adapter, and any other automatic or electronic methods to take such Goods order (“Goods Ordering Device“).

Goods Ordering Device shall be solely propriety to Grab and be used for the purposes in connection with the fulfillment of Merchant’s obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and conditions of Merchant Contract. In the event that Grab provides the sim card, which has been registered for the usage of wireless network plan, together with any Goods Ordering Device, Grab may collect the expenses in connection with the usage of wireless network plan of such Goods Ordering Device from Merchant. Merchant agrees to comply with the safety procedure and regulations or access permissions requested by Grab, whereby Merchant shall not authorize any third party to use, copy, amend, lease, rent out, sell, distribute, perform reverse engineering, or perform any other acts in order to access the source code, causes damages, destroys, or obstructs service, distribute dangerous code, or avoid or violate safety procedure of the Goods Ordering Device, Grab application, and/or Merchant Application. Grab may limit or suspend Merchant’s right to use Goods Ordering Device, Grab Application and/or Merchant Application at any time. Merchant shall be responsible for the damages or losses of any Goods Ordering Device provided by Grab, whereby Merchant shall immediately indemnifies Grab against any damages including the cost of the Goods Ordering Device’s replacement, in accordance with the Addendum to Merchant Contract regarding Goods Ordering Device (if any).

5. Rights and duties of Parties

5.1 Rights and duties of Grab

5.1.1 Grab shall ensure that the Goods order placed by Customer via Grab Application is duly communicated to Merchant.

5.1.2 Grab has the exclusive right to demand and collect Goods Price from Customer for each Goods order via Grab Application. Merchant acknowledges and agrees that Customers may make a payment for the Goods Price by cash, credit card, debit card, money transfer to bank account, internet banking, online payment, or other prepaid or postpaid methods, which may be made available on Grab Application at Grab’s sole discretion.

5.1.3 In the event that that Grab provides pre-paid payment to facilitate Customer in purchasing Goods, Merchant acknowledges and agrees that Grab shall be entitled to any interest and/or benefits arising out of Customer’s pre-paid payment (if any) in accordance with the terms and conditions of each payment method provided by Grab, at its sole discretion, from time to time. 

5.1.4 Grab shall remit to Merchant the sum of (1) Goods Price received by Merchant (including any VAT collected on behalf of Merchant) (2) deducting the applicable Service Fee and/or Grab Marketing Service Fee on Grab Application (including VAT) that must be paid to Grab, (3) deducting any refunds to Customer and Merchant’s outstanding debts (such final remitted amount being defined as “Income From Goods“). Grab shall make a payment of such Income From Goods on the daily basis or more frequently, as decided from time to time by Grab’s decision, but, in any event, not later than 7 business days from the date of the Goods order’s receipt.

5.1.5 The payment and remittance of Income From Good under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract, shall be made as to be agreed between Grab and Merchant, e.g. GrabPay (when available).

5.1.6 Grab shall facilitate Merchant to manage customers service and complaint of Customers and deliver the related information to Merchant for dealing with the Customer’s complaints.

5.1.7 Grab is not obliged to verify and to be responsible for content or data provided by Merchant on the Grab Application in any case whatsoever.

5.1.8 Grab shall not be responsible for any impaired Goods, including, without limitation, damaged Goods, Broken Goods, insect-infested Goods, spoiled Goods, and Goods with bad smell.

5.2 Rights and duties of the Merchant

5.2.1 The Merchant agrees to pay the Service Fee and/or Grab Marketing Service Fee on Grab Application to Grab at the rate specified in the Merchant Contract and/or Addendum to Merchant Contract. In order to do so, Merchants agree to authorize Grab to deduct the aforementioned fees from the Goods Prices received by Merchants from Customer for each Goods order via Grab Application.

5.2.2 In the event that Merchant has not made payment for the Service Fee and/or Grab Marketing Service Fee and/or any other payment payable to Grab within its applicable due date, Merchant agrees that it shall pay Grab an interest at the rate of 15 (fifteen) percent per annum of the default amount calculating from the first default date until the payment has been made in full and correct to Grab. 

5.2.3 Merchant shall not collect the Goods delivery fee from Customer and/or Driver Partner in any case whatsoever.

5.2.4 Merchant is obliged to present necessary information on Grab Application by proceeding via Merchant Application. Such necessary information includes the following Merchant information:

(1) menu, logos, photograph, Goods Price, and

(2) Merchant’s details (e.g. name and surname of Merchant owner for an individual Merchant, name or trade name of the company for a corporate Merchant), address, location information of the Merchant, including latitude, longitude and place name of business, telephone number, email, website, trade name, authorized signatory, and tax identification number, which collectively referred to as (“Merchant Information“).

Both (1) and (2) are collectively referred to as (“Details”).

In the event that there is a change in Details, Merchant shall be obliged to immediately update the information appeared on Grab Application to be up to date at all time.

Merchant grants to Grab and its Affiliates to perpetual, worldwide, royalty free, irrevocable, freely sub-licensable, non-exclusive license, and its consent (as required under the applicable data protection laws) to use, modify, translate, compile, copy, or create derivative works of the Details in relation to any business activity of Grab and its affiliates, except for public details which Grab have been entitled to freely use (which is not considered a breach of contract by Grab).

For the avoidance of doubt, such Details includes data that appeared on Grab Application and other media, including, without limitation, Twitter, Facebook and campaign on Google AdWords.

5.2.5 In the event that information on Grab Application is incorrect or outdated, such as the Goods Price and the actual selling price that Merchant collects from Customers ordering via Grab Application being inconsistent, Merchant shall be solely responsible to Customers, government authorities, and/or any third parties. Additionally, if such person claims or takes any action to Grab for such inconsistency, Merchant shall indemnify Grab against all damages incurred to Grab, without the notification of such claims and actions by Customers, government authorities, and/or any third parties, from Grab to Merchant. 

5.2.6 The Merchant represents and warranties that all Goods Price appeared on Grab Application is in compliance with regulations on price controls and any related laws, and information, in connection with Merchant, Merchant’s branch, and/or Goods, advertised on Grab Application are accurate and in compliance with the relevant laws and regulations in every respect, and does not infringe any Intellectual Property Rights of any third party.

5.2.7 Merchant shall ensure that it shall not sell illegal Goods or any Goods that Merchant have not been permitted or granted of the license to sell or deliver. In the event that Grab detects or is notified from any person that there is selling of such goods, Both parties agree that Grab shall be entitled to perform any actions, including, without limitation, removing such item from the Grab Application, disabling Merchant from Grab Application, and claiming for any damages arising from sale of such goods, against the Merchant

5.2.8 Relevant changes to licenses in connection with the business operation of Merchant shall be immediately informed to Grab by Merchant (and in any event, within 24 (twenty-four) hours from such change).

5.2.9 Merchant shall ensure that all Goods are of high quality, and their storage, production, and preparation are in compliance with laws, safety regulations, and other relevant regulations. Any violations of such laws or regulations shall be notified by Merchant to Grab immediately.

5.2.10 The merchant shall ensure that, during the business hours, the Goods Ordering Device is turned on and able to receive and process a Goods order.

5.2.11 The Merchant is obliged to immediately verify and complete the Customer’s order with reasonable care. The Customer’s order must be completely and duly processed.

5.2.12 The Merchant is obliged to use its best effort in maintaining quality and quantity of Goods to conform with the advertisement.

5.2.13 Preparation of Goods

General case: Merchant agrees to (a) prepare Goods before Driver Partner reaches Merchant, and (b) do any necessary and satisfying acts in order to facilitate a Driver Partner to pick up Goods for delivery to Customer.

Self Pick-Up Service (only applicable for the Merchant providing Self Pick-Up Service): Merchant agrees to (a) immediately prepare Goods after receiving the Customer’s order, and (b) do any necessary and satisfying acts to facilitate Customer in picking up Goods as ordered.

In the event that Merchant, who has prepared Goods in accordance with the conditions specified above and duly completed the Goods order, does not receive Income From Goods, Merchant shall be entitled to notify such problem to Grab in accordance with Grab’s terms and conditions [within 30 days]. Grab shall then verify and if it is resolved that the Goods order has not completed without Merchant’s mistake, for example Driver Partner did not deliver Goods to Customers, Driver Partner delivered Goods to wrong Customer or Customer canceled the Goods order, Grab shall compensate the Income From Goods to Merchant in the amount of Goods Price as appeared on Grab Application.  

In the event that Grab finds or has been notified from Customers concerning the incompletion of Goods order or defect of the Goods, Merchant agrees to exchange the Goods for good quality Goods to Customer. The Merchant shall be solely responsible for the expense that arises from such Goods’ exchange, including Goods Price, cost of Goods preparation and delivery.

5.2.14 In the event that Customer claims for any refund or complaints about Goods, Merchant shall be responsible for any expenses or costs in connection with the refund to the Customer, whether in whole or in part (including, without limitation, any costs associated with such Goods recall (if any)), as approved by Grab at Grab’s sole discretion.

5.2.15 Merchant permits Grab to perform any acts in connection with placing marketing materials, advertisement of GrabFood, Services, and providing information in Merchant and/or other places of Merchant (in accordance with the details to be mutually agreed by both Parties), without any charge to Grab.

6. Marketing

6.1 Any Party may conduct marketing and advertising activities in relation to Goods as to be mutually agreed by both Parties. Such activities may be conducted through any channels such as social media, websites, or blogs. For the avoidance of doubt, Grab may, at its own costs, provide promotional activities to Customer to promote the business service of both Parties in accordance with these terms and conditions.

6.2 Merchant shall share with Grab its marketing calendar and plan (including, without limitation,  the discount detail and promotional item) for the mutual consideration of the marketing and advertising activities.

6.3 Merchant agrees to disclose its promotional details items (including, without limitation, discounted items and sale promotional details) to Grab, for conducting marketing and for the purpose of any promotion through Grab Application.

6.4 Merchant gives its consent to Grab in enjoying Merchant’s Intellectual Property Rights and/or right that Merchant entitling to enjoy. The Merchant shall submit photos of Goods, at its own expense, to Grab, as requested, to be used in Grab Application.

6.5 Neither Party shall issue any statement, or announcement, or otherwise, by referring to the other Party in any manner, with respect to Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, or otherwise, without the prior written consent of such other Party. 

6.6 Grab and Driver Partner shall not be responsible for the availability of any gift, present, reward, bonus, or any other material (including, without limitation, discount or promotional Goods) in connection with any sale promotion activities provided by Merchant.

7. Service Fee

7.1 Grab is entitled to amend Service Fee as specified in Merchant Contract and/or Addendum to Merchant Contract due to commercial justification and business necessity, including, without limitation, the cost and turnover of Grab, characteristics, cost, quantity or Price of  the Goods, volume of Goods order from Merchant through Grab Application, commercial reputation, and others. Grab will notify Merchant of such amendment in writing by giving a prior notice at least 60 (sixty) days in advance. In the event that Merchant does not accept the amendment of Service Fee, Merchant shall be entitled to terminate this Contract by serving a prior written notice to Grab (including email) at least 30 (thirty) days.

7.2 For the avoidance of doubt, Service Fee payable to Grab shall include VAT. In the event that the Merchant deducts any amount for withholding tax, the Merchant shall be obliged to issue and deliver withholding tax certificate to Grab within 30 (thirty) days from the date of each Income From Goods’ remittance. 

7.3 The Service Fee collected from the Merchant at the rate specified in the Merchant Contract and/or the relevant Addendum to Merchant Contract shall be calculated from the Goods Price excluding VAT.

In the event that the Goods Price shown in the Grab Application is inclusive of VAT, the Merchant shall be obligated to notify that fact together with submitting the VAT registration certificate as evidence to Grab. If the Merchant fails to do so, the Merchant agrees and consents to Grab to charge the Service Fee from the Goods Price (whether including VAT or not) shown in the Grab Application.

8. Tax

8.1 To the extent permitted by laws, the Merchant is considered as “retailer” or “seller” of all Goods for the purpose of VAT calculation and is responsible for collection and remittance of applicable VAT and any fees, under Merchant Contract and/or Addendum to Merchant Contract, which shall be payable in Thai Baht.

8.2 Each Party shall be responsible for its own taxes arising from the execution and performance of its obligations under terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract, save for VAT and withholding tax, which shall be borne by Merchant. For the avoidance of doubt, Income From Goods to be paid to Grab shall be the amount including VAT. In the event that the Merchant deducts any amount for withholding tax, the Merchant shall be obliged to issue and deliver withholding tax certificate to Grab within 30 (thirty) days from the date of each Income of Goods’ remittance.

8.3 Merchant shall be solely responsible for stamp duty arising from the entering into Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract. 

8.4 Unless otherwise specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract, any sum to be paid under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract shall be paid without any deduction or retention of taxes, duties, or governmental fees, whether in present of in future, and whether imposed, levied, or collected by or on behalf of the government of Thailand or on behalf of any political or governmental authorities having authority to collect tac, unless such deduction or retention is required by laws.

9. Intellectual Property Rights

9.1 Subject to the terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract, each Party (as the licensor or the licensee who is entitled to use and sub-license the Intellectual Property Rights, as the case may be) (“Licensor”) hereby grants to the other Party (and, in case of Grab, to its Affiliates) (“Licensee”) a limited, non-exclusive and non-transferable right, during the term of Merchant Contract, to use such Party’s respective Marks (as defined below), without cost, in Thailand and for the sole purpose of performing its obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract (including but not limited to marketing in Clause 6 under these General Terms and Conditions of Merchant Contract). The term “Marks” means the trademarks, service marks, whether registered or not registered, trade name, copyright, and other identifying symbols and logos of the relevant Parties.

9.2 All uses of a Party’s Marks by the other Party will be in the form determined and approved by the owner of such Marks, unless otherwise expressly set out in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract. Subject to clause 6.4 of these General Terms and Conditions of Merchant Contract, neither Party shall use the other Party’s Marks without the prior express written consent of the other Party.

9.3 Unless otherwise expressly set out in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract, goodwill arising as a result of the use of a Party’s Marks by the other Party shall be beneficial to the owner of such Marks. 

9.4 Neither Party shall be deemed to grant the other Party any license or rights under any intellectual property or other proprietary rights.

10. Representations and Warranties

10.1 Each Party represents and warrants to the other Party as follows.

10.1.1 Each Party has the capacity and power to enter into, perform and comply with Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract.

10.1.2 The terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract is valid, binding upon and enforceable against the Party.

10.1.3 The execution of and/or performance of or compliance with, by the Party of its obligations under the Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract do not and shall not violate (a) any laws to which it is subject or (b) any contracts of which it is a party or which is binding upon it or its property. 

10.1.4 The Party is not in default of any agreement upon which they are bound, which may materially and adversely affect its financial condition or its ability to perform any obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract and there are no action, proceeding, claim, litigation or arbitration pending or threatened against it which may have a similar or analogous effect 

10.1.5 The Parties are in compliance with and possess all applicable licenses and permits required to their business operation, under applicable laws. 

10.1.6 Its representative who enters into Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant is authorized to represent and has effect upon it.

10.1.7 Any content, media, and other materials used or provided under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant  shall not infringe or otherwise violate the Intellectual Property Rights of any third party.

10.2 Each Party warrants that the representations and warranties under clause 10.1 shall continue to be true for so long as Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant are in force and any Service Fee discounted promotion, service fee in case of Merchant’s promotion, and any refund to Customer, remains outstanding and unpaid. Each Party shall promptly notify each Party when any of the representations or warranties become untrue in any way or form. 

10.3 The Merchant represents and warrants that it shall not use GrabFood and/or Grab Application for illegal purposes (including the drug’s smuggling, doing any action being contrary to public order and good morals).

11. Termination of Contract

11.1 Either Party may terminate Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, if the other Party is in breach of any terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant and such breach of the terms and conditions is not rectified within two (2) days from the date receiving the notification from the non-defaulting Party by giving written notice (including email) to the other Party in advance of at least sixty (60) days prior the termination date specified therein.

11.2 The Parties have agreed and determined that the various cases in this Clause are significant for business cooperation. Accordingly, the Merchant agrees and accepts that Grab may immediately terminate Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant and/or temporarily suspend the Service by serving the written notice (including email) to the Merchant in the cases that:

11.2.1 Grab suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees or agents. .

11.2.2 Merchant repeatedly receives poor reviews from Customers or Grab receives complaints about Merchant or Merchants fails to duly complete Goods orders..

11.2.3 Merchant is in violation of any Goods safety regulations or other regulations relating to Goods.

11.2.4 Merchant performs illegal or inappropriate actions that may bring Grab into disrepute such as sale of illegal goods, sale of overpriced goods, and sale of goods with the prices being not in line with that appeared in the Application.

11.3 At any time, if any Party ceases or suspends its business, enters into bankruptcy or insolvency proceedings, or is in the dissolution or merger process, or becomes subject to any law, regulation or restriction that prevents such Party from performing its obligation under Merchant Contract, the Parties agree that Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall be terminated automatically.

11.4 The termination of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall not discharge or limit the Parties from their obligations, responsibilities, and liabilities incurred prior to such termination.

12. Indemnity

12.1 Each Party (“Indemnifying Party“) shall protect, indemnify and hold harmless the other Party, its Affiliates, directors, officers, and agents (“Indemnified Party“) from and against any claims, damages, or expenses (including reasonable lawyer’s fee) (collectively referred to as “damages“) arising in connection with (a) the negligence or willful misconduct of the Indemnifying Party, its employee and/or agent in their performance of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, (b) any claims in connection with the breach of terms and conditions, contract, representations and warranties in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, by the Indemnifying Party, (c) any claims that Mark of the Indemnifying Party infringes the Intellectual Property Rights of any third party (in case that the usage of such Mark is approved by the Indemnifying Party), and (d) any breach and/or non-compliance with laws, including data protection laws, by the Indemnifying Party, and its employee and/or agent.

12.2 Merchant shall indemnify, defend and hold harmless Indemnified Party from and against any and all loss of a third party arising from or in connection with Merchant’s violation or alleged violation of laws and regulations in respect of consumer protection regulation, sale of food, beverage, and other products, or regulations in respect of health and safety, unless such loss is directly incurred by the gross negligence or willful misconduct of Grab and/or its employees.

12.3 Notwithstanding the provision under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, the Parties agree that neither Party shall be liable to the other Party for any loss of income, goodwill, business opportunity, income expectation, or any indirect or consequential loss and damage, suffered by either Party.

13. Confidentiality

13.1 The Parties agree that during the term of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, the Receiving Party may receive Confidential Information from the Disclosing Party. The Receiving Party shall only use Confidential Information of the Disclosing Party to perform its obligations and/or exercise its rights under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant. The Receiving Part shall keep Confidential Information in the strictest confidence and shall not disclose such information to any third party (other than its directors, executives, officers, employees, inspectors, professional advisors who need to know such Confidential Information for the purpose of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant ), whether directly or indirectly, without prior written consent from Disclosing Party, during the term of the Merchant Contract and after the expiry of Merchant Contract . The obligation under this Clause does not apply to the information which:

13.1.1 has been the public information through no breach of the confidentiality obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant;

13.1.2 is required to be disclosed by law, regulation, rule, court order, government authority, regulator, or the Stock Exchange of Thailand or the judicial proceeding; or

13.1.3 is disclosed to the Receiving Party by a third party who is not related to the Receiving Party and is not obliged to keep such information confidential, and the Receiving Party is not obliged to keep the information confidential.

14. Personal Data

14.1 Both Parties shall strictly comply with their respective obligations under laws and regulations concerning Personal Data in connection with Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant.

14.2 To the extent applicable, the Merchant represents and warrants that:

14.2.1 Merchant shall use, disclose, store, retain or otherwise process GRAB Personal Data solely for the purposes of performing its obligations under this Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant. Without prejudice to the generality of the foregoing, Merchant shall not use GRAB Personal Data for direct marketing purposes;

14.2.2 Merchant agrees to access GRAB Personal Data provided to the Merchant by GRAB for the purposes of performing its obligations under this Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant solely by using the Order Equipment or such other tools provided by GRAB. Merchant shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by Grab;

14.2.3 Merchant shall protect GRAB Personal Data against unauthorised or accidental access, collection, use, disclosure and destruction, and ensure that security measures are implemented to give such protection; and

14.2.4 Merchant shall notify GRAB in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of it becoming aware of or suspecting that any of the events referred to in sub-clause 14.2.3 above has occurred and shall immediately take all necessary steps to remedy the event and prevent its recurrence.

14.3 In the event that there is a use or presentation of any Personal Data in connection with Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant or their attachments, each Party represents and warrants that the Party has complied with terms and conditions of the relevant laws with respect to the disclosure and use of the Personal Data under this Agreement.

14.4 Each Party shall keep the Personal Data received under this Agreement and shall not use, process whatsoever, without the prior written consent from the owner of such Personal Data, unless it is permitted to do so, without the prior written consent from the owner of such Personal Data under the applicable laws.

15. Force Majeure

The parties shall be released from their obligations (save for obligation to make a payment) and their delay in performing any obligations as a result of Force Majeure. In the event that Force Majeure persists for a period exceeding sixty (60) days (or other period as mutually agreed by the Parties) and both Parties had negotiated in good faith and fails to properly resolve, either Party shall be entitled to terminate Merchant Contract by serving a written notice (including email) to the other Party.

16. Severability

16.1 The invalidity or unenforceability, regardless of any reason, of any part of Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions shall not affect the validity or enforceability of the remaining terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant

16.2 In the event that the lawful obligations under Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant cannot be, entirely or partially, performed as a result of final judgement or order of the court with the jurisdiction, board of directors, or government authority, or any similar authority with jurisdiction over either Party, the Parties shall use their reasonable effort to mutually amend Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant to be in compliance with such judgment or order.

17. Costs and expenses

Unless otherwise specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, Each Party shall be responsible for its own costs and expenses in connection with the negotiation of, the preparation of, the entry into, and the implementation of the terms and conditions in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant.

18. Assignment

Neither Party is entitled to assign or transfer its rights or obligations (whether in whole or in part) to any person, unless receiving a prior written consent from the other Party. However, Merchant agrees that Grab may assign and/or transfer any of its rights or obligations under this Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions to its Affiliates without the Merchant’s consent. In this regard, Merchant agrees to use its best effort to provide necessary cooperation to Grab and take necessary and relevant actions as requested by Grab. The Parties that such assignment and/or transfer any of the rights and/or obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall be legally effective.

19. Non-waiver

Failure or delay by a Party to exercise any right, including the indemnification right, under Merchant Contract or the governing law, shall not constitute a waiver by, or estoppel of, such Party’s right or indemnification right, and shall not preclude the exercise of any right, rights to be indemnified from such Party.

20. Notice

Unless otherwise specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, notice issued or served under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract must be in writing (including email) and shall be deemed to have been given if delivered in person to the representative of the other Party, sent by registered post or email to the other Party at the address or email address specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant or other address or email address as may be notified by a Party to the other Party.

21. Counterparts and electronic signatory 

Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant may be executed in two counterparts or more (by signing and sending via electronic method as determined by the applicable law). Each duplicate is considered an original, but all of which together shall constitute one and the same Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant (as the case may be).

22. Amendment

Grab reserves its right to amend, change, add, and remove any part of these General Terms and Conditions of Merchant contracts in accordance with business reason and necessity of Grab at Grab’s sole discretion. Grab shall notify Merchant of the amendment within a reasonable period, by the method determined by Grab (including email, Grab Application, and Merchant Application). However, Merchant agrees that Merchant is obliged to monitor and examine the amendment details of General Terms and Conditions of Merchant Contract through the term of this Contract. 

23. Governing law

23.1 Terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall be governed by and construed in accordance with the laws of Thailand.

23.2 The Parties agree to use their best effort  to amicably resolve the dispute, controversy or any claim under or in connection with Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant through the negotiation with good faith. In the event that the Parties fail to resolve the dispute within thirty (30) days (or other period as mutually agreed by the Parties) from the date that any Party serves written notice of the dispute, controversy or any claim, the Parties agree to submit such dispute to the court of Thailand.