Terms of Use for GrabFood Merchant Application

As first updated on 9 July 2019

This GrabFood Merchant application (“Application”) is operated by Grab Holdings Inc, its subsidiaries, affiliates, associated companies and jointly controlled entities (collectively, “Company”, “we”, “us” or “our”). We provide the content on this Application (which include without limitation any and all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code as well as the design, structure, selection, coordination, expression, “look and feel” and arrangement of any such content) to you, subject to the following terms and conditions, the terms and conditions which you have agreed to when signing up as a merchant on our system and our Privacy Policy (www.grab.com/privacy) (collectively, “Terms of Use”). Additional terms and conditions (including without limitation documents labelled as such, policies, notices, frequently asked questions (“FAQ”) as well as guidelines), may apply to the provision of products or services (including without limitation, the provision of information on your business on our systems, and the provision of tool(s) to enable you to create and monitor your self-funded campaigns) and to specific portions or features of the Application (including without limitation, special promotions or other similar features), all of which terms are made a part of these Terms of Use by this reference (regardless of whether the said additional terms and conditions explicitly refer to these Terms of Use or becomes effective on a date later than the effective date of these Terms of Use). These Terms of Use are originally written in English language. In the event of any conflict between the English and other language versions, the English version shall prevail. For the avoidance of doubt, the terms “you” or “your” refer to you, individually, and to each such entity for which you are acting on behalf.

These Terms of Use constitute a legally binding agreement between you and the Company governing your use of this Application, and shall be binding without prejudice (and in addition) to any other written agreements between you and the Company. The Application’s functionality, performance, or both may change over time. We may introduce new features, impose limits on or eliminate certain features, suspend or discontinue any part of your access to the Application, or restrict your access to the Application. Accordingly, the Company reserves the right to modify, vary, change or update the Terms of Use relating to the Application at any time as it deems fit. Such modifications, variations and changes will be effective upon the posting of the updated version on this Application. You agree that you will review the Terms of Use regularly and check for any updates and changes that may impact you. The continued use of this Application after any such changes, whether reviewed by you or not, shall constitute your consent and acceptance to such changes.

IMPORTANT – By downloading / accessing / using this Application or signing up or agreeing to be signed up for a user account for the Application, you are acknowledging that you have carefully read, understood, accepted and agreed without any limitation or qualification to be bound by these Terms of Use, and any future amendments and additions to the Terms of Use as published from time to time on this Application or otherwise sent to you in writing. You further agree to the representations made by yourself below. If you do not agree to be bound by these Terms of Use, please do not download, use or access our Application (including without limitation signing up or agreeing to be signed up for an account on our Application).

THE COMPANY IS A TECHNOLOGY COMPANY WHICH PROVIDES A PLATFORM FOR YOU TO OBTAIN OR PROCURE CERTAIN PRODUCTS AND SERVICES. Depending on the particular products and services in question, the products or services or information relating to the same may be supplied by the Company or a third party provider. You agree that you will read and understand the relevant terms and conditions (including without limitation the guidelines, notices or FAQ) specifically applicable to the products or services carefully before placing any order for the products or services. Where the relevant products or services are supplied by a third party, the role of the Company is merely to link you with such third party provider. You agree that any liability and responsibility in relation to such products or services shall be borne by the said third party provider and not the Company. For the avoidance of doubt, any specific terms and conditions shall prevail over these Terms of Use in the event of inconsistency or conflict.

1. License Grant and Restrictions

Subject to these Terms of Use, we grant you a revocable, non-exclusive, non-transferable, limited licence to download, use and access the Application to enjoy the products and services made available on the Application (including without limitation exclusive management tools, content and offers).

All rights not expressly granted to you are reserved by us.

You shall not:

• license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application in any way, including without limitation sharing your Account (as defined in Clause 4 below) with a third party or otherwise making available any of the products and services offered on this Application available to any third parties;
• modify or make derivative works based on the Application;
• “mirror” the Application on any other server or wireless or internet-based device;
• except to the extent such restriction is prohibited under applicable law, disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, this Application or any software or services made available on or through the Application.
• use any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, (a) to unduly burden or hinder the operation and/or performance of the Application; (b) to conduct data mining or scraping activities, or (b) in any way reproduce or circumvent the navigational structure or presentation of the Application or its content;
• post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
• remove any copyright, trademark or other proprietary rights notices contained on the Application; or
• use the Application to: (a) send spam or otherwise duplicative or unsolicited messages; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (c) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (e) attempt to gain unauthorized access to the Application or its related software, systems or networks; (f) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (g) engage in any conduct that could possibly damage our reputation or amount to being disreputable.

2. Representations and Warranties

By using or accessing this Application, you expressly represent and warrant that: –

• you are legally entitled to accept and agree to the Terms of Use and that you are at least eighteen (18) years old. Without limiting the generality of the foregoing, persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter a contractual relationship must not use our Application or sign up for a user account;
• you have the right, authority and capacity to use or access the Application, to sign up for a user account (for yourself or on behalf of your employer, as may be applicable) and to abide by the Terms of Use;
• all information which you provide to us shall be true and accurate;
• you agree to comply with all applicable laws, whether in your home nation or otherwise in the country, state and city in which you are present while using our Application;
• you will only use the Application and its content for lawful purposes and for the purposes for which it is intended to be used;
• you must not interrupt or attempt to interrupt the operation of the Application in any way;
• you will not attempt to commercially exploit any part of the Application without our permission, including without limitation modify any of the Application’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
• you will provide us with proof of identity as well as any other documents, permits, licence or approval in relation to your business where we so request or require;
• you must not employ any means to defraud us or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by us;
• you must not cause a nuisance or behave in an inappropriate or disrespectful manner towards us or any third party;
• you must not use any device or software capable of interfering with the operation of the Application; take any action, which imposes a disproportionately large or unreasonable load upon the infrastructure of the Application, or otherwise interfere or tamper with the software of the Application or the functionality thereof;
• you must not in any manner pretend that you are, or that you represent, someone else, or impersonate any other individual or entity; and
• you must not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Application, or any other customer of the Company, including without limitation any user account not owned by you, to its source, or exploit the Application or any service or information made available or offered by or through the Application, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Application.

You agree to assume full responsibility and liability for all loss or damage suffered by yourself, us or any third party as a result of any breach of the Terms of Use.You agree to defend, indemnify and hold us, our parent, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents (“Indemnified Parties”) harmless for any loss, damages or costs, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand arising from your use of the Application, the content or any products or services provided by the Application in violation of any law, rule, regulation or these Terms of Use.

3. Compatibility

Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Application. While we continuously develop the Application in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Application is likely to be accessed from, we do not warrant compatibility of the Application with specific mobile devices or other hardware.

4. User Accounts

You may be required to register for an account (“Account”) to be able to access the certain services on the Application. In such event, you must complete the registration process by providing us with complete, truthful and accurate information which is not misleading. You will also be required to set up a password. If you are signing up for the Account on behalf of your employer, your employer shall be the owner of the Account, and you represent and warrant that you have the authority to bind your employer to our Terms of Use. We may assist to set up the said Account. In such event, you must inform us as soon as possible if there is any error or inaccuracy in your Account detail.

You are entirely responsible for maintaining the confidentiality of your password and account as well as for any and all activities that occur under the Account. Without prejudice to the foregoing, you are responsible for ensuring that all persons who access our Application through your Account accept these Terms of Use as well as other applicable terms and conditions, and that they comply with them.

You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any losses that you incur as a result of someone else using your password or Account. We have the right to disable or suspend any Account (in whole or in part), at any time, if you fail to comply with any of the provisions of these Terms of Use or if we suspect that you are in breach of these Terms of Use.

5. Third Party Services

The Application may be used to access certain software, services and content provided by third parties (“Third Party Services”). Your use of Third Party Services is at your own risk. Use of a Third Party Service may be subject to additional terms, conditions, and/or policies imposed by the third party. We assume no obligations with respect to any Third Party Services, and we make no representations or warranties with respect to them. The feature, functionality, or availability of a Third Party Service may change or be discontinued at any time and without notice. We have no liability for any information that you provide or authorise us to provide to a provider of a Third Party Service, or for such third party’s collection, use and disclosure of such information.

6. Creation and Monitoring of Self-funded Campaign

You may be able to create a campaign via our tool(s) which is made available on the Application PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the campaign. In the course of such creation, you may be required to indicate information such as the type of promotion and the proposed duration for the promotion. The type of promotion which you may choose from in the Form may be varied from time to time at the Company’s sole discretion.

By creating the campaign using our tool(s) on the Application, you accept the following additional general conditions:

• Where you are submitting any information via our Application or otherwise to us on behalf of your employer, you warrant that you are duly authorized to bind your employer to make such offer.
• Any information you input into our Application where required or otherwise provided to us must be complete, truthful, accurate and not misleading.
• Your intention to conduct campaign via our Application must be genuine and must not be conducted in a manner which may be misleading to the end consumers or users. You shall indemnify us in the event where we incur any losses or damages pursuant to the campaign you created via our Application.
• Depending on the type of campaign elected by you, the way in which we may facilitate the campaign may differ. You agree that it is your responsibility to review any and all information made available by us on the Application for information on how each type of campaign be facilitated on our systems. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating any campaign using our Application. By creating a campaign using our Application, you irrevocably agree to the way in which the campaign will be facilitated automatically via our systems.
• You shall be responsible to directly handle any complaints or enquiries from end users/consumers in respect of the campaign.
• In the event where you would like to end a campaign earlier than the duration which you have specified in the Application or if any of the item under the campaign has become out of stock prior to the expiry of the said duration, you must immediately indicate the same via our Application in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the campaign and remain responsible to handle any enquiries or complaints from end users/consumers on the same.
• Notwithstanding any provision otherwise and in any event, the successful creation of the campaign using the Application does not indicate our approval that the campaign is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the campaign is, and will be conducted, in accordance with the applicable law.
• While we do not supervise or monitor the campaign created by you, we reserve the rights to (but are not obliged to) cancel the campaign created by you via the Application.
• We may make available to you information relating to the campaign creating using our Application, such information is considered as part of the content of the Application and is subject to Clause 11 below.
• You must pay any and all costs and expenses in connection with the campaign in the manner as we may specify.
• You must notify us immediately if your Account has been used without your authorization to create a campaign or otherwise use any of the features on the Application or where any other breach of security has occurred. In such event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred under the campaign created using your Account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your Account.
• You agree that any discounted price payable to you by end users/consumers pursuant to the campaign you created may be rounded in accordance with our internal policies as we may update from time to time.

7. Intellectual Property Ownership

You acknowledge that all intellectual property rights in the Application and any content therein (including without limitation any feature or functionality of the Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Application) are vested in us. For the avoidance of doubt, any and all goodwill arising through the use of any of our intellectual property rights shall inure solely to our benefit. Without prejudice to any other provisions of these Terms of Use, this Application (including but not limited to all its content) is copyrighted and protected by worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in your use of this Application and to prevent any unauthorized reproduction of the content of this Application.

8. Your Submission of Content or Information

We do not claim ownership of any content or information that you upload on our Application or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such licence.

Via the Application, we may provide you with an option to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu). You acknowledge that any such content or information may be made available in real time to end customers via an application operated by us or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the end customers in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted by you to us (via the Application or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third party rights.

9. Personal Data

You agree and consent to the Company using and processing your personal data for the purposes and in the manner as identified in the Privacy Policy. Without prejudice to the foregoing, information which you have submitted to us for your registration as a merchant on our systems, which may include your personal data as described in the Privacy Policy, may be linked to the Account on this Application or in the course of carrying out services on this Application. You hereby give your consent to such transfer and storage of information for the purposes of facilitation of your business via our systems, and to facilitate your request to use our products and services in the Application. Your use of the Account and the Application may be monitored by us or a third party service provider to provide you with information on your business and Account.

10. Relationship

Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise with us. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms of Use shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole but these Terms of Use shall be modified, to the extent possible, by the adjudicating entity to most fully reflect the original intent of the parties as reflected in the original provision.

For the avoidance of doubt, this agreement does not give rights to any third parties. You cannot transfer your rights or obligations under this agreement without our consent.

11. Hyperlinks

For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

You must obtain our prior written approval if you wish to link to or make use of any content on our Application. For the avoidance of doubt, without our approval, you are not allowed to link or make use of any content on our Application for commercial purposes. In any event, notwithstanding that we have granted approval for the linking, you must not establish a link to our Application (a) in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or (b) in any website which prohibits such linking or will in any way prejudice or compromise our reputation or integrity. We reserve the right to withdraw linking permission without notice. Our Application must also not be framed on any other site.

12. The Content of the Applications

Without prejudice to any other provisions in these Terms of Use, we reserve the rights to vary, modify or remove any content on the Application without notice (including without limitation information relating to the availability of a product or service, product or service descriptions, pricing, promotions, offers, product shipping charges and transit time). In the rare event where any information on our Application contains any typographical errors, inaccuracies or omissions, we reserve the right to carry out measures such as (i) correcting the said errors, inaccuracies or omissions, (ii) changing or updating information; and/or (iii) canceling orders if any information provided to you (whether via this Application or other related website) at the time of your order is inaccurate or if we otherwise are of the view that it is appropriate to cancel your order (“Rectification Measure”), at any time without prior notice (including without limitation after you have submitted your order). Notwithstanding the foregoing, we undertake no obligation to update, amend or clarify information on our Application; or carry out any other Rectification Measure, except as required by law. For the avoidance of doubt, no specified update or refresh date as shown on the Application or on any related website, should be taken to indicate that all information on the Application or on any related website has been modified or updated; and we shall, in no event, be liable to you or any third party for any losses, damages or consequences arising from (i) any variation, modification or removal of the content on the Application; and (ii) any Rectification Measure taken.

13. Limitation of Liability

The Application, its content and any related service(s) is provided to you on an “as is” basis. We make no representations or warranties of any kind whatsoever, express or implied, in connection with the Application, these Terms of Use, the content or any related service(s) therein. Although we make reasonable efforts to keep the Application up-to-date, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. We shall not be liable for any direct, indirect or consequent loss arising from the modifications or amendments to the Terms of Use.

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, YOU AGREE THAT WE SHALL NOT BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, EXEMPLARY PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF: PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THIS APPLICATION; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APPLICATION, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; AND/OR (E) DAMAGES IN ANY MANNER RELATING TO ANY CONTENT. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL BASIS, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW AND WITHOUT PREJUDICE TO THE OTHER PROVISION OF THESE TERMS OF USE, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OF USE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE LOWEST OF (i) AN AMOUNT IN VIETNAMESE DONGS THAT IS EQUIVALENT TO ONE HUNDRED SINGAPORE DOLLARS (SGD $100.00), (ii) THE VALUE OF THE SUBJECT MATTER IN QUESTION; OR (iii) THE AMOUNT YOU PAID US TO USE OR ACCESS THE APPLICATION OR ANY OF ITS FEATURES OR FUNCTIONALITY IN THE PAST 12 MONTHS (IF ANY).

14. Suspension and Termination

These Terms of Use shall terminate when your relationship with us as a merchant on our systems is terminated. Such termination does not release either party from any liability which, at the time of such termination has already accrued to the other party or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this agreement.

You agree that we are entitled to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Application, or any portion of the Application (including access to your Account and/or the availability of any products or services), for any reason; (ii) to modify or change any applicable policies or terms; and (ii) to interrupt the operation of the Application or any portion of the Application (including access to your Account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes. For the avoidance of doubt, the said suspension or termination shall not require us to compensate, reimburse or cover any cost, damages or losses incurred by you.

Without prejudice to any other provisions and any other remedies available to us, in the event that you are found to be in breach of any of the terms stipulated in these Terms of Use and if we do take any legal action against you as a result of your violation of these Terms of Use, you agree that we shall be entitled to recover from you, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the Company.

15. Notices

You consent to receive any agreements, notices, disclosures and other communications relating to your Account and the services (collectively, “Notices”) from us electronically, including but shall not be limited to, by way of an e-mail or by posting notices on the Application. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.

For the avoidance of doubt, this consent to receive Notices is entirely separate from any election you may make with respect to receipt of marketing communications. Your options with respect to receipt of marketing communications are set forth in our Privacy Policy.

16. No Waiver

Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

17. Severability

If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms of Use shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use.

18. Governing Law and Dispute Resolution

Your use of this Application and these Terms of Use shall be governed by and construed in accordance with the laws of the country in which our services are provided to you (i.e. Singapore, Malaysia, Philippines, Indonesia, Vietnam or Thailand), without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Terms of Use or the Application shall be referred to the Vietnam International Arbitration Centre (“VIAC”), in accordance with the Rules of the VIAC as modified or amended from time to time (“Rules”) by a sole arbitrator appointed by the mutual agreement of you and the Company (“Arbitrator”). If you and the Company are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of VIAC in accordance with the Rules.

The seat and venue of the arbitration shall be Vietnam, in the Vietnamese language and the fees of the Arbitrator shall be borne equally by you and the Company, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.