GRABFOOD BUSINESS COOPERATION CONTRACT

This GrabFood Business Cooperation Contract (“Business Cooperation Contract”) is made and entered
into this day of by and between (“MERCHANT”; information listed below)
and GrabExpress, Inc. (“GRAB”), a company duly incorporated and validly existing under the laws
of the Philippines, with registered office address at 3rd Floor, Polar Center Bldg. cor. Cornell St.
Brgy. Wack Wack Mandaluyong City, Philippines (each, a “Party”; collectively, the “Parties”). Capitalized
terms used but not otherwise defined in this agreement shall have the meanings assigned thereto
in the attached Merchant General Terms and Conditions (“General T&C”).

The MERCHANT is engaged in food and/or beverage services, and hereby agrees to cooperate
with GRAB for the provision of GrabFood services on the GRAB mobile application (“Grab App”) under
the terms and conditions provided hereunder. In this Business Cooperation Contract, MERCHANT is
directly providing food and/or beverage services to customers whilst GRAB is providing an online platform
for the customers to purchase food and/or beverages offered by MERCHANT.

By executing and signing this agreement, MERCHANT agrees to comply with the provisions of the
Business Cooperation Contract and General T&C, which shall be deemed an integral part of this
agreement. Except as expressly provided in this agreement, the General T&C shall remain in full force and
effect in accordance with the terms and provisions hereof and is hereby ratified and confirmed by the
Parties hereto. In the event of any conflict or inconsistency between the terms and conditions of
this Business Cooperation Contract and the General T&C, the General T&C shall prevail.

MERCHANT Information:

Registered Company Name/Name: [Insert Details]

DTI/SEC Registration No.: [Insert Details]
Tax Identification No.: [Insert Details]
Registered Address: [Insert Details]
Authorized Representative: [Insert Details]
Phone No.: [Insert Details]
Email Address: [Insert Details]

Effective Date and Term:

Effective Start Date: [Insert Date]

Initial Term: [1 (one) year]
Renewal Term: 12 months (Auto renewal)

Service Fee:

Activation Fee: [Insert Fee]

Service Fee: MERCHANT agrees to pay Service Fee to GRAB in the

form of revenue sharing of 30% (inclusive of VAT) on the
food value for each order accepted by MERCHANT on
the Grab App.

Please confirm if MERCHANT is a Yes or No

withholding tax agent:

Delivery Fee per Order: [49PHP] (This may change due to surcharge)

GrabExpress, Inc. [MERCHANT]

Name: Name:
Title: Title:

APPENDIX 1
RESTAURANTS’ INFORMATION

No Restaurant Address Contact Tel. Opening IM / Mobile Bank Account

Name Person Hours Device Details (i.e.,
Model/IMEI Bank Name;
No. Account Name
& No;Swift
Code)
•
•
•
•
•
•
•
•
•
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ADDITIONAL REQUIREMENTS CHECKLIST

Corporations Sole Proprietorship

Compliance
Certificate of Incorporation / Amended Articles of
Incorporation issued by SEC
BIR 2303 / Business Permit / Mayor’s Permit
(of legal entity)
Signed MOA
2 Valid IDs of signatory authorized
representative (photo of front and back)
with address and date of birth
Articles of Incorporation (AOI) Latest
General Information Sheet (GIS)
Secretary's Certificate (If authorized
representative is not on the GIS)
Operations
Store front photos / Screenshots of Website
Photo proof of bank account details
Store details
(Appendix 1 – Merchant Fill-up Form)
Billing Advice
Training schedule with store managers and
finance representative
1 email account for daily/weekly reports
(include in store details)
1 Gmail account per store for app login
(include in store details)
Internet connection / data plan
Certificate of Registration issued by DTI
BIR 2303 / Business Permit / Mayor’s Permit
Signed MOA
2 Valid IDs of signatory/authorized
representative (photo of front and back)
with address and date of birth
Store front photos / Screenshots of Website
Photo proof of bank account details
Store details
(Appendix 1 – Merchant Fill-up Form)
Billing Advice
Training schedule with store managers and
finance representative
1 email account for daily/weekly reports
(include in store details)
1 Gmail account per store for app login
(include in store details)
Internet connection / data plan

[MERCHANT]
 Name:
Title:

MERCHANT GENERAL TERMS AND CONDITIONS

• DEFINITIONS AND INTERPRETATION

• Definitions

In this agreement, unless the context otherwise requires, the following expressions shall have the
following meaning:

“Account” means a mobile application account that GRAB creates on its online platform and provides for
MERCHANT through the Grab App for, inter alia, registration and operation on the terms and conditions
provided hereunder.

“Activation Fee” means the one-time, non-refundable activation fee at an amount or rate specified in the
Agreement to be paid or payable to GRAB by MERCHANT, in consideration for GRAB’s activation of the
Account for MERCHANT.

“Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common
control with such entity. For the purpose of this definition, “control” (including the terms
controlling, controlled by, and under common control with) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of an entity, whether through the
ownership of voting securities, by contract or otherwise.

“Agreement” means the Business Cooperation Contract, the General T&C and any amendments thereof.

“Business Day” means a day (other than a Saturday, Sunday, or public holiday) on which banks

are
open for general business in the Philippines.

“Confidential Information” means any information which concerns or relates to the following: (a)
confidential or proprietary information disclosed hereunder, in any tangible or intangible form, such as but
not limited to written, oral, visual, audio, those produced by electronic media, or through any other means,
that is designated as confidential or that by its nature or circumstances surrounding its disclosure, should
be reasonably considered as confidential; (b) any Personal Data as defined in this Agreement; (c) all End
User information (including but not limited to: viewing patterns, viewing details, quantity, time or duration of
usage of equipment or viewing of the content) and details (including but not limited to: contact details,
telephone numbers, network configuration, location information, billing name, billing amounts, credit
history and other payment details); (d) information of a commercial, technical or financial nature relating to
the Agreement, the Disclosing Party or any of its Affiliates (including but not limited to: all trade secrets,
know-how, show-how, patents research, development or technical information, confidential and
proprietary product or information, Intellectual Property Rights, business plans, operations or
systems, financial and trading positions); (e) details of customers, suppliers, debtors or creditors; (f)
Information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates; (g)
marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format
or media whether machine readable or human readable, including oral, written or other tangible
form and also includes information communicated or obtained through meetings, documents,
correspondence or inspection of tangible items.
“Disclosing Party” means either Party who discloses the Confidential Information under this
General
T&C.

“Delivery Partner” means the independent third-party service provider who provides or intends to provide
on-demand delivery or logistics services using the Grab App on a mobile device, has completed
the registration process, and is authorized and approved by GRAB and/or its Affiliates to deliver food
and/or beverage via GrabFood ordered by the End User.

“DPA Legislation” means the Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012,
its Implementing Rules and Regulations, and all the existing circulars and/or guidelines that have been
issued and shall be issued by the National Privacy Commission.

“Effective Date” means the date as set forth in the Business Cooperation Contract.

“End User” means a customer who uses GrabFood to order Meal from MERCHANT.

“Force Majeure” means any cause beyond a Party’s reasonable control affecting the performance by the
affected Party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder,
war or military operations, national or local emergency, acts or omissions of government, industrial
disputes of any kind (not involving the affected Party’s own employees), fire, flood, lightning, explosion,
subsidence, inclement weather, and acts or omissions of persons or bodies beyond the
reasonable control of the said Party.

“General T&C” means GrabFood Merchant General Terms & Conditions for Philippines as set
forth
herein.

“GRAB” means any Grab entity being a contracting party with MERCHANT under this Agreement, details
of Grab’s entity are as specified in the Business Cooperation Contract.
“Grab App” means the relevant mobile application(s) of GRAB and/or its Affiliates which enables
and facilitates any or all of the following: (a) an End User’s purchase of food and beverages from
MERCHANT; and/or (b) matching of MERCHANT with Delivery Partners in order for Delivery Partners to
perform delivery or logistics services.

“GrabFood” means one or more service offerings available on the Grab App which enables an End User to
order and pay for Meals provided by MERCHANT and to have such Meals delivered to End User by a
Delivery Partner.

“Intellectual Property Rights” means all intellectual property rights, including but not limited to: rights to
patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights,
and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential
or secret processes, trade secrets and confidential information, and any other protected rights and assets
and any licenses and permissions in connection therewith, in each case in any part of the world
and whether or not registered or registrable and for the full period thereof, and all extensions and renewals
thereof, and all applications for registration in connection with the foregoing.

“Meal” means any food and/or beverage made available by MERCHANT via the Grab App for purchase by
End Users.

“MERCHANT” means any restaurant partner who sells food, dessert and/or beverage and whose product
is made available via the GrabFood; details of the restaurant partner is specified in the Business
Cooperation Contract.

“Party” means each of MERCHANT and GRAB; collectively, referred to as the “Parties”.
“Personal Data” means (a) information that directly or indirectly identifies or can be used to
identify, contact or locate the End User to whom such information pertains (including but not limited to:
mobile phone number, email address and/or any necessary information for the benefit of providing the
Services subject to the terms and conditions of the Agreement); (b) information from which identification or
contact information of an individual person can be derived; (c) information regarding, such as but not
limited to: name, address, phone number, email address, other account information (to the extent
such other account information includes information described in subsections (a) or (b) above), or other
government- issued identifier, and credit card information; (d) any other information (including but
not limited to: a personal profile, unique identifier, biometric information and/or IP address) which if
associated or combined with the Personal Data, then such information shall also be considered the
Personal Data; and (e) any other personal information as defined under DPA Legislation.

“Receiving Party” means either Party who receives Confidential Information under the Agreement.

“Restaurants” means the restaurant(s), outlet(s), or other eating establishment(s) of MERCHANT

as
listed in Appendix 1 of the Business Cooperation Contract.

“Retail Price of a Meal” means the retail price of Meal as published on the Grab App.

“Services” shall have the meaning ascribed to it under Clause 4.1 of this General T&C which indicate the
works allocated for GRAB.

“Service Fee” means the amount as specified in this Agreement accounted on a percentage of the Retail
Price that GRAB is shared in this business cooperation model (the amount or rate of which is specified in
the Business Cooperation Contract) and to be paid or payable to GRAB by MERCHANT, in consideration
for the Services.

“Term” shall have the meaning ascribed to it under Clause 3 of this General T&C.

“Third-Party Claim” means commencement or threatened commencement of any action,

suit, proceeding, claim, arbitration, interrogation or litigation, whether civil or criminal, at Law or in equity,
made or brought by a third party (including but not limited to government agencies).

“VAT” means value added tax which is a tax on consumption levied on the sale, barter,
exchange or lease of goods or properties and services in the Philippines and on importation of
goods into the Philippines.

• Interpretation

The following rules shall apply unless the context requires otherwise:

• Headings are for convenience only and do not affect interpretation.

• The singular includes the plural, and the converse also applies.

• If a word or phrase is defined, its other grammatical forms have a corresponding

meaning.

• A reference to a Clause is a reference to a clause of this General T&C and/or

Business Cooperation Contract.

• A reference to an agreement or document (including a reference to this General

T&C and/or Business Cooperation Contract) is a reference to the agreement or
document (including its appendices) as amended, supplemented, novated, or
replaced except to the extent prohibited by this General T&C and/or Agreement or
other agreement or document.
 • A reference to “writing” includes any method of representing or reproducing
words, figures, drawings, or symbols in a visible or tangible form.

• A reference to a Party to this General T&C and/or Business Cooperation

Contract or another agreement or document includes the Party’s
successors, permitted substitutes and permitted assigns.

• A reference to legislation or to a provision of legislation includes a modification or

re-enactment of it, a legislative provision substituted for it and a regulation
or statutory instrument issued under it.

• Mentioning anything after “includes”, “including”, “for example”, or similar

expressions, does not limit what else might be included.

• Nothing in this General T&C and/or Business Cooperation Contract shall be

interpreted against a Party solely on the ground that the Party put forward this
General T&C and/or Business Cooperation Contract or any part of it.

• ENTIRE AGREEMENT

2.1 This Agreement consists of the commercial terms below and all of its appendices. This
Agreement shall be governed by the General T&C (and any other amendment(s) which
is/are made by GRAB from time to time) that is made available for MERCHANT’s review
at the time of registration of the Account on GRAB’s online platform for the purpose of
provision of MERCHANT’s food and/or beverage services through the Grab App.

2.2 This Agreement constitutes the entire agreement between the Parties relating to
the subject matter hereof, and supersedes all prior agreements,
correspondence, negotiations, representations, expressions of intention relating to the
subject matter hereof, whether in writing or oral between the Parties.

2.3 Any terms and conditions of MERCHANT in relation to Meal provided to the End User are
not part of this General T&C and/or Agreement, unless GRAB expressly agrees to
adhere to them in writing.

• TERM

3.1 This Agreement shall commence on the Effective Date as specified in the
Business Cooperation Contract and shall continue in force for the Initial Term (or other
period as may be mutually agreed upon by the Parties as specified in the Business
Cooperation Contract) unless this Agreement is terminated in accordance with Clause 11.

3.2 The Initial Term shall be automatically renewed for successive periods as specified in the
Business Cooperation Contract, unless either Party notifies the other Party of its intention
not to renew by written notice (including email) at least thirty (30) days prior to the end of
each Term.

• SERVICES AND ORDER EQUIPMENT

• In consideration of the Service Fee, GRAB shall (“Services”):

• make available to MERCHANT the Grab App and the Account in order to enable
and facilitate: (i) End Users’ purchase of Meals provided by MERCHANT;
(ii) MERCHANT’s access to on-demand delivery and logistics services by
the Delivery Partners and the matching of MERCHANT with such Delivery
Partners
 in order for Delivery Partners to perform delivery or logistics services in relation to
Meals sold by MERCHANT; and

• provide lead generation and other related arrangements in connection with sub-
clause (a).

• MERCHANT acknowledges that GRAB is only a technology company

providing GrabFood on the Grab App and that GRAB provides a platform for
MERCHANT to connect with Delivery Partners. As a platform provider, GRAB has
no obligation to process, prepare, and deliver Meals and GRAB shall not be involved in
any agreements, terms and conditions, or the rights and obligations between
the End User and MERCHANT. For the avoidance of doubt, GRAB does not
guarantee the quality and preparation of food, dessert, and/or beverage.

If GRAB receives any dispute arising out of or in connection with the safety and quality of
food, dessert, and/or beverage, and/or any disputes in relation to the MERCHANT’s
product provided to the End User through GrabFood on the Grab App, such dispute and
all relevant information shall be relayed by GRAB to MERCHANT, which shall
directly resolve such dispute with the End User. GRAB shall be free from any liability in
relation to such dispute/s except when the order subject of the dispute was
delivered by the Delivery Partner in an adulterated state caused by the negligence of the
Delivery Partner excluding willful acts.

• MERCHANT shall install any equipment reasonably necessary, if so required by GRAB, at

MERCHANT’s own costs, for MERCHANT to receive orders for Meals (including,
without limitation, a tablet, or other automated, electronic means of receiving
orders; “Order Equipment”). Any Order Equipment provided by GRAB will remain
GRAB’s sole property and shall be used solely for purposes related to the fulfillment of
MERCHANT’s responsibilities under this Agreement. In the event that the Agreement is
terminated by either Party or either Party notifies the other Party if its intention not to
renew, any Order Equipment must be returned by the MERCHANT to GRAB in full
working condition.

MERCHANT agrees to use any security procedures or protocols or access credentials as

requested by GRAB. MERCHANT shall not allow any third party to use the Order
Equipment or Grab App; copy, modify, rent, lease, sell, distribute, reverse engineer
or otherwise attempt to gain access to the source code of the Order Equipment or
Grab App; damage, destroy or impede the services provided through the Order Equipment
or Grab App; transmit injurious code; or bypass or breach any security protection
on the Order Equipment or Grab App. GRAB may restrict or rescind MERCHANT’s right
to use the Order Equipment or Grab App at any time. MERCHANT shall be
responsible for payment of replacement fee as specified in the Business
Cooperation Contract as damages for any loss or damage of the Order Equipment
(excluding those caused by the ordinary wear and tear) provided by GRAB due to
MERCHANT’s own fault or negligence.

4.4 MERCHANT shall be given a written notice before any change or amendment to
the
Services is implemented.

• PARTIES’ OBLIGATIONS

GRAB and MERCHANT shall perform their respective obligations as follows:

• GRAB’s obligations

• GRAB will present and keep updated on the Grab App the
Restaurants information and Meal information offered by MERCHANT to the
extent that such
 information and updates are communicated to GRAB by MERCHANT in a timely
manner in accordance with Clause 5.2(a).

• In the event MERCHANT does not provide GRAB with the necessary information
required pursuant to Clause 5.1(a), in accordance with Clause 5.2(a) below,
GRAB may obtain information and/or material in respect of
MERCHANT (including, without limitation, photos of any Meal offered or
menu) from the MERCHANT’S social media, websites, and/or marketing
collateral to be included in the Grab App and/or marketing collateral of GRAB
(the “Assets”). In this regard, MERCHANT acknowledges the use of its
Assets by GRAB for the purposes described herein.

• GRAB will ensure that order for a Meal placed by an End User via the Grab App is
communicated to the MERCHANT.

• To the extent permitted by law and as hereby authorized by MERCHANT, GRAB

may receive the End Users’ payments for such Meals as prepared and reimburse
such payments to MERCHANT on the terms and conditions hereunder.

• GRAB will facilitate the management of customer service and complaints of the
End Users and transfer the relevant information to MERCHANT for handling of
complaints initiated by the End Users.

• MERCHANT’s obligations

• MERCHANT shall provide GRAB with all information and updates on the
Restaurants and Meals as necessary to enable GRAB to fulfill its
obligations under Clause 5.1(a). Such information must be complete,
accurate and up-to- date at all times and includes but is not limited to:
MERCHANT’s menu, logo, images of Meals, prices, and MERCHANT’s company
particulars.

• Changes to the information provided to GRAB shall be communicated by

MERCHANT to GRAB immediately (and in any event no later than three
(3) Business Days after such change occurring). Notwithstanding the
foregoing, MERCHANT shall honour all Meal orders made in reliance of any
information (even if outdated) published on the Grab App.

• The MERCHANT guarantees that information and material (including

pictures) published on the Grab App relating to MERCHANT’s offering
satisfies all legal requirements, in particular, information requirements for the End
User protection. GRAB is not required to publish MERCHANT’s offering on the
Grab App before all relevant information has been provided by MERCHANT.

• MERCHANT shall verify any and all Merchant information published by GRAB,
including without limitation any Assets obtained by Grab from Merchant’s social
media, website, and/or marketing collateral as mentioned under Clause
5.2(b), and immediately notify GRAB of any mistakes, changes, or inaccuracies.

• MERCHANT shall indemnity and hold GRAB harmless from any

claims, demands, or actions taken by End User, regulatory or governmental
agency, or any third parties arising from the Restaurants and Meal information
published on Grab App being mistaken, inaccurate, or outdated due to
MERCHANT’s failure to fulfill its obligations under Clauses 5.2 (a), 5.2 (b), and
5.2(c) hereof.

• MERCHANT shall ensure that all prices of Meals offered on the Grab App are
identical to the prices offered by MERCHANT to customers through any
other
 platform, channel, or facility (including but not limited to: delivery platforms,
channels, or facilities of MERCHANT and/or third parties).

• If there is any change to MERCHANT’s business and/or operating licenses,

MERCHANT shall communicate such change to GRAB immediately (and in any
event no later than twenty-four (24) hours of such change).

• MERCHANT shall allow GRAB and shall assist GRAB in placing any marketing
materials relating to GrabFood and its related information, and any other
products and services provided by GRAB and/or its Affiliates if so required
by GRAB at the Restaurants’ premises or any other place of business
of MERCHANT, without any charge to GRAB.

• MERCHANT shall ensure that all information and material (including

pictures) published on the Grab App relating to MERCHANT, Restaurants and/or
Meals is in compliance with all legal and regulatory requirements.

• MERCHANT shall ensure that any and all information material

(including pictures) provided to GRAB does not violate any third party’s Intellectual
Property Rights. For the avoidance of doubt, the MERCHANT hereby consents to
GRAB’s use of its Intellectual Property Rights and grants GRAB the right to
use the MERCHANT’s menu, logo, images, prices, and its company identity on
the Grab App and other media means (including but not limited to images on
Instagram and Facebook).

• MERCHANT shall process all orders with all reasonable care and within a
reasonable time as soon as they are submitted by the End User. MERCHANT
shall prioritise orders made through GrabFood. Orders shall be fulfilled and be
ready for collection by the relevant Delivery Partner within the pre-agreed
timeframe.

• MERCHANT shall use best efforts to maintain sufficient inventory of

all advertised Meals at all times.

• MERCHANT shall ensure that, throughout all Meal menu operating hours,
the Order Equipment is turned on and kept online and available to receive
and process orders for Meals.

• MERCHANT shall ensure that all Meals offered are of high quality and
their storage, production and preparation comply with all relevant food safety
and other regulations. Any violations of such regulations shall be
notified by MERCHANT to GRAB immediately. MERCHANT shall be responsible
to handle and resolve all food safety complaints and issues raised by
End Users, regulatory or governmental agency, or any third parties (including, if
necessary, processing and satisfying claims under MERCHANT’s relevant
insurance policy/ies).

• MERCHANT shall take all necessary or desirable actions to facilitate

Delivery
Partners’ collection of Meals.

• MERCHANT shall ensure that it shall not sell illegal items or any items
that MERCHANT does not have permission or licence to sell or send
and/or use GrabFood and/or the Grab App for any illegal purpose
(including the transportation of drugs, doing any action being contrary to public
order and good morals).
 • The MERCHANT guarantees that it possesses all licenses required by prevailing
laws and regulations and that there are no pending criminal, bankruptcy or tax
proceedings or other outstanding penalties in relation to its business operations. If
MERCHANT learns of any criminal, bankruptcy or tax proceedings or other
outstanding penalties in relation to its business operations after the execution of
this Agreement, the MERCHANT shall immediately notify GRAB of
such proceedings within ten (10) days from such knowledge.

• MARKETING AND PUBLICITY

• The Parties may conduct marketing and advertising activities in relation to Meals as may
be mutually agreed upon by the Parties. Such activities may be through various channels
such as social media channels, websites or blogs. For avoidance of doubt, GRAB may, at
its own costs, provide promotion offers for the End Users to promote the business
activities and Services of the Parties provided hereunder.

• On an ongoing basis, MERCHANT shall share with GRAB its marketing calendar
and plans (including but not limited to the discounts and promotion details), for the
mutual exploration of marketing and advertising activities.

• Neither Party shall issue any press release or announcement or otherwise refer to the
other Party in any manner with respect to this General T&C and/or Agreement or
otherwise, without the prior written consent of such other Party.

• FEES AND CHARGES

• Activation Fee and Service Fee: In consideration of GRAB’s activation and provision of the
Services under this Agreement, GRAB shall charge MERCHANT an Activation Fee and
Service Fee. For the avoidance of doubt, MERCHANT is not allowed to charge any charge
(which is not shown on the Grab App) to the End User.

• Service Fee shall be paid on deduction from Meal payment basis. In particular, payment of
Meals shall be received by GRAB from the End Users and shall be paid to
MERCHANT (after the deduction of the Service Fee) no later than two (2) Business Days
after the date of the receipt of the order; provided, however, that MERCHANT has
submitted complete documentation required as listed in the Requirements Checklist
within three (3) months from date of activation.

For payment purposes, MERCHANT hereby expressly authorizes GRAB (with

substitution rights) to be the sole attorney in fact to collect Meal payments from the End
User for each Meal transaction.

• Delivery Fee: In no event shall MERCHANT charge delivery fees to the End User.

• Remittance to MERCHANT: GRAB shall remit to MERCHANT the total Meal

Payment earned by MERCHANT less the (a) Activation Fee (or a portion
thereof), until MERCHANT has paid the full Activation Fee, and (b) any refunds
given to End Users (such final remitted amount being the “Meal Revenue”). The
Meal Revenue will be remitted no later than two (2) Business Days. “Meal
Payment” shall mean the Retail Price of the Meal(s) sold by MERCHANT via the Grab
App (inclusive of VAT collected on MERCHANT’s behalf) less the applicable Service
Fee. For withholding tax agents, in particular, “Meal Payment” shall mean the
Retail Price of the Meal(s) sold by MERCHANT via the Grab App (inclusive of VAT
collected on MERCHANT’s behalf) less the applicable Service Fee plus the applicable
withholding tax, to wit:

Meal Payment = (Retail Price of the Meal - Service Fee) + withholding tax
 • Refunds to End Users: MERCHANT shall be responsible for all costs related to
reimbursement to End Users in the event any such End User(s) request/s a refund for or
raises a complaint in respect of any Meal(s) or part thereof (including, without limitation,
any costs associated with retrieving any such Meal(s), if applicable), for reasons that are
considered by GRAB in its sole discretion as reasonable and after reviewing with
MERCHANT (including but not limited to Meals being out-of-stock, missing Meal items,
MERCHANT being unable to fulfil all/part of an order, late preparation/late delivery
resulting from the late preparation, and health and safety issues with Meals), upon
(a) request by the End Users of refund or raising of a complaint by the End Users; or
(b) acceptance by the Delivery Partner of the request. GRAB may deduct refunds from the
payments made to MERCHANT under this General T&C and/or Agreement.

• Payment/Remittance Method: All payments and remittances under this Agreement shall
be effected through such payment/remittance arrangements as may be separately
agreed between GRAB and MERCHANT including, among others, GrabPay. For
this purpose, MERCHANT shall execute the GrabPay Merchant Addendum
attached as Appendix 1 to this General T&C.

• TAXES

• If applicable, MERCHANT shall be the “retailer” or “seller” of all Meals for the purpose of
any VAT and shall be the responsible party for collection and remittance of
applicable VAT. For the sake of clarity, the Retail Price for each Meal shall include VAT.
All fees under this Agreement shall be paid in Philippine Pesos.

• Each Party shall be responsible for its own taxes arising from the execution and
performance of its obligations under this Agreement except for VAT, withholding tax, and
stamp duty (if any) which shall be borne by MERCHANT.

• Any amounts under this Agreement will be payable without deduction or withholding for or
on account of any present or future taxes, duties or governmental charges of any
nature whatsoever imposed, levied, or collected by or on behalf of the government of the
Philippines, by or on behalf of any political subdivision or authority therein having power to
tax, unless such deduction or withholding is required by law.

• INTELLECTUAL PROPERTY

Subject to the terms and conditions of this Agreement, each Party (as the licensor or the licensee
who has a legitimate right to use and sub-license the Marks, as the case may be) (“Licensor”)
hereby grants to the other Party (and, in the case of GRAB, to its Affiliates) (“Licensee”) a limited,
non-exclusive and non-transferable license during the term of this Agreement to use such Party’s
respective Marks (as defined below), on a royalty-free basis, in the Philippines and for the sole
purpose of performing the Licensee’s obligations (including but not limited to marketing and
publicity in Clause 6) under this Agreement. For purposes of this Agreement, the term “Marks”
shall mean the trademarks, service marks, trade names, copyrights, logos, slogans, and
other identifying symbols and indicia of the applicable Party. All uses of a Party’s Marks by the
other Party will be in the form and format specified or approved by the owner of such Marks.
Except as expressly set forth herein, neither Party shall use the other Party’s Marks without
the prior, express, written consent of the other Party. All goodwill related to the use of a Party’s
Marks by the other Party shall inure to the benefit of the owner of such Marks. Except as expressly
set forth herein, neither Party shall be deemed to grant the other Party any license or rights
under any intellectual property or other proprietary rights.

• REPRESENTATIONS AND WARRANTIES

 Each Party acknowledges that the other Party has entered into this Agreement in full reliance of
the following representations and warranties:

10.1 Each Party has the capacity and power to enter into and perform and comply with the
obligations under this Agreement.

10.2 This Agreement constitute its valid and binding obligations and are enforceable against it
in accordance with the terms hereof.

10.3 Each Party’s execution of and/or performance of or compliance with its obligations under
this Agreement do not and will not violate (a) any laws to which it is subject; or (b) any
agreement to which it is a party or which is binding on it or its assets.

10.4 Each Party is not in default of any agreement to which it is bound which may materially
and adversely affect its financial condition or its ability to perform any obligations under
this Agreement nor are there any actions, proceedings, claims, litigation or
arbitration pending or threatened against it which may have a similar or analogous effect.

10.5 Each Party is in compliance with and holds all applicable licenses and permits required
under applicable law and regulation (including but not limited to food safety regulations).

10.6 Each person who represents and binds it to this Agreement is authorized to so represent
and bind it.

10.7 All content, media and other materials used or provided under this Agreement shall not
infringe or otherwise violate the Intellectual Property Rights of any third party. For
the avoidance of doubt, any Assets obtained by GRAB in accordance with Clause
5.1(b) above shall be deemed as content, media, and/or materials used or provided
by MERCHANT under this Agreement.

10.8 Each Party warrants that the representations and warranties in Clause 10.1 shall
continue to be true for so long as this Agreement subsists and any Service Fee remains
outstanding and unpaid and shall promptly notify each Party within ten (10) days in the
event any of the representations or warranties become untrue in any way or form.

10.9 Each Party undertakes that it shall not use this Service for any illegal purpose (including
but not limited to, transportation of drugs, doing any action contrary to public order and
good morals, infringement of any intellectual property and/or committing any fraud and/or
other illegal actions). If there is (i) any damage incurred by any Party due to the other
Party’s breach of this provision or (ii) if it appears or there is any reason to believe that
the spurious action will damage the aggrieved Party’s reputation or cause harm to other
persons, said Party shall be entitled to immediately suspend or terminate this Agreement,
without prejudice to other recourse that it may have under the law.

10.10 Each Party warrants and undertakes that it shall not violate its obligations under
DPA Legislation when dealing with any and all Personal Data received in connection with
this Agreement.

11. TERMINATION AND SUSPENSION

11.1 Either Party may terminate this Agreement upon giving written notice to the other Party, in
the event of a material breach by the other Party of this Agreement provided the non-
defaulting Party has notified the defaulting Party to remedy such breach and the breach is
not cured within thirty (30) days from such notice. If the defaulting Party fails to remedy
such breach within the given period, for any cause, the non-defaulting Party shall
be entitled to claim for any and all actual damages from such termination.
 11.2 Either Party may terminate this Agreement for any cause by giving to the other Party not
less than thirty (30) days’ written notice (including email) prior to the effective date of the
termination as specified in the notice. The Parties agree that it shall not claim any and all
actual damages from the Party who exercises its right to terminate under this Clause.

11.3 At any time, GRAB may, at its sole discretion and upon giving written notice (including
email) to MERCHANT, immediately terminate this Agreement or temporarily suspend the
Services iif:

• GRAB suspects that there is any unlawful, illegal and/or fraudulent act committed
by MERCHANT and/or its employees or agents;

• MERCHANT repeatedly receives substantiated negative reviews from the End

Users or complaints of failure to fulfil Meal orders; or

• MERCHANT is in violation of any food safety or other regulations relating to

Restaurants and/or Meals.

11.4 At any time, either Party may, upon giving written notice (including email) to the
other Party, immediately terminate this Agreement, if the other Party terminates or
suspends its business, enters into bankruptcy or insolvency proceedings or
other analogous proceedings, or becomes subject to any law, regulation or restriction
which prevents such other Party performing its obligations under this Agreement.

11.5 The termination of this Agreement shall not relieve or limit each of the Parties from its
obligations, responsibilities and liabilities accruing prior to such termination.

12. INDEMNITY

12.1 Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless
the other Party, its Affiliates and their respective directors, officers, employees and
agents (the “Indemnified Party”) from and against any and all claims, damages,
losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”)
with respect to any Third-Party Claim arising out of or related to: (a) the negligence or
willful misconduct of the Indemnifying Party and its employees or agents in their
performance of this Agreement; (b) any claims that the Indemnifying Party breached its
representations and warranties in this Agreement; (c) any claims that the Indemnifying
Party’s Marks infringe a third party’s Intellectual Property Rights, as long as such Marks
have been used in a manner approved by the Indemnifying Party; or (d) any breach
and/or non-compliance with applicable data protection laws. In addition, MERCHANT
shall indemnify, defend and hold harmless GRAB Indemnified Parties from and
against any and all Losses with respect to any Third-Party Claim arising out of or
related to any harm resulting from MERCHANT’s violation or alleged violation of any
applicable retail food or other health and safety code, rule or regulation, except to the
extent such harm was directly caused by the gross negligence or willful misconduct of
GRAB or its employees.

12.2 Notwithstanding anything else to the contrary, GRAB shall not be liable for any
consequential or other indirect damages (whether for loss of profit or otherwise), costs,
expenses or other claims for compensation except in respect of death or personal injury
caused by GRAB’s negligence, GRAB’s total liability arising at any time from the sale or
use of the product shall not exceed the purchase price paid for the product/service in the
preceding twelve (12) months. These limitations apply whether the liability is based on
contract, tort, strict liability, or any other contract term.
 12.3 GRAB cannot guarantee that its Services will be free from any malfunctions but will
exercise all reasonable endeavors to resolve any such case.

13. CONFIDENTIALITY

13.1 The Parties agree that during the Term of this Agreement, the Receiving Party
may receive Confidential Information from the Disclosing Party. The Receiving Party may
use the Disclosing Party’s Confidential Information solely to fulfil its obligations
and/or exercise its rights under this Agreement. The Confidential Information will be held in
strict confidence by the Receiving Party, and will not be disclosed to any third party (other
than its directors, management, officers, employees, auditors and professional advisors,
who have a need to know the Confidential Information for the purpose of this
Agreement), directly or indirectly, without prior written consent of the Disclosing Party,
during the Term of this Agreement or after the termination of this Agreement.

13.2 This obligation does not apply to information (a) that is already in the public
domain through no breach of confidentiality; or (b) that is required to be publicly
disclosed pursuant to applicable laws, regulations, rules, ordinances, orders of court, any
relevant government entities, supervisory authorities or the Securities and Exchange
Commission or judicial proceeding; or (c) that is disclosed to the public through no fault of
recipient or its agents acting on its behalf hereunder, or information that is disclosed to the
recipient by a third party not under a confidentiality obligation.

• Unless otherwise specifically and expressly authorized, each Party warrants that it shall
not use for its own benefit or to the detriment of the other Party, disclose, modify, publish,
reproduce, or reveal any Confidential Information it has received on account of this
Agreement to any third-party, non-employee, or any unauthorized person. Each
Party shall ensure the confidentiality of Confidential Information of the other Party.

• These confidentiality obligations shall endure within three (3) months after the expiry of
this Agreement and/or until the Confidential Information, whichever is later, enters
the public domain.

14. PERSONAL DATA

14.1 Both Parties herewith shall comply with their respective obligations as the Data User and
the Data Processor as required under DPA Legislation in connection with any Personal
Data in relation to this Agreement, including, but not limited to, (a) having in place
technical, organizational and physical security measures; and (b) recognizing the rights of
the Data Subject as provided under the DPA Legislation.

14.2 MERCHANT agrees to use, disclose, store, retain, or otherwise process Personal Data
solely for purposes of performing its obligations under this Agreement. MERCHANT shall
maintain the accuracy and integrity of any Personal Data provided by GRAB in its
possession, custody or control. MERCHANT agrees to retain Personal Data provided by
GRAB solely by using the software and tools provided by GRAB.

14.3 Immediately upon the termination of this Agreement, MERCHANT shall immediately
cease all processing of Personal Data shared and/or transferred by GRAB, and
safely destroy the Personal Data or arrange for the prompt and safe return to the
GRAB on suitable media of all copies of the Personal Data held in whatever form
by the MERCHANT or any third parties to whom MERCHANT disclosed such
Personal Data pursuant to this Agreement.

15. FORCE MAJEURE

 • Both Parties are released from responsibility to all obligations (except for payment obligation)
and delay of work as a consequence of Force Majeure. Force Majeure is defined as any
extraordinary circumstances which is unforeseeable, inevitable event and/or beyond
reasonable control of the affected Party including but not limited to: epidemic,
natural disaster, war, rebellion, aggression, sabotage, riot of mass, and
existence of governmental regulations in monetary affairs which directly influence
performance of this Agreement.

• If one of the Parties has delayed or is prevented from performing its obligations hereunder as a
result of an event of Force Majeure, it shall promptly notify the other Party in writing as
soon as possible after the occurrence of such an event of Force Majeure.

• If the Party who is suffering does not or neglects to notify the other Party, all losses, risks and
consequences which may arise shall be the burden and responsibility of the Party who
suffered from such Force Majeure.

• If the event of Force Majeure persists for a period exceeding sixty (60) (or other period as may
be mutually agreed upon by the Parties in writing) and both Parties had negotiated
in good faith and did not settle on a suitable resolution, then either Party shall be entitled
to terminate this Agreement by written notice to the other Party hereto.

16. SEVERABILITY

16.1 The invalidity or unenforceability for any reason of any part of this Agreement shall not
prejudice or affect the validity or enforceability of the remainder of this Agreement.

16.2 If further lawful performance of this Agreement or any part of it shall be made impossible
by the final judgment or final order of any court of competent jurisdiction, commission or
government agency or similar authority having jurisdiction over either Party, the Parties
shall forthwith use their reasonable endeavors to agree amendments to this Agreement so
as to comply with such judgment or order.

17. COSTS AND EXPENSES

Save as otherwise stated in this Agreement, each Party shall be liable for its own costs
and expenses in relation to the negotiation, preparation, execution and performance
of this Agreement.

18. ASSIGNMENT

Neither Party is entitled to assign or transfer its rights and/or obligations (either in whole
or in part) to any person, unless with the prior written consent of the other Party, except
that MERCHANT agrees that GRAB may assign and/or transfer any of its rights and/or
obligations under this Agreement to any Affiliate of GRAB without MERCHANT’s consent. In this
regard, the MERCHANT agrees to use its best efforts to provide necessary cooperation to GRAB
and take necessary or relevant action as requested by GRAB and it is agreed by the
Parties that such assignment and/or transfer of any of the rights and/or obligations under this
Agreement shall be legally effective.

19. NOTICES

All notices and communication in connection with this Agreement must be given by a Party
in person, or by courier, or by registered mail to the other Party in its address indicated
in the Business Cooperation Contract. Any Party may change its contact information set out
above by delivering notice thereof to the other Party. Communications shall be deemed given (a) if
sent by personal delivery or courier service, at the time of delivery; and (b) if sent by registered
mail, on
 the date indicated in the registry return cards. Following the procedure in clause (b) of
the immediately preceding sentence, each Party shall notify the other Party promptly upon
becoming aware that its electronic mail system or other electronic means of communication cannot
be used due to technical failure (and that failure is or is likely to continue for more than two (2)
business days). Until that Party has notified the other that the failure has been remedied,
all notices between the Parties shall be sent by courier or letter as provided hereunder.

20. COUNTERPARTS AND ELECTRONIC SIGNATURES

This General T&C and Business Cooperation Contract may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same General T&C and Business Cooperation Contract. The counterparts of
this General T&C and Business Cooperation Contract may be executed and delivered by
any electronic means (including email) by any Party and the receiving party may rely on the receipt
of such document so executed and delivered by any electronic means (including email) as
if the original had been received.

21. DISCREPANCIES

This Business Cooperation Contract, the General T&C and its amendment(s) (if any)
hereto constitute the sole and exclusive agreement between the Parties relating to the subject
matter hereof, and supersedes all prior agreements, correspondence, negotiations,
representations, expressions of intention relating to the subject matter hereof, whether in writing or
oral between the Parties. In the event of any discrepancies between this General T&C and the
provisions of the Business Cooperation Contract, the provisions of this General T&C shall prevail,
unless otherwise mutually agreed by the Parties.

22. AMENDMENT

Any and all terms and conditions of this General T&C and/or Business Cooperation
Contract may only be amended, modified or terminated by a written instrument signed by
MERCHANT and GRAB.

23. GOVERNING LAW AND DISPUTE RESOLUTION

• This Agreement shall be governed and construed in accordance with the laws of
the
Philippines.

• The Parties hereto mutually agree to use their best efforts to amicably resolve any
dispute or difference that may arise between the Parties hereto relating to this Agreement
or the operation or construction thereof or any matter or thing in any way connected with
this Agreement or the rights duties or liabilities of the Parties under or in connection with
this Agreement.

• In the event any dispute is not resolved within thirty (30) days from the date of receipt of
the complaint by one Party, the Parties agree to refer the dispute to the
Philippines Disputes Resolution Centre (“PDRC”), in accordance with the Rules of
Arbitration of the PDRC for the time being in force which rules are deemed to be
incorporated by reference in this clause. There will be three (3) arbitrators and the
language of the arbitration shall be English. The appointing authority shall be the
President of the PDRC.

24. MISCELLANEOUS

The terms of this Agreement shall be binding on the successors and assigns of the Parties.
25. REPLACEMENT OF PRIOR AGREEMENT

This Agreement supersedes and replaces in its entirety the GrabFood Merchant Agreement
(Concierge) entered between the Parties and all other understanding and representations of the
Parties, whether written or otherwise.

The replacement of the GrabFood Merchant Agreement (Concierge) shall be without prejudice to
the MERCHANT’s settlement of all outstanding invoices issued by GRAB under such previous
agreement on the due date and without the need of demand.

[MERCHANT]

Name:
Title:

APPENDIX 1

Merchant GrabPay Addendum

v201900008PH

Important – please read this Merchant GrabPay Addendum (“Addendum”) carefully. The terms of this
Addendum stated herein constitute a legal agreement between you (“You”, the “MERCHANT”) and GPay
Network PH Inc. (the “Company” or “GRAB”). The provisions of the Terms of Use for GrabPay Users in
the Philippines (the “Terms of Use”, a copy of which may be accessed at the following link:
https://www.grab.com/ph) form part of and are hereby incorporated into this Addendum. Where
such terms conflict, the provisions of this Addendum shall take precedence.
You agree that you have read, understood, accepted, and agreed with the GrabPay Terms of Use as well
as the terms of this Addendum. If you do not agree to the Terms of Use or the terms of this Addendum and
wish to discontinue using the Service, please do not continue using or allowing Grabpay as a
payment method for your business.

Terms and Conditions:

• MERCHANT agrees:-

• to permit the Company and/or any of the Company’s affiliates to use its
name/logo/image/trademark(s) for purposes of their marketing efforts for GrabPay,
including promotions in the Grab App, marketing materials or in any other channel
of
 communication via the internet or other medium. MERCHANT also agrees that where it
has provided the Company and/or any of the Company’s affiliates with the
name/logo/image/trademark(s) belonging to any third party to be used for purposes
of advertising/marketing efforts, MERCHANT has the required permission from such
third party.

• that the Company’s liability to MERCHANT in relation to the use of Merchant GrabPay
Wallet shall be limited to the value of the balance of MERCHANT GrabPay Wallet.

• MERCHANT warrants to the Company that it is in compliance with all applicable laws, including
business registration, tax, and has all necessary licences in place for the operation of its
business.

• Any information and data provided by the Company to MERCHANT and used by MERCHANT
directly or indirectly in the performance of this Addendum shall remain at all times the property of
the Company. It shall be identified, clearly marked and recorded as such by the Company on all
media and in all documentation. MERCHANT shall take all reasonable precautions to preserve the
integrity and confidentiality of such data and information and prevent its corruption, damage,
destruction, or loss or leakage. In the event of termination of this Addendum, when directed to do
so by the Company, MERCHANT shall (and shall instruct its affiliates, agents and subcontractors
to) erase all information and data provided by the Company and all copies thereof from its data
storage systems. MERCHANT agrees to comply and have adequate measures in place
to ensure that its staff comply at all times with the provisions and obligations contained in the Data
Privacy Act of 2012 and such other applicable consumer protection legislation, as such
legislations are amended from time to time. All personal data acquired by MERCHANT from the
Company shall only be used for the purposes of this Agreement and shall not be further
processed or disclosed without the consent of such end-user and the Company.
MERCHANT shall indemnify the Company for any costs, fines, claims or expenses resulting from
any breach of this clause.

Additional Terms:

• MERCHANT agrees to offer GrabPay as a payment option, and acknowledges that, in order to
receive monies from GrabPay Users (the “Service”), MERCHANT may be required by GRAB to
download to MERCHANT’s mobile device and operate such Grab applications allowing the use of
a digital wallet and such accounts established with GRAB, from the Apple AppStore, or
the Google PlayStore as applicable.

• Where MERCHANT accepts GrabPay Credits as payments from GrabPay Users, Grab may (i)
impose a reserve of a defined percentage of the balance payable and due to MERCHANT,
in consideration of chargebacks, reversals and fraudulent transactions (if and as applicable); or (ii)
delay or suspend payment subject to GRAB’s completion of satisfactory checks (including anti-
money laundering and countering the financing of terrorism). Such reserve, delay or suspension
shall be notified to MERCHANT as soon as practicable.

• The Company agrees that the Service shall be provided to MERCHANT on the basis of a
Merchant Discount Rate, being a percentage, variable at the Company’s discretion, of the total
value of transactions received into the Merchant GrabPay Wallet. Such Merchant Discount Rate
 shall be what is indicated in the table below unless otherwise changed by mutual agreement of
both parties.

• MERCHANT agrees:-

• that in the event a Merchant Wallet is opened for MERCHANT, its balance held in the
GrabPay Wallet may not exceed the defined limit required by law as stipulated by GRAB
on its website. In the event that the balance of the Merchant’s GrabPay Wallet
approaches the defined limit, the Company will implement measures to expedite
the removal of funds from the Merchant GrabPay Wallet. The Company will
notify MERCHANT of any changes in the defined limit providing no less than ten (10)
business days’ notice thereof. For the avoidance of doubt, the defined limit does not apply
to the Company’s accounts payable linked to the use of the Merchant App and/or the
Merchant GrabPay Wallet, whereby the settlement to MERCHANT’s designated bank
account is set on a daily basis or other settlement terms as may be determined by the
Company from time to time.

• that the Company may, at its discretion, impose restrictions on withdrawals (such as a
minimum quantum for withdrawals) or charge fees for such withdrawal.

• All amounts payable under this Agreement shall be considered as inclusive of all fees,
taxes, including value added tax (“VAT”), and all other liabilities to the government arising
from or in connection with this Agreement. In the event a Party is required to withhold tax
and remit the same to the Bureau of Internal Revenue, a Party shall deduct the tax from
payments made to the other Party. The withholding Party shall furnish the other Party with the
certificate of withholding tax within five (5) days from the end of each quarter.

SIGNED IN AGREEMENT TO THE ABOVE:

-------------------------------

Name / Title:

Merchant:

Date:
Merchant Information
Company Name:

Company Tax
Identification Number:

Company Registered
Office Address:

Owner/Managing
Director/ Person-In
Charge:

Company Trading Name:

Contact Person:

Phone Number:

Website:

Email Address:

Merchant Discount Rate

MDR %
Settlement Currency PHP
Additional Details
Merchant Bank Account Information
Account Owner:
Account Number:
Bank Name:
Currency PHP

Multi-Locations
Address Postal Code Telephone
Number

1.

Email:
2.

3.

4.

5.

6.

7.