Standard Marketplace Agreement Aug 2023

Grab Marketplace Agreement
This Grab Marketplace Agreement is (“Agreement”) made on 2023 (“Effective Date”) by and
between the Merchant whose name and particulars are described below (“Merchant-Partner”) and Myteksi Sdn. Bhd.
(Company No.: 953755-D), whose registered address is SO-26-02, Menara 1, No. 3 Jalan Bangsar, KL Eco City, Kuala Lumpur,
59200 Wilayah Persekutuan, Malaysia(“GRAB”).
This Agreement consists of the Appendices and the Terms of Services as set out in https://www.grab.com/my/terms-policies/
which shall be taken, construed and read as an essential part of this Agreement. In the event of any conflict or inconsistency, the
inconsistency shall be resolved by giving precedence in the following order:
(a) Appendix 2 – General Terms and Conditions;

(b) Terms of Service as listed in https://www.grab.com/my/terms-policies/transport-delivery-logistics/;
(c) Appendix 3 –Merchant-Partner GrabPay Addendum;
(d) Appendix 4 – Terms and Conditions for PayLater for GrabMart and GrabFood Merchant-Partners;
(e) Appendix 1 – Commercial Terms and Merchant-Partner Stores/Outlets Details; and
(f) Merchant-Partner Details.
In the event of inconsistency or conflict between the English version and the translated Bahasa Melayu version of the Agreement,
the former shall prevail.
MERCHANT-PARTNER DETAILS
Merchant-Partner information
Company Name (SSM) MAR KEK BATIK ENTERPRISE
Company Registered Number 201803277607 (002867710-X)
Company Registered Address

NO 8 JALAN 3/6E, SEKSYEN 3,
43650, BANDAR BARU BANGI, Selangor
Annual Turnover [ / ] Below RM100,000 annually

(Please tick the appropriate range) [ ] Between RM100,000 to RM500,000 annually
[ ] Between RM500,000 to RM1,000,000 annually
[ ] Between RM1,000,000 to RM5,000,000 annually
[ ] Above RM5,000,000 annually
Person In Charge Name First Name: MOHD MARWAN BIN AHMAD SHAZALI
Last Name:
Person in Charge Contact Number 0182866654
Person in Charge Email
(for email communications, app snackville.mgtc@gmail.com
log in to view all store(s) detail
within the same legal entity &
password recovery)
Finance Email (To send invoice, snackville.mgtc@gmail.com

limited to only 1 email)
Authorized Representative
If company is SSM registered: Only Director as per stated in SSM
If company is not SSM registered: business owner
Full Name MOHD MARWAN BIN AHMAD SHAZALI

Identification Card (IC)/Passport 890920885049
No. (Foreigner)
Contact number mullen_wave@yahoo.com
Email 0182866654
Designation (If company is not *Please tick the appropriate answer
registered as a SSM entity) [ ] Business Owner
[ ] Other (Please Specify)_____________
Last Modified: 15 August 2023 1

Ultimate Beneficial Owner (Only applicable if different from Authorized Representative)**
Full Name
Identification Card (IC)/Passport
No. (Foreigner)
Contact number
Email
Settlement Information
Bank Name CIMB BANK
Bank Account Number 8009486699
Bank Account Holder Name MAR KEK BATIK ENTERPRISE
ID of Bank Account Holder (ie. 201803277607 (002867710-X)
SSM ID, IC, Passport)
SST Registered Yes/No
SST Number (If applicable)
By the executing of this Agreement:
(i) the Merchant-Partner acknowledges its acceptance of the terms and conditions, including its Appendices contained
herein and the Terms of Service which represents and warrants that the Merchant-Partner’s execution and delivery
of this Agreement to Grab has been duly authorized by all necessary corporate or other action on the part of
Merchant-Partner; and
(ii) The Merchant-Partner agrees that the Merchant-Partner shall automatically be signed up and registered with a
GrabExpress Web Portal Access. For avoidance of doubt, in order for the Merchant-Partner to activate the
GrabExpress Web Portal Access, the Merchant-Partner shall agree to the Terms of Services for GrabExpress as
stated in https://www.grab.com/my/terms-policies/transport-delivery-logistics/.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
For and on behalf of For and on behalf of

MYTEKSI SDN BHD MAR KEK BATIK ENTERPRISE
_______________________
Name: Tan Jiong Jian _____________________ [890920885049]
Title: Director, Commercial & Partnerships Name: MOHD MARWAN BIN AHMAD SHAZALI
Title: DIRECTOR
Signed Date:

Appendix 1
COMMERCIAL TERMS
1. Initial Term: One (1) year from the Effective Date

2. Renewal Period(s): One (1) year for each renewal (Automatic renewal basis in accordance with Clause
3 of the General Terms and Conditions)
3. Service Fee: Standard Merchant-Partner Rate
Service Fee – Charged on Before Service Tax (ST) After Service Tax (ST)
final Retail Price of each order (2
decimal place)
Grab Food Delivery Service Fee 30.00% 31.80%
(If applicable)
AND
Self Pick-Up Service Fee (If 15.00% 15.90%
applicable)
Scan To Order Service Fee (If Cashless Transactions: N/A Cashless Transactions: N/A
applicable) Cash Transactions: N/A Cash Transactions: N/A
Grab Online Shop Service Fee N/A N/A
Grab Mart Delivery Service Fee N/A N/A
(If applicable)
AND
Self Pick-Up Service Fee (If N/A N/A
applicable)
GrabPay MDR (for physical 1.00% N/A
POS ie QR Codes)
PayLater Factoring Fee (for PayLater Postpaid: N/A N/A

physical POS ie QR Codes) PayLater Instalment: N/A
Dine-in Voucher Service Fee N/A N/A
4. Activation Fee amount: (Waived) RM300 (To be deducted from Merchant-Partner’s actual revenue after
achieving a threshold of RM5,000 for each outlet respectively
5. Merchant-Partner to indicate “X” in only one of the acknowledgement fields below:
[X] The Merchant-Partner have an Android Device to begin operations on the Grab platform
[ ] The Merchant-Partner will source for an Android Device to begin operations on the Grab platform
The Merchant-Partner agrees that Grab reserves the right to automatically un-pause their outlet(s)
within 2 weeks post the Merchant-Partner’s activation date on the platform. Steps and guides on how
to un-pause the stores will be provided to the Merchant-Partner on the same day as the store activation
date in the event the Merchant-Partner would like to un-pause their outlet(s) in advance.
6. Stores/ Restaurant/ Outlet: as listed in Store Details (may be changed with written approval of GRAB).
7. Merchant-Partner shall guarantee that all Retail Prices of Goods offered on Grab App are substantially similar to
the prices offered by Merchant-Partner to End Users through its own platform, channel or facility, apart from
Retail Prices of Goods offered via Scan To Order which shall be subject to the terms specific to Scan to Order set
out hereinunder.
8. PayLater Minimum Spend: In order to use PayLater Postpaid and/or Instalment (for physical POS and or
GrabFood and/or GrabMart service), End User must spend at least: [RMXX / Not applicable].
9. Grab reserves the right to adjust the Dine-in Voucher Service Fee from time to time, as notified by Grab
through written or electronic communication such as email, Grab In-App notification, letter or memo, not
less than fourteen (14) days prior to such implementation. Any changes to the Dine-in Voucher Service
Fee will be deemed to be accepted by the Merchant-Partner unless the Merchant-Partner notifies Grab
of any objection in writing within seven (7) days of the date that Grab informs the Merchant-Partner or
sends the Merchant-Partner notification of the change.
10. Unless specified otherwise, in case of any modifications to the Commercial Terms mentioned herein,
including the applicable service fee, clause 23 of Appendix 2 shall apply.

NOTE TO MERCHANT-PARTNER:
The following documents of Merchant-Partner must be provided to GRAB:

1. Copy of Business Documents - Form 9,24,49
(SSM must be current within 6 months printed date and not expired)
2. Copy of identification card (IC) / passport of the director – (must have a minimum of 25% share on SSM (Colour, Front, and
Back)
3. Copy of Bank Account Statement Header
* For Company bank account (ensure copy of Business ID number and Name belongs to the bank account)
***For Personal bank account (ensure copy of IC/Passport number and Name belongs to the bank account)
4. Copy of Brand Logo (JPEG)
5. Copy of Store Front Photo
6. Copy of In-Store Menu with Price
7. Gmail Email Address (Unique gmail for each outlet for Device Log In)
8. Hero image (Picture of star product representing restaurant brand)
9. Copy of Business License (If applicable)
10. Copy of Halal Certification (If applicable)
11. Copy of SST Certification (If applicable)
12. Copy of Insurance Policy (If applicable)
View sample : https://grb.to/gfsampledoc

STORES/OUTLET DETAILS
Outlet Name Mysnackville Coffee @MGTC

Grab Services Applicable Delivery [ / ]
** please tick for applicable service for the Scan To Order [ ]
outlet Scan To Order Payment Method:
Cashless & Cash [ ] Cashless only: [ ]
Outlet Address
MGTC, No 2, Jalan 9/10
43650 Bangi Selangor
Outlet Operation Hours

08:00-17:00 (Closed on Sunday)
Outlet Contact Number 0182866654
In Store Service Charge (If applicable) N/A
Outlet Email (Cashier purposes)

*Note that the username used for logging snackville.mgtc@gmail.com
into the app for this specific outlet would
be based on the email provided here. The
recovery email for cashier profile reset
will also be sent to this email
Outlet Manager Name First Name: Mohd Marwan
Outlet Manager Mobile Number 0182866654

Outlet Manager Log In Email
mullen_wave@yahoo.com
*May be the same as the Outlet Email
provided above. Note that the username
used for logging into the app for this
specific outlet would be based on the
email provided here. The recovery email
for outlet manager profile reset will also
be sent to this email
Instructions for Delivery Partners to
Kedai di belakang Masjid Al-Hasanah
locate store

Outlet Name
Grab Services Applicable Delivery [ ]
Outlet Address
Outlet Contact Number


*Note that the username used for logging
Outlet Manager Name First Name:
Outlet Manager Mobile Number

locate store

Outlet Name
Grab Services Applicable Delivery [ ]
Outlet Address
Outlet Contact Number


*Note that the username used for logging
Outlet Manager Name First Name:
Outlet Manager Mobile Number

locate store

APPENDIX 2
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following
meaning:
“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 Commercial Terms (to which these General Terms and Conditions are appended) and all
Appendices thereto and any amendments hereto as the same may be amended, varied, modified or supplemented by
the GRAB in writing from time to time;
“Business Day” means a day (other than a Saturday or Sunday or public holiday) on which banks are open for
general business in Malaysia;
"Card" means a credit card or debit card issued by a bank or financial institution or any other person acceptable to
GRAB;
“Commercial Terms” mean the commercial terms and conditions indicated under the heading “Commercial Terms” in
this Agreement;
“Confidential Information” means any information having been designated in writing to be confidential or proprietary
or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise
by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all subscriber
information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of
the content), details (including contact details, telephone numbers, network configuration, location information, billing
name, billing amounts, credit history and other payment details), information of a commercial, technical or financial
nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how,
show-how, patents research, development or technical information, confidential and proprietary product or information,
Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of
customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing
Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of
form, format or media whether machine readable or human readable, including written, oral or tangible form and also
includes information communicated or obtained through meetings, documents, correspondence or inspection of
tangible items;
“Content Material” means product information, text, images, and any other relevant and/or legally required
information relating to the listing of Goods on Grab Platform and/or otherwise in connection with Grab Marketplace,
including without limitation the Data, third party and Merchant-Partner 's trademarks and other Intellectual Property
Rights related materials;
“Demand Generation” means the application, platform or other channel through which an End User placed an order
for Goods;
“Delivery Partner” means the independent third party service provider who provides or intends to provide on-demand
delivery or logistics services using the Grab Platform/ Grab App on a mobile device and has completed the registration
process, and is authorised and approved by GRAB and/or its Affiliates to deliver food and/or beverage via GrabMart/
GrabFood ordered by the End User via the Grab Platform;
“Dine-in Voucher” refers to the voucher(s) (electronic or otherwise) purchased by the End User via the Grab Platform, which
voucher(s) may subsequently be redeemed for dine-in and/or takeaway (where dine-in does not apply) by the End User at one (1)
or more Stores (subject to certain stipulated terms and conditions). Dine-in Voucher is a form of Good(s).
“Disclosing Party” means either Party who discloses the Confidential Information under this Agreement;
“End User” means a customer who uses GrabMart / GrabFood to order Goods from the Merchant-Partner;
“End User Terms and Conditions” means the terms which governs the terms of use for GrabMart / GrabFood customers as
listed in https://www.grab.com/my/terms-policies/transport-delivery-logistics/ ;
“Failed Delivery” means an order that is cancelled for unsuccessfully execution due to: i) the delivery address (either physical or
email) provided by the End User or by GRAB being incorrect; ii) where acceptance of delivery of the Goods is required, the End

User being unable to accept the Goods; iii) where the Goods is a physical product, the End User refusing to accept the delivery of
the Goods in accordance with the Policies; or iv) where the End User remain uncontactable after various attempts (the number of
delivery attempts will be determined by the relevant carrier).
“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;
“GRAB” means the entity as specified in the Commercial Terms;
“Grab Platform” means the relevant mobile application e.g. “Grab App”, web-based platform(s) including but not
limited to the web-based-platform(s) referred to by GRAB as “Grab Online Shop” and/or other platforms that GRAB
and/or its Affiliates own and/or operate for the purposes of Grab Marketplace and Services which enable and facilitate
any or all of the following: (a) an End User’s purchase of the Goods from the Merchant-Partner; (b) matching of the
Merchant-Partner with the Delivery Partners in order for Delivery Partners to perform delivery or logistics services; (c)
End User’s review and feedback to the Goods and/or the Merchant-Partner or (d) such other enablement or facilitation
as GRAB and/or its Affiliates deem fit. “Grab Platform” and “Grab App” shall be used interchangeably.
“GrabExpress” means one or more service offerings available on GrabApp which enables an End User to have an
item delivered by a Delivery Partner to a designated place;
“GrabExpress Portal Access” means a GrabExpress access granted by GRAB, where Merchant-Partners shall be
given accounts for their usage;
“GrabFood” means one or more service offerings available on the Grab App which enables an End User to order and
pay for meals from Merchant-Partner and to have such meals delivered to End User by a Delivery Partner;
“GrabMart” means one or more service offerings available on the Grab App which enables an End User to order and
pay for products from Merchant-Partner and to have such product delivered to End User by a Delivery Partner;
“Grab Marketplace” means one or more service(s), platform(s) or marketplace(s) (including but not limited to
GrabFood and GrabMart) available on the Grab Platform which enables an End User to order and pay for the Goods
from the Merchant-Partner and/or, as the case may be, to have such Goods delivered or picked-up via (i) Grab
Marketplace Delivery; or (ii) Self Pick-Up;
“Grab Marketplace Delivery” means delivery of the Goods to End User by the Delivery Partner. For the avoidance of
doubt, Grab Food Delivery and Grab Mart Delivery as specified in the Commercial Terms shall fall under the definition
of Grab Marketplace Delivery;
“Grab Marketplace Delivery Fee” means the delivery fees that is payable by the End User to GRAB for transmission
to Delivery Partner for Grab Marketplace Delivery;
"Grab Geo Data" means any point of interest data including but not limited to latitude, longitude, address and place
name provided by Grab to Merchant-Partner relating to the End User's order;
“Grab Personal Data” means Personal Data which Grab or its Affiliates discloses to the Merchant-Partner or which
the Merchant-Partner processes on behalf of Grab for purposes of this Agreement;
“Goods” means one (1) or several products and/ or meals (i) owned and offered for sale by the Merchant-Partner; or
(ii) which the Merchant-Partner has full rights to offer for sale, via the Grab Platform / Grab App for purchase by End
User;
“Inadequate Goods” means an incomplete order of Goods to be sold by the Merchant-Partner to the End User;
“Intellectual Property Rights” mean all intellectual property rights, including but not limited to rights to patents, rights
in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of
intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade
secrets and confidential information, and any other protected rights and assets and any licences and permissions in
connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full
period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the
foregoing;
“Listed Items” means all Goods including the Retail Price as listed in GrabMart / GrabFood;
“Merchant-Partner” means the Merchant-Partner whose particulars are as specified in the Commercial Terms. For
avoidance of doubt, “Merchant” and “Merchant-Partner” shall be used interchangeably;

“Minimum Suspension Period” means a period of 60 days of which GRAB is allowed to suspend payment to the
Merchant-Partner;
“Scan To Order” or “STO” (previously referred to as “Order At Table” or “OaT”) refers to the End User placing an
order via the Grab Platform/ Grab App for the Goods for the purposes of dine-in at the Restaurant. STO is facilitated
via a feature in the Grab Platform (as may be made available by GRAB from time to time) which facilitates the End
User placing a dine-in order for the Goods with the Merchant-Partner. The term “Scan To Order” or “STO” and “Order At
Table” or “OaT” shall be used interchangeably;
“Party” means each of Merchant-Partner and Grab (and collectively, referred to as the “Parties”);
“Personal Data” means (a) information that directly or indirectly identifies or can be used to identify, contact or locate
the End User to whom such information pertains (including but not limited to mobile phone number, email address
and/or any necessary information for the benefit of providing the Services subject to the terms and conditions of this
Agreement), or (b) information from which identification or contact information of an individual person can be derived
(c) information regarding, such as but not limited to, name, address, phone number, email address, other account
information (to the extent such other account information includes information described in subsections (a) or (b)
above), or other government-issued identifier, and credit card information and (d) any other information (such as, but
not necessarily limited to, a personal profile, unique identifier, biometric information and/or IP address) which is
associated or combined with the Personal Data, then such information shall also be considered the Personal Data;
“Policies” any rules, guidelines, terms and conditions including but not limited the End User Terms and Conditions
or the use of the Service or Grab Platform /Grab App, as they may appear on www.grab.com, the Grab Platform or be
communicated from time to time by GRAB;
“Receiving Party” means either Party who receives the Confidential Information under this Agreement;
“Retail Price” means the retail price of the Goods as published on the Grab Platform / Grab App, which shall be
inclusive of Service Tax and or any other prevailing taxes, and excludes any coupons or other discounts provided by
GRAB to the End Users. For avoidance of doubt, Merchant-Partner agrees and authorises Grab to charge the
Service Fee on the Retail Price before any coupons, discounts or any promotions, unless otherwise agreed by Parties;
“Self Pick-Up” refers to the takeaway or self pick-up by End Users of the Goods from the Merchant-Partner. Self
Pick-Up is facilitated via a feature in the Grab Platform/ Grab App (as may be made available by GRAB from time to
time) which facilitates the Merchant-Partner’s takeaway services by enabling the Merchant-Partner to make available
the Goods for self pick-up by the End User themselves, where the End User elects to take up such Self Pick-Up option
on the Grab Platform/ Grab App;
“Services” shall have the meaning given to it under Clause 4.2;
“Service Fee” means the service fee (the amount or rate of which is specified in the Commercial Terms) to be paid or
payable to GRAB by Merchant-Partner, in consideration for the Services;
“Service Tax” means tax as listed in Service Tax (Amendment No.2) Regulations 2019;
“Stores”, “Outlets” or “Restaurants” means the respective restaurant, mart, shops or business premises (whether
brick-and-mortar or otherwise) of the Merchant-Partner as listed in Appendix 1 of this Agreement;
“Terms of Service” means https://www.grab.com/my/terms-policies/transport-delivery-logistics/ and;
"Transaction Records" means the transaction records of End Users who utilise GRAB’s Services and which End
Users shall be permitted to view, retain and retrieve, in such form as determined by GRAB in its sole discretion.
2. ENTIRE AGREEMENT
2.1 This Agreement, Appendix and Terms of Service as listed in

https://www.grab.com/my/terms-policies/transport-delivery-logistics/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.
2.2 Any terms and conditions of the Merchant-Partner in relation to the Goods provided to the End User are not
part of this Agreement unless GRAB expressly agrees to adhere to them in writing.
2.3 Parties recognise that amendments to this Agreement may be approved from time to time hereafter. All
extensions, addendums, amendments or additions to this Agreement, if any, shall be deemed to be made
pursuant to this Agreement and accordingly, shall be subject to the terms and provisions hereof.

3. TERM
3.1 Subject to Clause 14:
3.1.1 this Agreement shall be effective throughout the Initial Term (as specified in the Commercial Terms);
and
3.1.2 this Agreement shall automatically renew for the successive Renewal Period (as specified in the
Commercial Terms) after the end of each continuous Renewal Period unless expressly provided
otherwise in the Commercial Terms.
4. SERVICES AND ORDER EQUIPMENT
4.1 GRAB shall not be involved in the actual transaction between Merchant-Partner and End Users. The
Merchant-Partners positions itself as the legal owner and authorized vendor, and ensures the sale is legally
authorized and are able to fulfil all of the sale and after sale obligations applicable by law and regulations.
4.2 In consideration of the Service Fee, GRAB shall:
4.2.1 make available to Merchant-Partner the Grab App in order to enable and facilitate: (i) End Users’
purchase of Goods from Merchant-Partner; (ii) where Grab Marketplace Delivery is applicable,
Merchant-Partner’s access to on-demand delivery and logistics services by Delivery Partners and
the matching of Merchant-Partner with such Delivery Partners in order for Delivery Partners to
perform delivery or logistics services in relation to Goods sold by Merchant-Partner; and
4.2.2 provide lead generation, payment processing agent, provide refunds and adjustments and other
related services in connection with sub-clause 4.2.1,
(collectively, “Services”).
4.3 Subject to Clause 4.2, Grab shall be entitled to timely deductions of the Service Fee in accordance with
Clause 8.
4.4 Merchant-Partner agrees that GRAB is a technology company providing GrabMart/ GrabFood on the Grab
App, accordingly:
4.4.1 GRAB does not have any responsibility with respect to the legality of transactions occurring
between Merchant-Partner and the End User and Merchant-Partner undertakes that all
transactions are in compliance with the laws including any anti-money laundering regulations;
4.4.2 GRAB shall not be involved in any agreements, terms and conditions or rights and obligations
between the End User and Merchant-Partner. If there is any dispute arising out of or in connection
with the Goods or any other dispute in relation to Merchant-Partner’s Goods provided to the End
User, Grab may facilitate customer services in dealing with disputes as determined by Grab’s
policies, at its sole discretion. Merchant-Partner agrees in the event of any dispute,
Merchant-Partner shall be limited to 30 days calendar days from the date of the incident to appeal.
Failure to raise any appeals after the 30 days calendar days period, shall not be entertained. For
avoidance of doubt, Grab shall not be liable to any liability in respect to any services or Goods;
and
4.4.3 neither GRAB nor its Affiliates provide any delivery or logistics services, but GRAB provides a
platform for Merchant-Partner to connect with Delivery Partners. As platform provider, the
obligation to deliver the Goods is the responsibility of the Delivery Partners. GRAB endeavors on a
reasonable basis to match Merchant-Partner with a Delivery Partner via the Grab App, however
GRAB cannot guarantee such compatibility can be done at the time Merchant-Partner wishes to
be matched. GRAB shall not be liable for any failure to match.
4.5 Merchant-Partner shall install any equipment reasonably required by GRAB for Merchant-Partner to receive
orders for Goods (including, without limitation, a tablet, or other automated, electronic means of receiving
orders) (“Order Equipment”). Any Order Equipment provided by GRAB or any authorised partner of GRAB
will remain GRAB’s or such GRAB’s authorised partner’s sole property and shall be used solely for purposes
related to fulfilling Merchant-Partner’s responsibilities under this Agreement. Merchant-Partner agrees to use
any security procedures or protocols or access credentials as requested by GRAB. Merchant-Partner 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-Partner’s right to use the Order Equipment or Grab App at any time.

Merchant-Partner shall be responsible for any damage to or loss of any Order Equipment provided by GRAB
or such authorised partner of GRAB, which shall be promptly reimbursed by Merchant-Partner (at the
replacement cost thereof). GRAB may recover the replacement cost of damaged or lost Order Equipment by
deducting such amount from payments made to Merchant-Partner under this Agreement.
4.6 The Merchant-Partner acknowledges that the availability of the Grab App, GrabMart/ GrabFood, the
Services, is subject to:
4.6.1 availability of resources, including, without limitation, resources under the control of GRAB and
availability of a suitable network infrastructure at the time at which the Services is requested or
delivered;
4.6.2 if applicable, geographic and technical capability of communication networks and other delivery
systems at the time at which the Services are requested or delivered; and
4.6.3 provisioning time that may be required by GRAB to provide the Service.
4.7 The Merchant-Partner agrees that all information relating to the Services, any confidential details of its
business or relationship with GRAB and/or any access credentials provided by GRAB to access to the
Services shall remain confidential at all times and the Merchant-Partner shall not disclose all such information
to any third party and/or allow any third party to have access to such information or credentials. The
Merchant-Partner Partner agrees to use any security procedures or protocols or access credentials as may
be requested by GRAB to protect the confidentiality of such information.
4.8 The Merchant-Partner shall provide GRAB with all information necessary to present the Merchant-Partner’s
offering. This includes the Merchant-Partner’s:
4.8.1 menu with categories, logo, images, prices; and
4.8.2 its company identity, (which for small businesses includes the owner’s full name and legal address,
and for corporations includes the company or trade name), registered address, point of interest data
relating to the business including latitude and longitude and place name of business, business
contact phone number, business e-mail address and business website, trade name, authorized
signatory and tax identification number (“Business Listing Data”),
(collectively, “Data”).
Relevant changes to the Data are to be communicated in writing to GRAB immediately no later than 24 hours
of any such changes. The Merchant-Partner is required to verify the Data and other information published by
GRAB and shall immediately notify Grab in writing of point out any mistakes or inaccuracies. The
Merchant-Partner shall immediately notify GRAB in writing should there be price changes.
5. PARTIES’ OBLIGATIONS
5.1 GRAB and Merchant-Partner shall perform their respective obligations as set out under this Clause 5.
5.2 GRAB’s obligations and rights
5.2.1 To the extent that such information and updates are required to be communicated to by the
Merchant-Partner to GRAB and in a timely manner, GRAB shall present and keep updated on the
Grab App the Stores / Restaurant information and Goods information offered by Merchant-Partner.
5.2.2 GRAB shall ensure that, when an order for a Goods is placed by an End User via the Grab App, such
order shall be communicated to the Merchant-Partner.
5.2.3 GRAB has absolute discretion to determine the shelving of Goods in the Grab App in consideration of
product performance and any other special offers.
5.2.4 In the event of any ambiguity or dispute as to whether any or a combination of Grab Marketplace
Delivery, Self Pick-Up or Scan To Order applies to any particular Good(s) (whether on a
case-by-case basis or in general), GRAB shall have the sole discretion to decide on the same and
the relevant Service Fee(s) shall apply accordingly.
5.2.5 In the event of any ambiguity or dispute as to whether any or a combination of Demand Generation
via Grab App or Demand Generation via Grab Online Shop applies to any particular Good(s)
(whether on a case-by-case basis or in general), GRAB shall have the sole discretion to decide on
the same and the relevant Service Fee(s) shall apply accordingly.

5.2.6 GRAB shall be entitled to take down or not publish any Goods and/or information relating to any of
the Goods, at its sole discretion.
5.3 Merchant-Partner’s obligations and rights
5.3.1 Merchant-Partner shall update all information on the Stores/ Restaurant and Goods as necessary to
ensure that all information published on the Grab App are accurate and updated at all times. Such
information and/or Content Material must be complete and accurate and includes but is not limited
to Merchant-Partner’s Listed Items, logo, images of Goods, prices, and Merchant-Partner’s
company particulars.
5.3.2 Changes to information under Clause 5.3.1 shall be updated by Merchant-Partner immediately (and
in any event no later than 3 Business Days after such change occurring). Notwithstanding the
foregoing, Merchant-Partner shall honour all Goods orders made in reliance of any information
(even if outdated) published on the Grab App.
5.3.3 Merchant-Partner shall verify the information published by GRAB and immediately point out any
mistakes or inaccuracies.
5.3.4 Merchant-Partner shall allow GRAB and shall assist GRAB to place any marketing materials relating
to GrabMart/ GrabFood, the Services and any other relevant information (as decided by GRAB) at
the Stores/ Restaurant premises or any other place of business of Merchant-Partner, without any
charge to GRAB;
5.3.5 If there is any change to Merchant-Partner’s business and/or operating licenses (including, as
applicable, Halal certification, liquor license etc), Merchant-Partner shall communicate such change
to GRAB immediately (and in any event no later than within 24 hours of such change).
5.3.6 Merchant-Partner shall ensure to provide all necessary information in relation to the Content
Materials to be published on Grab App relating to Merchant-Partner, Stores/ Restaurant and Goods
and shall be in compliance with all laws and regulatory requirements. Merchant-Partner further
warrants the Content Materials are in compliance with all prerequisite licenses, regulatory
requirements, permits, authorizations and approvals;
5.3.7 Merchant-Partner shall ensure that any and all information provided to GRAB does not violate any
third party’s Intellectual Property Rights.
5.3.8 Merchant-Partner shall process all orders with all reasonable care and as soon as they are
submitted by the End User. Merchant-Partner shall prioritise orders made through GrabMart/
GrabFood whenever the Merchant-Partner Store is online and available for orders on the Grab
Platform/ Grab App.
5.3.9 Merchant-Partner warrants that it will take inventories of its Listed Items and shall use best efforts to
maintain sufficient inventory of all Listed Items at all times. GRAB has the right to inspect the
inventory as and when it deems necessary.
5.3.10 Merchant-Partner shall notify GRAB within 5 minutes of receiving an order if Merchant-Partner is
unable to fulfil that order, in order for GRAB to notify the End User immediately.
5.3.11 Merchant-Partner shall ensure that all Goods 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-Partner to GRAB immediately.
5.3.12 Merchant-Partner shall ensure that the following restricted items shall not be offered for sale, sold
for consumption or sent for delivery: people or animals of any size, illegal items, fragile items,
sexually explicit item (eg. objects that can be used to give sexual pleasure etc), dangerous items
(eg weapons, explosives, flammables, etc), stolen goods, including any substance which consist of
any amounts of nicotine or tobacco or any items that Merchant-Partner does not have permission or
license to sell.
5.3.13 Merchant-Partner shall ensure that its agreement between the End User and it, in relation to
provision of Goods reflects the terms required under this Agreement (in particular Clause 8.3 and
8.4 below) and in compliance with the End User Terms and Conditions and any other terms as
determined by GRAB.
5.3.14 Merchant-Partner shall issue a valid receipt to the End User, as required under any applicable laws.
5.3.15 Merchant-Partner shall fulfil all orders for Goods at their stated quantity and prices as determined in
the Retail Price.

5.3.16 Merchant-Partner shall provide GRAB written notice of any requirement or provision of any contract
that may conflict with any requirement or provision of the Agreement.
5.3.17 Merchant-Partner shall not contact any End Users and will not enter into any direct arrangements
with the End Users for the offer of Goods, except where notified or permitted by GRAB.
5.3.18 Merchant-Partners shall not expose GRAB to any potential liabilities (including its affiliates,
directors, employees, third party partners) or expose to undue risk or otherwise engage in activities
that GRAB at its sole discretion, determines to be harmful to GRAB’s operations, reputations or
goodwill.
5.3.19 Merchant-Partners shall ensure to only sell (i) for any perishable Goods, not less than one (1) week
before expiry date and (ii) non-perishable Goods, to sell item not less than 6 months before expiry
date. For the avoidance of doubt, GRAB and the Driver Partner shall not be obligated to check the
expiry date of the Goods and shall not be liable to any cases of food safety issues, decay or
degradation by reason of the Goods perishable nature, improper original packaging as presented to
the End User.
5.3.20 Merchant-Partner shall auto-accept any and all orders created by the End User.
5.3.21 Merchant-Partner shall pack alcohol beverages separately in an opaque packaging and shall be
clearly labelled of its contents in a manner that is reasonably identifiable.
5.3.22 Merchant-Partner shall only sell alcoholic beverages to End Users above 21 years old and to
non-Muslims. GRAB shall not be obligated to verify the age and the religion of the End User or the
recipient of such beverages.
5.3.23 Merchant-Partner agrees to the terms as stated in the Terms of Service as listed in
https://www.grab.com/my/terms-policies/transport-delivery-logistics/;
5.3.24 Grab Marketplace Delivery
In respect of the Goods to which the Grab Marketplace Delivery applies:
(a) Orders shall be fulfilled as soon as possible and be ready for collection by the relevant
Delivery Partner.
(b) Merchant-Partner shall ensure that any Goods prepared for collection by any one Delivery
Partner in a single trip shall not (in aggregate) exceed 10 kilograms.
(c) Merchant-Partner shall take all necessary or desirable actions to facilitate Delivery
Partners’ collection of Goods, including but not limited to (i) orders are ready for pick up at
the arrival of the Delivery Partners at the Store; (ii) the order pick up stations are suitable
and clearly organised; and (iii) to cross-check the order IDs with the Delivery Partners
before releasing the order for pick up.
(d) The Merchant-Partner shall not request for additional fees beyond the Grab Marketplace
Delivery Fee as determined in the GrabApp and agrees the Grab Marketplace Delivery
Fees shall be final and subject to Grab’s determination.
5.3.25 Self Pick-Up
(a) Merchant-Partner agrees that the Self Pick-Up feature shall apply to all Goods and
Merchant-Partner shall do all things necessary or desirable to give full effect to the Self
Pick-Up feature at the participating Stores/ Restaurants as set out under Appendix 1;
(b) In the event the End User opted-in for the Self Pick-Up feature, Merchant-Partner shall give
an allowance of 2 hours after the preparation of the Goods to allow the End User to arrive
at the respective Stores/ Restaurants to pick up the Goods;
(c) Merchant-Partner shall be responsible to ensure the order ID allocated to the End User
shall be the same as the order ID issued to the Merchant-Partner. Merchant-Partner agrees
Grab shall not be liable if there are mixed up or wrong orders done due to the
negligence/fault of the Merchant-Partner;

5.3.26 Scan To Order (“STO”)
(a) Scan to Order shall only be applicable to GrabFood. In respect of Goods to which Scan To
Order applies, Merchant-Partner shall ensure as follows:
(i) the relevant GRAB-issued or GRAB-authorised QR codes (“STO QR Codes”)

shall at all times be displayed prominently for viewing and use by End Users.
(ii) Merchant-Partner shall not (and shall not permit any other person to) alter, deface,
tamper with, remove, cover or conceal any of the STO QR Codes and
Merchant-Partner shall exert best efforts to maintain and preserve the readability
and scannability of the STO QR Codes.
(iii) Merchant-Partner shall promptly replace any damaged or missing STO QR Codes
in the manner as may be prescribed by GRAB from time to time. Merchant-Partner
shall, if required by GRAB, bear all costs and expenses associated with
replacement of such STO QR Codes.
(b) In the event the End User opts to make payment via cash and not via Card and/or GrabPay
and/or PayLater when electing to use the STO service, GRAB shall not be liable for any
non-payment or non-collection of payment for the Goods by the End User. The
Merchant-Partner agrees such responsibility will be borne by the Merchant-Partner and
agrees GRAB shall not suspend or terminate the End User account if such dispute arises
due to the non-payment or non-collection of payment.
(c) For avoidance of doubt, GRAB shall only charge the Scan To Order Service Fee in the
event the End User makes payment via Card and/or GrabPay and/or PayLater and will not
charge the Scan To Order Service Fee if payment is made via cash.
(d) Merchant-Partner agrees the Retail Prices of Goods offered via Scan To Order are
identical to the prices offered by the Merchant-Partner to End Users at its
Stores/Restaurant/Outlets. For avoidance of doubt, in the event of any discrepancies in
the Retail Prices of Goods (including discrepancies with the SST calculations),
Merchant-Partner shall be liable for any additional increase in price and agrees it shall not
claim any amounts to GRAB or the End Users.
5.3.27 Demand Generation via Grab Online Shop
(a) In respect of Goods to which Demand Generation via Grab Online Shop applies,
Merchant-Partner shall determine the applicable (i) maximum delivery fee to be paid by the
End User; and (ii) minimum order value to activate delivery for such Goods and Store(s),
Outlet(s) or Restaurant(s) as the case may be, provided that any changes to the matters
set out in sub-clauses (i) and (ii) must be notified to GRAB at least seven (7) days in
advance of the changes taking effect.
(b) Merchant-Partner agrees any refunds requested by the End Users shall be made based on
refund policies and processes as stipulated in the GrabFood refund policies.
5.3.28 Dine-In Voucher
(a) The value of Dine-In Voucher, redemption limit, Retail Price sold to End User and
calculation related to the promotional contribution from Merchant-Partner will be agreed
upon by the Parties through written or electronic communication such as email,
GoogleForm or Grab In-App notification. Other terms and conditions applicable including
but not limited to the Dine-In Voucher redemption mechanics, redemption period etc., shall
be determined by Grab and Grab shall be entitled to amend the terms and conditions
periodically subject to commercial justification and business necessity. Grab will notify
Merchant-Partner of any such amendments in writing (including email) by giving prior notice
of not less than fourteen (14) days prior to such implementation.
(b) Grab shall have no involvement or responsibility for any damages arising in respect of any
claim by End Users or any third party with respect to the redemption of Dine-in Voucher
and/or any non-compliance with applicable laws in relation to the Dine-in Vouchers.
(c) Merchant-Partner agrees and acknowledges that notwithstanding any other provision to the
contrary in this Agreement:
(i) remittance of the Goods Revenue (for the avoidance of doubt, in this context,
remittance of payment for Dine-in Voucher purchases) under Clause 8 shall only

take place after the Dine-in Voucher has been fully redeemed by End User, and
not upon End User’s purchase of the Dine-in Voucher. A Dine-in Voucher is
considered fully redeemed the moment End-User redeemed the said voucher on
GrabApp;
(ii) where the Dine-in Voucher(s) is not fully redeemed on or before its stipulated
expiry date or it otherwise lapses, terminates or is cancelled or voided for any
reason, Grab shall be entitled to retain the full purchase price (retail price) paid by
the End User and Merchant-Partner shall not be entitled to receive the whole or
any part of the same;
(iii) Grab shall have an unfettered right to market, sell or distribute Merchant-Partner’s
Dine-In Voucher on third-party platforms to facilitate the sales of
Merchant-Partner’s Dine-In Voucher. For the avoidance of doubt, clause 7
hereinbelow does not apply.
6. MERCHANT-PARTNER’S UNDERTAKING IN RELATION TO GOODS
6.1 The Merchant-Partner hereby agrees and undertakes:
6.1.1 The Goods are of merchantable quality, fit for their purpose, free from defects and strictly confirm to
their listed specifications;
6.1.2 the Goods and their offer for sale are not prohibited and comply with the laws (including all minimum
age, marking and labelling requirements, product warranties, specifications and performance
criteria) including and prohibited and restricted items;
6.1.3 It has full unencumbered title in the Goods and in any materials incorporated in the Goods and all
Goods are free from lien, charges or other security interest;
6.1.4 it will not, directly or indirectly sell Goods, (i) for any perishable Goods, not less than one (1) week
before expiry date and (ii) for non-perishable Goods, not less than six (6) months before expiry date;
6.1.5 it will not, directly or indirectly, sell counterfeit, “replica” and name brand “knock off’ products or
products violating any Intellectual Property Rights;
6.1.6 it will bear all costs in relation to packaging and ensure packaging is sealed to a commercially
acceptable standard, using opaque type of packaging to ensure anonymity of Goods; and
6.1.7 it shall list items as ‘Out of Stock’ on the Order Equipment immediately upon knowledge.
6.1.8 It shall only sell alcoholic beverages to individuals above 21 years old and non-muslim. Grab shall
not be obligated to verify the age of the End User or the recipient of such Goods.
6.1.9 It shall not list any items which may be considered as an exotic animal product, either in whole or
otherwise mixed with other substances, which includes but are not limited to dog, bear, tiger,
crocodile, shark fin, elephant, turtle eggs products. In doubt, the Merchant-Partner undertakes to
check with GRAB if products sold on the GrabApp may be unethically or illegally obtained, acquired,
sold or distributed.
7. MARKETING AND PUBLICITY
7.1 The Parties shall conduct marketing and advertising activities in relation to the Goods, as mutually agreed.
Such activities may be through various channels such as social media channels, websites or blogs.
7.2 On an ongoing basis, Merchant-Partner 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. Notwithstanding this, Merchant-Partner shall not include any sensitive information such
a pricing strategy plans with entities that are competitors to GRAB.
7.3 Neither Party shall issue any press release or announcement or otherwise refer to the other Party in any
manner with respect to this Agreement or otherwise, without the prior written consent of such other Party.
8. FEES AND CHARGES
8.1 Service Fee: In consideration of GRAB’s provision of the Services under this Agreement, GRAB shall charge
Merchant-Partner a Service Fee set out in Appendix 1 (Commercial Terms), irrespective whether the Goods
are Delivered by the Delivery Partner or whether the End User has opted in for Self Pick-Up feature. For
avoidance of doubt, Merchant-Partner shall be responsible to pay the 6% Service Tax imposed on the

Service Fee. The Merchant-Partner is not allowed to charge any Service Fee and any charges which is not
shown on the Grab App to the End User.
8.2 Grab Marketplace Delivery Fee: The Merchant-Partner agrees in no event shall Merchant-Partner charge the
Grab Marketplace Delivery Fee to any End User. In the event the End User opts in for Self Pick-Up feature,
GRAB shall not charge any Grab Marketplace Delivery Fee to the Merchant-Partner.
8.3 Payment by End User to Merchant-Partner: Merchant-Partner acknowledges and confirms that the End User
shall pay Merchant-Partner the Retail Price, Grab Marketplace Delivery Fees, GrabExpress Delivery Fees (if
applicable) and the tips (where applicable), immediately upon the order for the Goods being fulfilled and
ready for delivery via Grab Marketplace Delivery, collection via Self Pick-Up or payment via Scan To Order
(as the case may be) (a "Confirmed Order"), by either:
8.3.1 by Card (such payment method, the "Immediate Payment Method"); or
8.3.2 where available, on a deferred basis, by selecting the "PayLater" payment method within the Grab
App. In the event that the End User chooses to pay for the Goods and Grab Marketplace Delivery
Fees or GrabExpress Delivery Fees (if applicable) (including tips, where applicable) on a deferred
basis, Merchant-Partner shall agree to grant the End User deferred payment terms such that the End
User shall only be obliged to pay Merchant-Partner in accordance with the deferred payment terms for
PayLater Postpaid or PayLater Instalment ("PayLater Method") as set out in Appendix 4 below.
Merchant-Partner agrees that GRAB may, whether through the Grab App or otherwise, facilitate any
such payment to Merchant-Partner by the End User (including by way of provision of the End User's
name and contact information to Merchant-Partner).
Merchant-Partner agrees to assign such payments on deferred payment terms (the "Receivables") to GRAB,
its affiliate company, or such other third party as GRAB may approve, pursuant to which Merchant-Partner
will receive payment in exchange for Merchant-Partner’s assignment of the Receivables. Accordingly,
Merchant-Partner hereby agrees to be bound by the PayLater Terms and Conditions as set out in Appendix
4.
8.4 Remittance to Merchant-Partner (Immediate Payment Method): GRAB shall act as the collection agent of
Merchant-Partner in respect of the payment by End User of the Retail Price, Grab Marketplace Delivery
Fees, GrabExpress Delivery Fee (if applicable) and tips (where applicable). GRAB shall remit to
Merchant-Partner the final payable amount of Goods Revenue, to the calculation of (i) Goods Payment
(including any fees collected on Merchant-Partner’s behalf) earned by Merchant-Partner, including the
Discount (if any), and (ii) deducting any refunds given to End Users as direct or indirect result of
Merchant-Partner’s Negligence (such final remitted amount being the “Goods Revenue”). The Goods
Revenue collected will be remitted on a daily basis. Adjustments to the Goods Revenue (if any) shall be
remitted by GRAB to Merchant-Partner on a weekly basis. “Goods Payment” shall mean the Retail Price of
the Goods(s) sold and determined by Merchant-Partner via the Grab App (the retail price of the Goods as
published on the Grab App, which shall be Inclusive of Service Tax and/or any other prevailing taxes) less the
applicable Service Fee. “Merchant-Partner’s Negligence” shall mean any actions or inactions of the
Merchant-Partners resulting to a negligent action, including but not limited to packaging the wrong item,
providing damaged items and or expire items. GRAB shall have the right to cancel, reverse or debit any
Goods Revenue from the Merchant-Partner, in the event (i) there are any amounts owing by the
Merchant-Partner to Grab for any agreements/arrangements between Parties, (ii) GRAB determines that the
Merchant-Partner is not entitled for such Good Revenue; (iii) GRAB establishes there is a need to correct a
mistake; (iv) GRAB is required by law, regulation or Governmental Agency to do so or (iv) if GRAB have
reasonable grounds to do so.
8.5 Remittance to Merchant-Partner (PayLater Method): GRAB shall act as the collection agent of
Merchant-Partner in respect of the payment of the purchase price by the assignee for the assignment of the
Receivables. GRAB shall remit to Merchant-Partner the final payable amount of Goods Revenue, to the
calculation of (i) Goods Payment (including any fees collected on Merchant-Partner’s behalf) earned by
Merchant-Partner, including the Discount (if any), and (ii) deducting any refunds given to End Users as direct
or indirect result of Merchant-Partner’s Negligence. The Goods Revenue collected will be remitted on a daily
basis. Adjustments to the Goods Revenue (if any) shall be remitted by GRAB to Merchant-Partner on a
weekly basis.
8.6 GRAB may delay, suspend or cancel any remittance to the Merchant-Partner in the event the
Merchant-Partner breaches any term of the Agreement, and in the event there are any remittance made to
the Merchant-Partner, such remittance shall not in any way be considered as a waiver of GRAB’s rights.
8.7 In the event GRAB determines the Merchant-Partners action and or performance in connection to the
Agreement are likely to result or have resulted in End User’s disputes, chargebacks or other third party
claims, or if there are any sums owed by the Merchant-Partner to GRAB, GRAB shall be entitled at its sole
discretion, to withhold any amount of the Goods Revenue for the longer term of (i) Minimum Suspension

Period; (ii) the completion of investigations regarding Merchant-Partners actions or performance; or (iii) the
resolution of a dispute.
8.8 GRAB reserves the right to impose limits on orders or transaction values to an End User and GRAB shall not
be liable if i) GRAB does not proceed with an order that would exceed the limit; ii) GRAB allows an End User
to cancel on orders on the Grab App; or iii) or Good are unavailable following the commencement of a
transaction.
8.9 Payment/Remittance Method: All payments and remittances under this Agreement shall be affected through
such payment/remittance arrangements as may be separately agreed between GRAB and Merchant-Partner,
such as GrabPay (if applicable).
8.10 Set Off: GRAB may at any time, without prejudice to any other rights which we may have, and without prior
notice or demand for payment, combine, consolidate or merge all or any of Merchant-Partner’s accounts with
GRAB (wherever situated). GRAB may retain, apply, or set off any Goods Revenue, monies, deposits or
balances held in, or standing to the credit of any account towards the satisfaction of any obligations and
service quality due from the Merchant-Partner to GRAB and or any of Grab’s Affiliates, whether such
obligation be present or future, actual or contingent, primary or collateral and several or joint.
9. RETURNS
9.1 GRAB will exercise its discretion to determine whether an End User will receive an adjustment, or
replacement, or any other methods as determined by Grab and or to require Merchant-Partner to reimburse
GRAB, if GRAB is of the view that Merchant-Partner is liable to do so in accordance with the Agreement.
9.2 Where GRAB has refunded or paid any such aforementioned amount (whether on behalf of
Merchant-Partner or otherwise), such amount will be recoverable by GRAB from Merchant-Partner as a debt
due from Merchant-Partner and GRAB will be entitled to deduct such amount from amounts payable to
Merchant-Partner, or by other methods at GRAB's election.
9.3 Merchant-Partner will promptly notify GRAB of any threat of a public or private recall by the manufacturer or
distributor. Parties agree, GRAB shall not be liable for any damages and loss associated with the recalled
Goods.
9.4 In cases of an Inadequate Goods, Merchant-Partner shall immediately inform GRAB, in order for GRAB to
inform the End User.
9.5 GRAB has no obligation to accept the return of any Goods.
9.6 The End User may go to the Merchant-Partner’s store/ restaurant to exchange the Goods, however, GRAB
shall not be obligated to refund any amounts to the Merchant-Partner or End User. For avoidance of doubt,
such arrangements are between the Merchant-Partner and End User, GRAB shall not be liable or take
accountability of any arrangements outside of this Agreement and GRAB shall be entitled to charge the
respective Service Fee.
9.7 GRAB will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost
or damage in connection with any Failed Delivery and/defective Goods (including due to a threatened recall).
GRAB reserves the right to claim all costs incurred by GRAB which resulted from the Merchant-Partner’s
breach of this Agreement or negligence.
10. TAXES
10.1 Merchant-Partner shall be responsible for determining and setting the Retail Price for each Goods.
Merchant-Partner shall be the “retailer” or “seller” of all Goods for the purpose of any Service Tax and the
responsible party for collection and remittance of applicable Service Tax. For the sake of clarity, the Retail
Price for each Goods shall include Service Tax and any applicable prevailing taxes.
10.2 The Service Fee and any other applicable fees under this Agreement shall be paid in Ringgit Malaysia and
are exclusive of any prevailing taxes.
10.3 Each Party shall be responsible for its own taxes arising from the execution and performance of its
obligations under this Agreement except withholding tax and stamp duty (if any) which shall be borne by the
Merchant-Partner.
11. INTELLECTUAL PROPERTY
11.1 Merchant-Partner represents and warrants to GRAB that it is the owner or has lawful rights with respect to
the use of Marks concerning the Goods and the Content Materials and that it is not aware of any claims
made by any third party with regard to any alleged or actual Marks or Intellectual Property Rights

infringement or other claim, demand or action resulting from the Content Material, advertising, publishing,
promotion, manufacture, sale, distribution or use of the Goods.
11.2 Merchant-Partner undertakes, represents and warrants that:
11.2.1 the Content Materials as provided by the Merchant-Partners are not prohibited and comply with all
applicable laws (including all minimum age requirements, marking and labelling requirements,
product warranties, specifications and performance criteria, etc.) and conform with all of GRAB’s
Policies;
11.2.2 All Content Materials as provided by the Merchant-Partner are and shall be kept accurate and up to
date. The Content Materials must include all text, disclaimers, warnings, notices, labels or other
indications required by law to be displayed in connection with the offer, merchandising, advertising
or sale of the Goods and shall not contain any sexually explicit (except as expressly permitted in
written by GRAB or allowed under applicable laws), defamatory or obscene materials; and
11.2.3 it will not provide any Content Materials; or seek to list for sale on Grab Platform any Goods; or
provide any uniform resource locator (“URL”) or marks; unless it has the right/license to provide the
same to GRAB for use in connection with GrabMarketplace, on Grab Platform and/or where
requested by the Merchant-Partner, as part of a domain name or URL;
11.3 Subject to the terms and conditions of this Agreement, each Party (“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 Malaysia and for the sole purpose of performing the Licensee’s obligations under this
Agreement. For purposes of this Agreement, the term “Marks” will 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. Without prejudice to any other provisions, Merchant-Partner grants to GRAB (and where
applicable, its Affiliates) a licence during the term of this Agreement to use its Marks and Content Material
that it provides for the purposes of the arrangement under this Agreement, including without limitation
reproducing, displaying, using and publishing them in connection with the Grab Marketplace and/or on Grab
Platform as well as (where applicable, such as in the event Merchant opts in for services in connection with
the Grab Online Shop) as part of domain names and/or URLs and in receipts or other documents that GRAB
issues on Merchant-Partner’s behalf to End Users in connection with Grab Marketplace.
11.4 Notwithstanding any other provisions (including without limitation GRAB’s right to remove illegal and
inappropriate Content Materials), GRAB has no obligation to verify the accuracy, completeness, and legality
of Content Materials.
11.5 GRAB retains the right to determine the use and placement of Content Materials, and the structure,
appearance, design, functionality and all other aspects of the Grab Platform, Grab Marketplace and the
Services.
11.6 The Merchant-Partner hereby grants to GRAB and its Affiliates a worldwide, perpetual, royalty free,
irrevocable, freely sub-licensable, non-exclusive licence and its consent (as required under applicable privacy
or data protection laws) to use, modify, translate, reconstruct, merge, compile, copy, or create derivative
works of the Content Material in relation to any business activity of Grab and its Affiliates. For avoidance of
doubt, the Content Material may be published on the Grab Platform and any other means, including but not
limited to Twitter, Facebook and Google AdWords campaign. Notwithstanding any other provisions, where no
Intellectual Property Right subsists in the Content Material or any part thereof, the Parties acknowledge that
no licence is required for use of the same.
11.7 Each Party retains all right, title and interest in and to its technology and Intellectual Property Rights. Neither
Party acquires any rights in the foregoing from the other Party except as expressly granted under the
Agreement; all other rights are reserved, and no implied licenses are granted. Neither Party shall attempt to
register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.
11.8 This Agreement confers to Merchant-Partner no rights of ownership or title, license, or other Intellectual
Property Rights in any tangible or intangible property, including software (including but not limited to Grab
Platform, Grab Marketplace or other software) and data (including but not limited to sales data, performance
data, End User’s data,) used, obtained or created under this Agreement. If such rights were nevertheless to
have accrued to it for any reason whatsoever, Merchant-Partner will assign, dispose or otherwise transfer
(and effect the transfer of) the full and exclusive ownership of all such rights to GRAB or any other party
designated by GRAB, free of charge, or for a nominal fee. Merchant-Partner will use and process such

software and data only for the purpose of the execution of the Agreement, will not claim any Intellectual
Property Rights, sell, assign, license, publish, lease or otherwise commercially exploit such software and
data, and will immediately cease their use and processing upon termination of the Agreement or if so
required by GRAB at any time.
11.9 Save for factual, truthful and not misleading references through a plain text link to http://www.grab.com or
URL(s) that GRAB may provide Merchant-Partner with for the purposes of specific marketing or advertising
activities / campaigns in respect of the Goods as available on Grab Platform and Grab Marketplace (including
without limitation Grab Online Shop), any linking to Grab Platform, Grab Marketplace or any part thereof is
strictly prohibited in the absence of prior approval by GRAB. Notwithstanding any other provisions, any
website, software, platform or other device that links to Grab Platform, Grab Marketplace or any part thereof
is prohibited from (a) replicating the content as made available on Grab Platform, Grab Marketplace or any
part thereof, (b) using a browser or border environment around the said content, (c) implying in any fashion
that GRAB or any of its Affiliates are endorsing it or its products or services, (d) misrepresenting any state of
facts, including its relationship with GRAB or any of its Affiliates, I presenting false information about products
or services of GRAB or any of its Affiliates, and (f) using any logo or mark of GRAB or any of its Affiliates
without prior written approval from GRAB.
12. REPRESENTATIONS AND WARRANTIES
12.1 Each Party represents and warrants to the other that:
12.1.1 it has the capacity and power to enter into and perform and comply with the obligations under this
Agreement;
12.1.2 this Agreement constitutes its valid and binding obligations and is enforceable against it in
accordance with the terms hereof;
12.1.3 its execution of and/or performance of or compliance with its obligations under this Agreement do not
and will not violate (i) any laws to which it is subject or (ii) any agreement to which it is a party or
which is binding on it or its assets;
12.1.4 it 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; and
12.1.5 it is compliance with and holds all applicable licenses and permits required under applicable law and
regulation (including but not limited to food safety regulations);
12.1.6 each person who represents and binds it to this Agreement is authorized to so represent and bind it;
and
12.1.7 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.
12.2 Each Party warrants that the representations and warranties in Clause 12.1 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 in the event any of the representations or warranties become untrue in any way or form.
12.3 Merchant-Partner warrants and represents that it shall not use GrabMart/ 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).
13. GEO DATA
13.1 GRAB grants a limited, non-exclusive, non-transferable, revocable, royalty-free licence in Malaysia for the
Term, subject to the license restrictions set out in Clause 13.2 and the other terms in this Agreement, to the
Merchant-Partner to use the Grab Geo Data for the purposes of the Merchant-Partner’s:

13.1.1 accessing and viewing of the Transaction Records for its internal business purposes;
13.1.2 presenting the Transaction Record to Merchant-Partner’s End Users who utilize GRAB’s Services
pursuant to this Agreement;
13.1.3 processing and completing the End User’s order;
13.1.4 providing the GRAB Geo Data to its delivery personnel strictly for the purposes of delivery of the
Goods to the End User; and
13.1.5 complying with applicable laws mandatory disclosure of Transaction Record to a regulator or law
enforcement agency.
13.2 Merchant-Partner shall:
13.2.1 not use the GRAB Geo Data for any purpose not permitted under this Agreement or in any manner
contrary to any law or regulation or any regulatory code, guidance or request; and
13.2.2 ensure that it and its personnel (including but not limited to its delivery personnel) shall not extract,
export, scrape, utilise, use, exploit, distribute, redistribute, disseminate, copy or store the GRAB
Geo Data or Transaction Records for any purpose not expressly permitted by this Agreement;
13.2.3 at any time upon request from GRAB or upon the termination or expiry of this Agreement, destroy
and purge from all its internal and backup systems any and all GRAB Geo Data (including any
extracts and copies thereof), save that Transaction Records may be retained solely for carrying
out the purposes stated in clause 13.1; and
13.2.4 ensure that its delivery personnel and the Merchant-Partner shall immediately delete the Grab Geo
Data and any Transaction Record after the completion of the delivery of the Goods to the End
User.
13.3 Merchant-Partner hereby grants to GRAB a worldwide, perpetual, royalty free, irrevocable, freely
sub-licensable, non-exclusive license to use, modify, translate, reverse engineer, disassemble, reconstruct,
decompile, merge, compile, copy, or create derivative works of the Merchant-Partner’s geo related data
(“Merchant Geo Data”) in relation to any business activity of Grab and its affiliates. Notwithstanding any
of the foregoing, the Merchant-Partner agrees that any and all intellectual property rights in and to any
work(s) or material(s) in whatever form or medium as may be created, authored, developed or otherwise
produced by GRAB using the licensed Merchant Geo Data shall be vested solely and entirely in GRAB. For
the avoidance of doubt, the Merchant-Partner shall provide any such assistance as may be required by
GRAB to substantiate and perfect GRAB’s ownership, right, interest and title to the said intellectual property
rights in the Merchant Geo Data.
14. TERMINATION AND SUSPENSION
14.1 Either Party may terminate this Agreement in the event of a material breach by the other Party of this
Agreement if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.
14.2 Either Party may terminate this Agreement without cause by giving to the other Party not less than fourteen
(14) days’ written notice prior to the effective date of the termination as specified in the notice.
14.3 At any time, GRAB may, upon giving written notice to Merchant-Partner, immediately terminate this
Agreement or temporarily suspend the Services, if:
14.3.1 GRAB suspects that there is any unlawful, illegal and/or fraudulent act committed by
Merchant-Partner and/or its employees or agents;
14.3.2 Merchant-Partner repeatedly receives bad reviews from End Users or complaints of failure to fulfil
Goods orders; or
14.3.3 Merchant-Partner is in violation of any food safety or other regulations relating to Stores /
Restaurant and/or Goods; or
14.3.4 In its reasonable opinion, the Merchant-Partner is in breach of any terms of this Agreement or may
be negatively affecting GRAB’s business.
For avoidance of doubt, any suspension of Service shall not result in termination of this Agreement, the
provision of which shall remain applicable.

14.4 At any time, either Party may, upon giving written notice 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.
14.5 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.
15. INDEMNITY
15.1 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 the manner approved by the Indemnifying Party; or (d) any
breach and/or non-compliance with applicable data protection laws. In addition, Merchant-Partner shall
indemnify, defend and hold GRAB harmless from and against any and all Losses with respect to any third
party claim arising out of or related to any harm resulting from Merchant-Partner’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.
15.2 The Merchant-Partner shall ensure the right to continue to use, possess or receive the Services in the
manner contemplated by this Agreement.
15.3 Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for
any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential
loss or damage suffered or flowing from either Party.
16. LIMITATION OF LIABILITY
16.1 Grab App, GrabMart/ GrabFood and the Services are provided on an “as is” basis. Except as expressly
provided for in the Agreement, GRAB makes no other representations or warranties of any kind, express or
implied, including: i) the implied warranties of merchantability, fitness for a particular purpose, title, and
non-infringement; ii) that the Grab App, GrabMart / GrabFood and the Services will meet Merchant-Partner’s
requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii)
that the information, content, materials, or products included on Grab App and GrabMart/ GrabFood will be
as represented by GRAB, available for sale on a timely manner, lawful to sell, or that GRAB or the End Users
will perform as promised; iv) any implied warranty arising from course of dealing or usage of trade; and v)
any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful
misconduct by GRAB. Merchant-Partner acknowledges that any information and any materials provided by or
through the Grab App, GrabMart/ GrabFood and the Services may contain inaccuracies or errors and GRAB
expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the laws. Any
link found on Grab App is provided for Merchant-Partner’s convenience to provide further information. It does
not signify that GRAB endorses the contents thereof and GRAB has no responsibility for the content of
external links.
16.2 Subject to Clause 16.1, Merchant-Partner hereby agrees on its behalf and on behalf of End Users to release
GRAB (and its agents and employees) from claims, demands, and damages (actual and consequential) of
every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising
out of or in any way connected therewith, provided such release will not apply where actual claims, demands
or damages arise due to GRAB ‘s fraud, negligence or wilful misconduct.
16.3 GRAB shall not be liable for any typographical clerical or other error or omission in any acceptance, invoice,
Content Material or other document on the part of GRAB and shall be subject to correction without any
liability to GRAB.
16.4 GRAB takes no responsibility and assume no liability for any information, text, links, graphics, photos, audio,
videos, data, code or other materials or arrangements of materials that you can view on, access or otherwise
interact with through Grab Platform (“Content”) posted, stored, transmitted or uploaded to Grab Platform by
you or any third party (in the case of any and all Content more generally), or for any loss or damage thereto,
nor is GRAB liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity,
pornography or profanity you may encounter. As a platform provider, GRAB is not liable for any statements,
representations or any other Content provided by its End Users (including you as to your Content) on Grab
Platform or any other platforms. Although GRAB has no obligation to screen, edit or monitor any of the
Content posted to or distributed through Grab Platform or any other platforms, GRAB reserves the right, and
has absolute discretion, to remove, screen, translate or edit without notice any Content posted or stored on

the Grab Platform at any time and for any reason, or to have such actions performed by third parties on their
behalf, and the Merchant-Partner is solely responsible for creating backup copies of and replacing any
Content posted or otherwise submit to Grab or store on the Grab Platform at its sole cost and expense.
16.5 To the fullest extent permitted by the laws, and notwithstanding any other provision of this Agreement, the
total liability, in the aggregate, of GRAB and GRAB’s affiliates and their respective officers, directors,
partners, employees and contractors, and any of them, to Merchant-Partner and anyone claiming by or
through Merchant-Partner, for any and all claims, losses, costs or damages, including attorneys’ fees and
costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in
any way related to the Agreement from any cause or causes, it shall not exceed the Service Fee that GRAB
is entitled to receive from Merchant-Partner for the month preceding the date the liability arose, or to an
equivalent amount of Ringgit Malaysia five thousand (RM5,000.00) (whichever lower) provided always, the
maximum liability of GRAB towards Merchant-Partner will be capped to Ringgit Malaysia ten thousand
(RM10,000.00). It is intended that this limitation apply to any and all liability or cause of action however
alleged or arising, unless otherwise prohibited by the laws.
17. CONFIDENTIALITY
17.1 The Parties agree that during the term of this Agreement, the Receiving Party may receive the 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 shall be held in strict confidence by the Receiving Party, and shall not be disclosed to any third
party (other than its directors, management, officers, employees, auditors and professional advisors, who
have a need to know the Confidential Information for the purpose of 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. This obligation does not apply to information (i) that is already in the public
domain through no breach of confidentiality or (ii) that is required to be publicly disclosed pursuant to
applicable laws, regulations, rules, ordinances, orders of court, any relevant government entities, supervisory
authorities or judicial proceeding, or (iii) that is disclosed to the public through no fault of Receiving Party or
its agents acting on its behalf hereunder, or (iv) information that is disclosed to the Receiving Party by a third
party not under confidentiality obligation.
17.2 The above confidentiality obligations shall endure for one (1) year after the expiry or termination of this
Agreement or until the Confidential Information enters the public domain, whichever is earlier.
18. PERSONAL DATA
18.1 Both Parties shall comply with their respective obligations under all applicable laws and regulations in
connection with any Personal Data in relation to this Agreement.
18.2 To the extent applicable, the Merchant-Partner represents and warrants that:
18.2.1 Merchant-Partner shall use, disclose, store, retain or otherwise process GRAB Personal Data
solely for the purposes of performing its obligations under this Agreement. Without prejudice to the
generality of the foregoing, Merchant-Partner shall not use GRAB Personal Data for direct
marketing purposes;
18.2.2 Merchant-Partner agrees to access GRAB Personal Data provided to the Merchant-Partner by
GRAB for the purposes of performing its obligations under this Agreement solely by using the
Order Equipment or such other tools provided by GRAB. Merchant-Partner shall not, directly or
indirectly, extract, make a copy of, or retain any Personal Data made available to it by Grab;
18.2.3 Merchant-Partner 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
18.2.4 Merchant-Partner 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 18.2.3 above has occurred and shall immediately take all necessary steps to remedy
the event and prevent its recurrence.
19. FORCE MAJEURE
19.1 The Parties are released from responsibility as to their obligations (except for payment obligations) and delay
of work as consequence of Force Majeure. If the event of 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 did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by
written notice to the other Party.

20. SEVERABILITY
20.1 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.
20.2 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.
21. 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.
22. ASSIGNMENT
Neither Party is entitled to assign or transfer its rights and/or obligations (either in whole or in part) to any
person, unless with the prior written consent of the other Party, except (i) the assignment by
Merchant-Partner as permitted above and (ii) that Merchant-Partner agrees that GRAB may assign and/or
transfer any of its rights and/or obligations under this Agreement to any Affiliate of GRAB without the
Merchant-Partner’s consent. In respect of the assignment or transfer by GRAB, the Merchant-Partner 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 any of the rights
and/or obligations under this Agreement shall be legally effective.
23. VARIATION
23.1 Grab reserves the right to amend the terms of this Agreement from time to time, in such manner as Grab
deems fits, including but not limited to an electronic google form, email, addendum, or supplementary
agreement and such changes will be notified to the Merchant-Partner in writing or by publication thereof or by
any other means as Grab may select. Any changes to the terms and conditions will be deemed to be
accepted by the Merchant-Partner unless the Merchant-Partner notifies Grab of any objection in writing within
two (2) weeks of the date that Grab informs the Merchant-Partner or sends the Merchant-Partner notification.
Such amendment shall constitute an integral part of this Agreement.
24. NOTICES
Unless otherwise specified in this Agreement, all notices issued or served under this Agreement shall be in
writing, and shall be considered to have been given if hand delivered to the other Party's representative, sent
by registered post or email to the other Party at the address or email address for that Party specified in the
Commercial Terms, or other address or email address as a Party may notify to the other Party.
25. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement 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 Agreement. The counterparts of this Agreement may
be executed and delivered by facsimile or other electronic means by any Party the other Party and the
receiving party may rely on the receipt of such document so executed and delivered by facsimile or other
electronic means as if the original had been received.
26. GOVERNING LAW AND DISPUTE RESOLUTION
The Parties agree to make every effort to settle amicably any dispute, controversy or claim arising under or
relating to this Agreement through good faith negotiations. If the Parties fail to reach a settlement within thirty
(30) days (or other period as mutually agreed by the Parties) from the date that the dispute, controversy or
claim first arose, this Agreement shall be referred to the Asian International Arbitration Centre (“AIAC”), in
accordance with the Rules of the AIAC as modified or amended from time to time (the “Rules”) by a sole
arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If Parties are unable to agree
on an arbitrator, the Arbitrator shall be appointed by the President of the AIAC in accordance with the Rules.
The seat and venue of the arbitration shall be Kuala Lumpur, in the English language and the fees of the
Arbitrator shall be borne equally by the parties, 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. This Agreement shall be governed by and construed in accordance with
Malaysia law.
27. ANTI BRIBERY AND CORRUPTION
27.1 Each Party is committed to conducting its business in an ethical manner and expects all its employees and

parties with which it has a contractual relationship to conduct themselves with high ethical standards and to
comply with applicable laws and regulations relating to anti-corruption, including but not limited to, the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and the laws and regulations where
each Party resides (“Anti-Corruption Laws”). The Merchant-Partner shall review and comply with Grab’s
Anti-Bribery and Corruption Policy and/or any other relevant rules provided by Grab.
27.2 Each Party represents and warrants that, to the best of its knowledge, neither it nor any person who (by
reference to all relevant circumstances) performs services or acts for or on its behalf in any capacity
(including, without limitation, employees, agents, related corporations, and subcontractors)
(“Representatives”) has contravened, or procured or encouraged third parties (including, for the avoidance of
doubt, the employees or any person acting on its behalf) to contravene Anti-Corruption Laws in connection
with the Agreement.
27.3 The Merchant-Partner covenants that it has not and shall not, in all activities in connection with the
performance of this Agreement, directly or indirectly, offer or pay, promise to pay or authorize such offer or
payment of any money or anything of value to any individual, including a government official, for the purpose
of influencing, inducing or rewarding any act or omission of an act to secure an improper advantage or to
improperly acquire or preserve or obtain business. The Merchant-Partner shall not instruct, cause or permit
any third party to violate the conditions set forth in this Clause 27.3 on behalf of the Merchant-Partner or
Grab.
27.4 The Merchant-Partner shall immediately notify Grab if, any person employed by Grab or acting on Grab’s
behalf or any of Merchant-Partner’s Representatives, has contravened or attempted to contravene any
Anti-Corruption Laws in connection with the Agreement, and shall take adequate steps to protect the
interests of both Grab and Merchant-Partner. All notices to Grab in this regard should be sent to the following
email address whistleblowing@grab.com or via filling up the following http://go.grab.com/wb.
27.5 Grab shall be entitled to terminate this Agreement forthwith if the other party or any of its Representatives
has contravened or attempted to contravene any Anti-Corruption Laws, whether in connection with the
Agreement or otherwise. Such termination shall be without prejudice to Grab other rights and remedies
whether under the Agreement or otherwise.
27.6 The Merchant-Partner agrees to keep accurate books, accounts, records, contracts, invoices and
accompanying documentation (collectively, hereinafter “Documents”) in connection with the transaction(s)
contemplated by this Agreement and in connection with any other business transactions involving the Parties.
Grab reserves the right to audit the Documents by itself or by outside auditors acting on Grab’s behalf, upon
notice. The Merchant-Partner agrees to fully cooperate in any such audit.
27.7 Grab may terminate the Agreement, or suspend or withhold payment effective immediately upon written
notice to the Merchant-Partner if it has a good faith belief that the Merchant-Partner has breached, or has
caused a breach of this Clause 27.7 Grab will not be liable for any claims, losses, or damages arising from or
related to failure by the Merchant-Partner to comply with this Clause 27.7 or related to the termination of the
Agreement under this Clause 27.7. The Merchant-Partner shall indemnify and hold Grab harmless against
any such claims, losses, or damages.

Appendix 3
Merchant-Partner GrabPay Addendum
Important – please read this Merchant-Partner GrabPay Addendum (the “Addendum”) carefully. The terms of this Addendum
stated herein constitute a legal agreement between you (“You”, the “Merchant-Partner”) and GPAY NETWORK (M) SDN.
BHD. (the “Company” or “Grab”). The provisions of the Terms of Use for GrabPay Users in Malaysia (the “Terms of Use”, a
copy of which may be accessed at the following link: https://www.grab.com/my/terms-policies/payment-rewards/) form part of
and are hereby incorporated into this Merchant-Partner GrabPay 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:
1. The Merchant-Partner agrees:-
a. 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-Partner 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-Partner has the
required permission from such third party.
b. that the Company’s liability to the Merchant-Partner in relation to the use of the Merchant-Partner GrabPay Wallet
shall be limited to the value of the balance of the Merchant-Partner GrabPay Wallet.
2. The Merchant-Partner 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.
3. Any information and data provided by the Company to the Merchant-Partner and used by the Merchant-Partner 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. The Merchant-Partner 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, the Merchant-Partner shall (and shall instruct its affiliates, agents and sub-contractors to) erase all information
and data provided by the Company and all copies thereof from its data storage systems. The Merchant-Partner 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 Personal Data Protection Act and such other applicable consumer protection legislation, as such legislations
are amended from time to time. All personal data acquired by the Merchant-Partner 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. The Merchant-Partner shall indemnify the Company for any costs, fines, claims or expenses resulting from any
breach of this clause.
Additional terms
4. The following terms in clauses 4, 5, 6, 7 and 8 (inclusive) shall apply to the Merchant-Partner when the Merchant-Partner
agrees to offer GrabPay as a payment option separately from its agreement with Grab (or its affiliates) to use GrabMart /
GrabFood services. Where the Merchant-Partner is solely offering accepting GrabPay as a payment option only for
GrabMart / GrabFood services, the following terms shall not apply.
5. The Merchant-Partner agrees to offer GrabPay as a payment option, and acknowledges that, in order to receive monies from
GrabPay Users (the “Service”), the Merchant-Partner may be required by Grab to download to the Merchant-Partner’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.
6. Where the Merchant-Partner 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 the Merchant-Partner, 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 the Merchant-Partner as soon as practicable.
7. The Company agrees that the Service shall be provided to the Merchant-Partner 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-Partner
GrabPay Wallet. Such Merchant-Partner Discount Rate shall be waived for a period of time until the Merchant-Partner is
notified otherwise in writing (including by email).
26
8. The Merchant-Partner agrees:-
a. that in the event a Merchant Wallet is opened for the Merchant-Partner, 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-Partner’s GrabPay Wallet approaches the defined limit, the Company will implement measures to
expedite the removal of funds from the Merchant-Partner GrabPay Wallet. The Company will notify the
Merchant-Partner of any changes in the defined limit providing no less than 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-Partner App and/or the Merchant-Partner GrabPay Wallet, whereby the settlement to the
Merchant-Partner’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.
b. that the Company may, at its discretion, impose restrictions on withdrawals (such as a minimum quantum for
withdrawals) or charge fees for such withdrawals.
27
Appendix 4
Terms and Conditions for PayLater for Malaysian GrabMart/ GrabFood Merchant-Partners
Last modified: 15 March 2023
1 TERMS OF PAYLATER
Important - please read these Terms and Conditions for PayLater for Malaysian GrabMart/ GrabFood Merchant-Partners
(“PayLater Agreement”) carefully.
The PayLater Agreement constitute a legally binding agreement between you “You”, the “Merchant-Partner”) and GFin
Services (M) Sdn. Bhd. (Company No. 201801003900 (1265914-A)), a company incorporated and existing in Malaysia
with its registered address at SO-26-02, Menara 1, No. 3 Jalan Bangsar, KL Eco City, Kuala Lumpur, Wilayah
Persekutuan 59200 Malaysia (hereinafter referred to as "GFin" which expression shall, where the context so permits,
include its successors in title, permitted assigns and permitted transferees).
The provisions of the Terms of Use for PayLater Users in Malaysia (the “PayLater Terms of Use”, a copy of which may
be accessed at the following link: https://www.grab.com/my/terms-policies/paylater/) form part of and are hereby
incorporated into this PayLater Agreement. Where such terms conflict, the provisions of this PayLater Agreement shall
take precedence.
You agree that you have read, understood, accepted and agreed with the PayLater Agreement as well as the PayLater
Terms of Use. Your continued use of the Service on the mobile application supplied to you by MyTeksi Sdn. Bhd. (the
"Application"), whether or not this PayLater Agreement has been reviewed by you, shall constitute your consent to and
acceptance of the PayLater Agreement. You further agree to the representations made by yourself below.
For the purpose of the PayLater Agreement, wherever the context so requires "you", "your" or "user" shall mean any
natural or legal person who has agreed to PayLater.
With PayLater, an End User may, where available, select the "PayLater" payment option within the Grab App in respect
of any goods to be provided by you. If the "PayLater" payment option is selected, you have agreed under the Grab
Marketplace Agreement to grant that End User deferred payment terms such that the End User shall only be obliged to
pay you the retail price (including tips, where applicable) for the provision of such goods, on interest-free basis either: (i)
with respect to “PayLater Postpaid” payment option, by the date falling on the 7th day of the subsequent month after the
month of the Confirmed Order (the rights, title and interest to the retail price (including tips, where applicable), the
"Deferred Goods Payables”) or such other date or period as set out in the PayLater Terms of Use; or (ii) with respect to
“PayLater Instalment” payment option, the Deferred Goods Payables shall be paid in instalment periods in accordance
with the requirements set out in the PayLater Terms of Use.
BY AGREEING TO PAYLATER, YOU AGREE TO SELL THE DEFERRED GOODS PAYABLES AND GFIN
AGREES TO BUY THE DEFERRED GOODS PAYABLES ON THE TERMS SET OUT IN THIS PAYLATER
AGREEMENT. YOU ACKNOWLEDGE THAT THIS IS A FACTORING AGREEMENT AND PAYLATER DOES
NOT CONSTITUTE A LOAN, CREDIT CARD OR CHARGE CARD PROVIDED TO YOU BY GFIN.
2 THE SALE AND PURCHASE OF DELIVERY SERVICE PAYABLES
2.1 Sale and Purchase
(a) You agree to sell and GFin agrees to buy each Deferred Goods Payables arising after the End User has chosen
PayLater as a payment option which is due to you on the terms and conditions of this PayLater Agreement.
(b) In respect of each Deferred Goods Payable, immediately upon the payment by GFin to you or MyTeksi (as your
collection agent) of the Purchase Price for that Deferred Goods Payable, you irrevocably assign absolutely to GFin
that Deferred Goods Payable including all remedies for enforcing the same.
(c) You irrevocably authorize MyTeksi, and you acknowledge and confirm to GFin that you have irrevocably
authorized MyTeksi to, deliver to GFin from time to time a schedule or updated schedule setting out the details of
each Deferred Goods Payable sold to GFin in form and substance prescribed by GFin.
2.2 Purchase Price
In respect of each Deferred Goods Payable, the purchase price payable to you shall be the full amount of that Deferred
Goods Payable (the “Purchase Price”) less any Factoring Fee, if applicable. GFin shall pay such amount to MyTeksi (as
your collection agent of the Purchase Price) promptly once there is a Confirmed Order and ensure that MyTeksi (as your
collection agent) will remit to you such amount (less any deductibles permitted by the Grab Marketplace Agreement)
when required by the Grab Marketplace Agreement.
28
2.3 Sales and Services Tax
(a) If there is any Sales and Services Tax applicable for the sale and purchase of the Deferred Goods Payables, you
agree that the Purchase Price is inclusive of Sales and Services Tax.
(b) You shall indemnify GFin against all claims, costs, damage, fines or penalties which may be brought suffered or
levied against you as a result of actions by the Royal Customs of Malaysia for non-payment of the Sales and
Services Tax payable in respect of the sale and purchase of the Deferred Goods Payables.
3 THE ASSIGNMENT
3.1 Notice of Assignment
In respect of the Deferred Goods Payables assigned to GFin under this PayLater Agreement, you hereby irrevocably
appoint GFin or such other person (including MyTeksi) as GFin may designate as its nominee or agent and in your name
to execute and deliver (whether by way of electronic communication or otherwise) on your behalf a notice of assignment
in the relevant form set out below or in such other form as acceptable to GFin (a "Notice of Assignment").
(a) For PayLater Postpaid
To: [insert customer]
Thank you for using PayLater Postpaid. The payment for your fares, orders and/or deliveries this month, as
the case may be, and each including tips if applicable, has been sold and assigned to GFin Services (M) Sdn.
Bhd. Please make payment for all PayLater Postpaid transactions by [insert end date] through the Grab App.
(b) For PayLater Instalments
To: [insert customer]
Thank you for using PayLater Instalments. The payment for your PayLater Instalments fares, orders and/or
deliveries as set out below, and as the case may be, and each including tips if applicable, has been sold and
assigned to GFin Services (M) Sdn. Bhd. Please make instalment payments by the dates set out below through
the Grab App.
Transaction details
Merchant:
Date of Purchase:
Transaction Reference No.:
Item(s) Purchased:
Total:
Scheduled Instalment Payment Dates:
3.2 No Further Rights
With effect from your assignment of the Deferred Goods Payables, , all your interest in that Deferred Goods Payables and
all subsisting rights and all remedies for enforcing that Deferred Goods Payables shall vest in GFin and you shall have no
rights, title, interests, claim or anything whatsoever to that Deferred Goods Payables or any part thereof and shall make no
claim whatsoever in respect thereof. You hereby expressly acknowledge that from the time of assignmentof that Deferred
Goods Payables, GFin is the person entitled to the rights, title, interests and benefits to that Deferred Goods Payables.
3.3 Your Covenant
(a) You undertake to do all such acts and execute all such documents and instruments as may be necessary or
expedient to enable GFin to exercise the rights, remedies and powers conferred upon GFin under this PayLater
Agreement or in respect of the Deferred Goods Payables purchased under this PayLater Agreement or to protect or
otherwise perfect the interest of GFin to the Deferred Goods Payables purchased under this PayLater Agreement,
including taking or joining any proceedings to demand sue for and recover the whole or any part of the Deferred
Goods Payables and other sums assigned hereunder.
(b) You irrevocably agree to, immediately upon the request of GFin, execute in favour of and deliver to GFin, a power
of attorney in form and substance prescribed by GFin.
(c) In respect of any Deferred Goods Payables assigned or purported to be assigned to GFin pursuant to this PayLater
Agreement and which has not been repurchased by you pursuant to Clause 5.4, you acknowledge that MyTeksi
has been authorized by GFin to act as its collection agent to collect and remit to GFin such Deferred Goods
Payables. You undertake to, upon the request of MyTeksi, do all such acts and execute all such documents and
29
instruments as may be necessary or expedient to enable MyTeksi to collect and remit such Deferred Goods
Payables to GFin.
4 REPRESENTATIONS AND WARRANTIES
4.1 Representations and warranties
You represent and warrant to GFin as follows:
(a) this PayLater Agreement constitutes your legal, valid and binding obligations;
(b) that all acts, conditions and things which are required or advisable to be done for or in connection with the
execution, delivery, performance, legality or enforceability of this PayLater Agreement and in accordance with its
terms have been done, performed and have happened in due and strict compliance with all applicable laws and
regulations;
(c) you are the sole and beneficial owner of the Deferred Goods Payables and no charge, mortgage, pledge, lien or
encumbrance or security interest or any claim exist on or over any part of the Deferred Goods Payables;
(d) that there are no proceedings current or pending before any court or to your knowledge threatened against or
affecting you and no pending proceedings are before any government agency or administrative body or to your
knowledge threatened against you which if adversely determined would materially or adversely affect your
financial condition or impair your right or ability to discharge the Indebtedness due or to perform your obligations
under this PayLater Agreement;
(e) that there is no material adverse change to your financial condition or other conditions which will materially affect
your ability to perform your obligations under this PayLater Agreement;
(f) no bankruptcy proceedings have been commenced against you and you have not been adjudged a bankrupt;
(g) neither the signing nor delivery of this PayLater Agreement nor the performance of any of the transactions
contemplated herein will contravene or constitute a default under any provision contained in any agreement,
instrument, law, judgment, order, licence, permit or consent by which you or any your assets are bound or
affected;
(h) you will obtain a valid, binding and enforceable title and you have fully and punctually performed all the
obligations required in all respects for the Deferred Goods Payables purchased under this PayLater Agreement;
(i) the relevant customer will not be entitled to any counter-claim, set-off, defence or other equity against you in
respect of any Deferred Goods Payables;
(j) in respect of each Deferred Goods Payables purchased under this PayLater Agreement, you have agreed with the
customer deferred payment on the terms required and set out in thisPayLater Agreement; and
(k) there is no prior sale, assignment, transfer or encumbrance in respect of the Deferred Goods Payables purchased
under this PayLater Agreement.
4.2 Repetition
(a) The representations and warranties in Clause 4.1 will be deemed repeated on each day during the currency of this
PayLater Agreement by reference to the facts and circumstances subsisting on each such day.
(b) You acknowledge that GFin has entered into this PayLater Agreement on the basis of and in full reliance of the
above representations and warranties.
5 TERMINATION AND BUYBACK
5.1 Termination by GFin
GFin may terminate this PayLater Agreement forthwith without prior notice if:
(a) you commit a breach of this PayLater Agreement or the Grab Marketplace Agreement;
(b) you commit any act of bankruptcy, call a meeting of creditors, make an arrangement or composition with
creditors, or permit a judgment to remain unsatisfied for seven (7) days; or
(c) you cease to carry on business or you cease utilising the customer-merchant-delivery service provider matching
services provided by MyTeksi.
30
Alternatively, GFin may also terminate this PayLater Agreement at any time by giving three (3) days’ prior notice
to you without assigning any reasons.
5.2 Termination by You
You may terminate this PayLater Agreement at any time by giving five (5) days’ prior notice to GFin without assigning
any reasons.
5.3 Termination
(a) Termination of this PayLater Agreement will not affect any rights or obligations of the Parties in relation to the
Deferred Goods Payables purchased before the termination.
(b) You acknowledge that once this PayLater Agreement has been terminated, MyTeksi reserves the right to revoke
your access to the Application. For the avoidance of doubt, such revocation of access to the Application shall not
prejudice any outstanding monies owed to you, to which MyTeksi shall remit such monies in accordance with the
Grab Marketplace Agreement.
5.4 Limited Buyback of Deferred Goods Payables
(a) The purchase of the Deferred Goods Payables shall be subject to a right of GFin to require you to immediately
buyback from the GFin the Deferred Goods Payables or to immediately refund the Purchase Price, in each case in
part or in full as determined by GFin in its absolute discretion and upon notice from GFin, LESS any partial
payment or delivery of Deferred Goods Payables already received by GFin in respect of the Deferred Goods
Payables purchased under this PayLater Agreement.
(b) GFin may exercise such rights if:
(i) any representation and warranties made by you under this PayLater Agreement is or proves to be
incorrect or misleading when made; or
(ii) if there has been any refund or waiver of the payment of any Deferred Goods Payables made in
accordance with the Grab Marketplace Agreement.
5.5 Set-off
Without prejudice to other rights of GFin under this PayLater Agreement, GFin may at any time set-off any amount due to
GFin from you against any amount due from GFin to you.
5.6 No reimbursement of costs
For the avoidance of doubt, the termination of this PayLater Agreement shall not require GFin to compensate, reimburse
or cover any cost incurred by you.
6 COST AND EXPENSES
(a) Each Party shall pay its own costs and expenses in respect of the negotiation, preparation, execution and delivery
of this PayLater Agreement and any other agreement or document entered into or signed under or in connection
with this PayLater Agreement.
(b) You shall, within seven (7) Business Days of demand, pay to GFin the amount of all costs and expenses (including
legal fees) incurred by GFin in connection with the enforcement, or the preservation of any rights under this
PayLater Agreement.
7 INTERPRETATION AND DEFINITIONS
7.1 Interpretation
Unless a contrary indication appears, any reference in this PayLater Agreement to:
(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include any gender;
31
(c) any reference to "writing", or cognate expressions, includes any mode of representing or reproducing words in
tangible and permanently visible form, and includes telex and facsimile transmissions;
(d) a reference to a Party to a document or this PayLater Agreement, includes that Party’s successors, permitted
assigns or permitted transferees and in your case, your personal representatives;
(e) a reference to a "person" includes any individual, firm, body corporate, government or state, association or
partnership (whether or not having a separate legal entity)
(f) no provision of this PayLater Agreement will be construed adversely to a Party solely on the ground that the Party
was responsible for the preparation of this PayLater Agreement or that provision;
(g) a reference to a document or this PayLater Agreement includes all amendments or supplements to, or
replacements or novations of, that document or this PayLater Agreement, as the case may be;
(h) references to any statutes, statutory provision, regulations, directives or treaties will include any amendment,
modification, consolidation or re-enactment in force from time to time and any statutory instrument or regulations
made under it; and
(i) headings are for ease of reference only.
7.2 Definitions
In this PayLater Agreement, unless the subject or context otherwise requires or unless it is otherwise expressly provided:
"Application" has the meaning ascribed to it in Clause 1;
"Business Day" means a day (other than a Saturday, Sunday or gazette public holiday in Malaysia) when commercial
banks are open for banking business in Malaysia;
"Confirmed Order" means an order made by the End User for the goods in respect of which such order for the goods are
being fulfilled and ready for collection, delivery or payment through the Grab App l;
"Deferred Goods Payables" has the meaning ascribed to it in Clause 1;
"End User" means a customer who uses GrabMart /GrabFood to order goods from the Merchant-Partner;
"End User Terms and Conditions" means the terms which governs the terms of use for Malaysia customers as listed in
https://www.grab.com/my/terms/;
“Factoring Fee” means, in respect of a Deferred Goods Payable, the amount set out in Appendix 1 of the Grab
Marketplace Agrement or such other amount with respect to any PayLater payment option as agreed by the Parties from
time to time.
"GFin" means GFin Services (M) Sdn. Bhd. (Company No. 201801003900 (1265914-A));
"Grab App" means the mobile application in respect of which MyTeksi offers smartphone based technologies for End
Users to be matched with independent third parties for vehicle booking and dispatch, food/beverage/goods and
food/beverage/goods delivery services.
"Grab Marketplace Agreement " means the agreement entered or to be entered into between MyTeksi and you in
relation to the provision of goods to customers using GrabMart/ GrabFood on the Grab App and further amended by the
notice sent by way of email to you, incorporating and setting out the conditions for the use of PayLater by the End Users
under the Grab App;
"Indebtedness" means the aggregate of all monies outstanding or payable or agreed to be payable by you from time to
time to GFin under the PayLater Agreement and includes all liabilities and obligations whether present or future or actual
or contingent;
"MyTeksi" means MyTeksi Sdn. Bhd. (Company No. 953755-D);
"Notice of Assignment" has the meaning ascribed to it in Clause 3.1;
“Party” refers to each of you and GFin individually and “Parties” refers to you and GFin collectively;
32
"PayLater" means the deferred payment matching service, "PayLater by Grab”, “PayLater Postpaid” or “PayLater
Instalment”, under which a GrabMart/ GrabFood Merchant-Partner agrees to accept payment by customers on a deferred
basis and selling the Deferred Goods Payables to GFin;
"PayLater Instalments" means the deferred payment matching service, "PayLater Instalments", which an End User may
select as a payment option in respect of any products purchased by such End User from the Merchant-Partner, under
which, amongst others, the Merchant-Partner grants such End User deferred payment terms, such that the End User shall
pay the Merchant-Partner the Deferred Goods Payable, on an interest-free basis, in instalment periods with the PayLater
Terms of USe, and pursuant to which the Merchant-Partner sells the Deferred Goods Payables to GFin.
"PayLater Postpaid" means the deferred payment matching service, "PayLater Postpaid", which an End User may select
as a payment option in respect of any products purchased by such End User from the Merchant-Partner, under which,
amongst others, the Merchant-Partner grants such End User deferred payment terms, such that the End User shall only be
obliged to pay the Merchant-Partner the Deferred Goods Payables, on an interest-free basis, by the date falling on the 7th
day of the subsequent month of the date on which the Merchant-Partner sells and the End User purchases such products,
or such other date or period as set out in the PayLater Terms of Use, and pursuant to which the Merchant-Partner sells the
Deferred Goods Payables to GFin.
"PayLater Agreement" has the meaning ascribed to it in Clause 1;
"Purchase Price" has the meaning ascribed to it in Clause 2.2;
"Sales and Services Tax" means the prevailing goods, sales, services and/or any similar additional tax imposed under
Malaysia law for the time being; and
"Service" means the service provided by MyTeksi to match GrabMart/GrabFood Merchant-Partners to goods orders
requested by customers and facilitate delivery by third party delivery service providers.
8 GENERAL
8.1 Successors and Assigns
The PayLater Agreement will be binding upon and inure for the benefit of the respective heirs, personal representatives,
successors-in-title or permitted assigns, as the case may be, of the Parties.
8.2 Assignment
The PayLater Agreement as constituted by the terms and conditions as modified from time to time and any rights or
benefits under the PayLater Agreement may not be assigned by you without the prior written approval of GFin but may be
assigned without your consent by GFin. Any purported assignment by you in violation of this clause shall be void.
8.3 Force Majeure
Notwithstanding anything herein contained, GFin will not be liable to any other Party for any breach or failure to perform
any of its obligations under the PayLater Agreement where such breach or failure is caused directly or indirectly by war,
civil commotion, hostilities, strikes, lockouts, acts of God, governmental regulations or directions or the action or
omission or purported action or omission of any governmental authority, or any other cause or causes beyond GFin’s
reasonable control, whether similar to any of the foregoing or not, but if GFin is or is likely to be, affected by any such
cause it will immediately notify the other Party of the occurrence of the relevant event and will use all reasonable
endeavours to overcome or mitigate the effects thereof.
8.4 Governing law and arbitration
The PayLater Agreement shall be governed by and construed in accordance with Malaysian law.
The Parties agree to make every effort to settle amicably any dispute, controversy or claim arising under or
relating to this PayLater Agreement through good faith negotiations. If the Parties fail to reach a settlement
within thirty (30) days (or other period as mutually agreed by the Parties) from the date that the dispute,
controversy or claim first arose, this PayLater Agreement shall be referred to the Asian International Arbitration
Centre ("AIAC"), in accordance with the Rules of the AIAC as modified or amended from time to time (the "Rules") by a
sole arbitrator appointed by the mutual agreement of the Parties (the "Arbitrator"). If Parties are unable to agree on an
arbitrator, the Arbitrator shall be appointed by the President of AIAC in accordance with the Rules. The seat and venue of
the arbitration shall be Kuala Lumpur, in the English language and the fees of the Arbitrator shall be borne equally by the
Parties, 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.
8.5 No partnership
33
No joint venture, partnership or employment relationship exists, and no agency relationship (other than the irrevocable
authorization you have expressly given to GFin or MyTeksi under the PayLater Agreement) exists, between you or GFin
or MyTeksi as a result of the PayLater Agreement.
8.6 Reliance
MyTeksi and its affiliate companies may rely on any clause in the PayLater Agreement which confers rights on it.
8.7 Severability
If any provision of the PayLater Agreement is held to be invalid or unenforceable, such provision shall be struck and the
remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the
applicable law and jurisdiction as stipulated above.
8.8 Amendment and Waiver
(a) GFin reserves the right to modify the terms of this PayLater Agreement from time to time, in such manner as
GFin deems fit, including but not limited to an electronic google form, email, addendum, or supplementary
agreement and such changes will be notified to the Merchant-Partner in writing or by publication thereof
or by any other means as GFin may select. Any changes to the terms and conditions will be deemed to
be accepted by the Merchant-Partner unless the Merchant-Partner notifies GFin of any objection in
writing within two (2) weeks of the date that GFin informs the Merchant-Partner or sends the
Merchant-Partner notification. Such amendment shall constitute an integral part of this Agreement.
(b) The failure of GFin to enforce any right or provision in the PayLater Agreement shall not constitute a waiver of
such right or provision unless acknowledged and agreed to by GFin in writing.
8.9 Entire Agreement
The PayLater Agreement comprises the entire agreement between the Parties and supersedes all prior or
contemporaneous negotiations or discussions, whether written or oral (if any) between the Parties regarding the subject
matter contained herein.
34

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Standard Marketplace Agreement Aug 2023

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Grab Marketplace Agreement

(a) Appendix 2 – General Terms and Conditions;

Company Registered Address

Annual Turnover [ / ] Below RM100,000 annually

Finance Email (To send invoice, snackville.mgtc@gmail.com

Full Name MOHD MARWAN BIN AHMAD SHAZALI

Last Modified: 15 August 2023 1

By the executing of this Agreement:

For and on behalf of For and on behalf of

Last Modified: 15 August 2023 2

1. Initial Term: One (1) year from the Effective Date

PayLater Factoring Fee (for PayLater Postpaid: N/A N/A

Dine-in Voucher Service Fee N/A N/A

5. Merchant-Partner to indicate “X” in only one of the acknowledgement fields below:

Last Modified: 15 August 2023 3

The following documents of Merchant-Partner must be provided to GRAB:

Last Modified: 15 August 2023 4

Outlet Name Mysnackville Coffee @MGTC

Outlet Operation Hours

Outlet Email (Cashier purposes)

Outlet Manager Mobile Number 0182866654

Last Modified: 15 August 2023 5

Outlet Operation Hours

Outlet Contact Number

Outlet Email (Cashier purposes)

Outlet Manager Mobile Number

Last Modified: 15 August 2023 6

Outlet Operation Hours

Outlet Contact Number

Outlet Email (Cashier purposes)

Outlet Manager Mobile Number

Last Modified: 15 August 2023 7

1. DEFINITIONS AND INTERPRETATION

Last Modified: 15 August 2023 8

“GRAB” means the entity as specified in the Commercial Terms;

Last Modified: 15 August 2023 9

“Services” shall have the meaning given to it under Clause 4.2;

“Terms of Service” means https://www.grab.com/my/terms-policies/transport-delivery-logistics/ and;

2.1 This Agreement, Appendix and Terms of Service as listed in

Last Modified: 15 August 2023 10

3.1 Subject to Clause 14:

4. SERVICES AND ORDER EQUIPMENT

4.2 In consideration of the Service Fee, GRAB shall:

Last Modified: 15 August 2023 11

4.8.1 menu with categories, logo, images, prices; and

5.2 GRAB’s obligations and rights

Last Modified: 15 August 2023 12

5.3 Merchant-Partner’s obligations and rights

Last Modified: 15 August 2023 13

5.3.24 Grab Marketplace Delivery

In respect of the Goods to which the Grab Marketplace Delivery applies:

5.3.25 Self Pick-Up

Last Modified: 15 August 2023 14

(i) the relevant GRAB-issued or GRAB-authorised QR codes (“STO QR Codes”)

5.3.27 Demand Generation via Grab Online Shop

5.3.28 Dine-In Voucher

Last Modified: 15 August 2023 15

6. MERCHANT-PARTNER’S UNDERTAKING IN RELATION TO GOODS

6.1 The Merchant-Partner hereby agrees and undertakes:

7. MARKETING AND PUBLICITY

8. FEES AND CHARGES

Last Modified: 15 August 2023 16

8.3.1 by Card (such payment method, the "Immediate Payment Method"); or