Grab Marketplace Agreement

This Grab Marketplace Agreement is (“Agreement”) made on 2022 (“Effective Date”) by and between the
Merchant whose name and particulars are described below (“Merchant”) 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 GrabPay Addendum
(d) Appendix 4 – Terms and Conditions for PayLater for GrabMart and GrabFood Merchants
(e) Appendix 1 – Merchant Store Details; and
(f) Merchant 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 DETAILS

Merchant information
Company Name (SSM) Baraqah Rizqullah Resources
Company Registered Number
CT0111787-H

Company Registered Address 17 Jalan Perkasa 4, Taman Maluri,

55100 Kuala Lumpur

Annual Turnover [ x ] 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: Khairil Anwar

Last Name: Abdul Rahim
Person in Charge Contact Number 019-442 2115
Person in Charge Email
(for email communications, app krailnwar2115@gmail.com
log in to view all store(s) detail
within the same legal entity &
password recovery)

Finance Email (To send invoice, krailnwar2115@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 Khairil Anwar bin Abdul Rahim

Identification Card (IC)/Passport
No. (Foreigner)
Contact number
Email
Designation (If company is not
registered as a SSM entity)
810728-14-5961
019-442 2115
krailnwar2115@gmail.com
*Please tick the appropriate answer
[ x ] Business Owner
[ ] Other (Please Specify)_____________

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 Islamic Bank
Bank Account Number 8605420563
Bank Account Holder Name Baraqah Rizqullah Resources
ID of Bank Account Holder (ie. CT0111787-H
SSM ID, IC, Passport)
SST Registered x
Yes/No
SST Number (If applicable)

By the executing of this Agreement:

(i) the Merchant 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’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; and

(ii) The Merchant agrees that the Merchant shall automatically be signed up and registered with a GrabExpress Web
Portal Access. For avoidance of doubt, in order for the Merchant to activate the GrabExpress Web Portal Access, the
Merchant 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 [MERCHANT]

_____________________
Name: Khairil Anwar bin Abdul Rahim
Title: Director
_______________________ Signed Date: 9 February 2023
Name: Tan Jiong Jian
Title: Director, Commercial & Partnerships
 Appendix 1
COMMERCIAL TERMS

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

2. Renewal Period: One (1) year
3. Service Fee: Standard Merchant Rate

Standard 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 POS 1.00% N/A
ie QR Codes)

Waived N/A
GrabPay MDR (for Waived N/A
GrabFood and/or GrabMart
Service)

4. Activation Fee amount: (Waived) RM300 (To be deducted from merchant’s actual revenue after
achieving a threshold of RM5,000 for each outlet respectively

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

[ x ] The Merchant have an Android Device to begin operations on the Grab platform
[ ] The Merchant will source for an Android Device to begin operations on the Grab platform
[ ] The Merchant will opt in for Grab’s Device Purchase Programme as stipulated in the “Order
Summary” section below

The Merchant agrees that Grab reserves the right to automatically un-pause their outlet(s) within
2 weeks post the Merchant’s activation date on the platform. Steps and guides on how to un-pause
the stores will be provided to the Merchant on the same day as the store activation date in the event
the Merchant 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 shall guarantee that all Retail Prices of Goods offered on Grab App are substantially similar to the
prices offered by Merchant 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.

NOTE TO MERCHANT:

The following documents of Merchant 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 Gulai Kompleks Kraf Jalan Conlay
Grab Services Applicable Delivery [ x/ ]
** please tick for applicable service for the Scan To Order [ ]
outlet Scan To Order Payment Method:
Cashless & Cash [ ] Cashless only: [ ]
Outlet Address
Gerai No 4, Craft Delight, Kompleks Kraf Kuala Lumpur
Seksyen 63, Jalan Conlay, 50450 Kuala Lumpur

Outlet Operation Hours 11:00AM - 3:00PM

Outlet Contact Number 019-442 2115
In Store Service Charge (If applicable) N/A

Outlet Email (Cashier purposes)

*Note that the username used for logging krailnwar2115@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: Last Name
Khairil Anwar Abdul Rahim
Outlet Manager Mobile Number 019-442 2115
Outlet Manager Log In Email
*May be the same as the Outlet Email krailnwar2115@gmail.com
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 Shop (beside/ nearby/ same row as/
locate store opposite)___________________________ (landmarks/tips)
Food court Kompleks Kraf Jalan Conlay
Device Purchase Programme Yes
X (Sunmi device)/No
*only applicable for GrabFood &
GrabMart *By opting Yes: A monthly surcharge per bundle will be charged to the
**only applicable for 1 device bundle per Merchant. For more details, please refer to the Order Summary section
outlet below
Photoshoot Required. N/A [X]

**One brand requires one session of
photoshoot at one location only. Once you
have selected the outlet for the main
photoshoot please indicate N/A for the
other outlets.
Package A:6 Photos per brand (RM168) [ ]
Package B:11 Photos per brand (RM240) [ ]
Package C:15 Photos per brand (RM278) [ ]

Package D:20 Photos per brand (RM310) [ ]

By ticking the box above, you have consented to the applicable

photography charges which will be deducted from the Merchant's
Goods Revenue.
ORDER SUMMARY
Below to be filled up by Merchant (if applicable)
Category
Photoshoot Required
**One brand requires one
session of photoshoot at
one location only. Once you
have selected the outlet for
the main photoshoot please
indicate N/A for the other
outlets.
Device Purchase
Programme
*only applicable for
GrabFood & GrabMart
**only applicable for 1
device bundle per outlet
Terms & Conditions
Price Total Items/Remarks
Total number of plans selected: Total Amount: RM XX
6 Photos per brand (RM168) : XX
11 Photos per brand (RM240) :_XX
15 Photos per brand (RM278) : XX
20 Photos per brand (RM310) : XX
RM48 per month per bundle (sim card + Sunmi printing Total No of Units:
device) :
Sim Card Plan: 3GB (internet) + unlimited calls
Payment Method
1. The Merchant agrees Grab shall have the right to deduct from the Merchant’s
daily settlement amount (“Merchant’s Settlement Amount) on a monthly basis on
the 1st of every month commencing from the following month of the date of
receiving the device from Grab. For avoidance of doubt, the method of deduction
shall be automatic and shall be deemed to be default mode of choice (“Automatic
Payment Method”).
2. The deduction from the Merchant’s Settlement Amount shall be made on a
monthly basis, regardless and irrespective of Merchant’s Settlement Amount. For
avoidance of doubt, if the Merchant ’s Settlement Amount on the day of deduction is
insufficient to deduct the amount owed, the Merchant ’s Settlement Account on the
day shall be negative. Grab shall have the right to claim or recover or set off the
negative balance with any balances the Merchant receives or any amounts credited
into the Merchant Settlement Amount on the following day or any period as
determined by Grab.
3. All applicable charges will be reflected in the Merchant’s Weekly Statement
4. The Merchant agrees that any loss, damages or defects of the asset(s) caused by any
negligence, mishandling, accident whether foreseeable or not, direct or indirect, either by
your Representative, employees, contractors, agents or third party, you shall compensate
Grab amounting to RM1152 per bundle without contesting or requesting for a discount.
The Merchant will be liable to return the asset(s) to Grab in the event the Merchant
submits an account deactivation request to Grab prior to the 24 months payment is
completed. Termination of the Device Purchase Programme shall only be applicable
subject to Merchant termination and/or termination by Grab from the Grab platform. For
avoidance of doubt, Grab shall not entertain any other reasons for such termination or
cancellation of the Device Purchase Programme..
5. For avoidance of doubt, any sums paid during such period prior to deactivation
shall not be reimbursed or returned. The Merchant shall compensate Grab
amounting to RM1152(Device Purchase Programme) per bundle if the asset(s) are
not returned to Grab(“DPP Penalty”). The Merchant agrees to compensate Grab for
the Device Purchase Programme items which shall be deducted from the
Merchant’s Settlement Amount. For avoidance of doubt, the method of deduction
shall be automatic and shall be deemed to be default mode of choice (“Automatic
Payment Method”). The Merchant agrees it shall pay the DPP Penalty within
fourteen (14) days from termination from the Grab platform and or the Merchant
shall allow Grab to deduct such amounts via the Automatic Payment Method. If no
such payments are made, this shall be considered a debt owing to Grab.
6. The Merchant agrees that Grab reserves the right to automatically un-pause their
outlet(s) within 3 working days starting from the date the Merchant received the
Device Purchase Programme items from Grab
 7. The Merchant agrees that if the Device Purchase Programme items are not
collected from Grab or its authorised representatives within 14 days from the day
that Grab or its authorised representative notifies Merchant of the availability of the
device, Grab reserves the right to automatically remove Merchant from the Device
Purchase Programme.

MERCHANT ACKNOWLEDGMENT AND AGREEMENT

The Merchant hereby agree to the terms in the payment method stated and agree that upon signing this Acknowledgement
and Agreement, the charges indicated above will be deducted from the Merchant’s Goods Revenue by Grab as indicated
above.

[MERCHANT COMPANY NAME]

__________________________
Name: Khairil Anwar bin Abdul Rahim
Designation: Director
 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 GrabMart/ GrabFood, including third party and Merchant's trademarks and other
intellectual property rights related materials.

“Disclosing Party” means either Party who discloses the Confidential Information under this Agreement;

“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;

“Device Purchase Programme” means a programme where Merchants have the option to sign up for a twenty-four (24) months
device bundle package, consisting of one (1) Sunmi V2 device, charger and cable, together with one (1) sim card. In this Device
Purchase Programme, Grab acts as a facilitator between a service provider and the Merchant, where the Merchant shall be charged
with a monthly fee for the device bundle package, which shall be set off from the Good Revenue for the term of twenty-four (24)
months. Upon completion of the twenty-four (24) months, legal and beneficial ownership shall then be passed to the Merchant. The
Merchant shall not be obligated to pay any further monthly payments.

“End User” means a customer who uses GrabMart / GrabFood to order Goods from the Merchant;

“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 applications, websites, e.g. “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; (b) matching of the Merchant with the Delivery Partners in order for Delivery Partners to perform delivery or
logistics services or (c) 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 Merchants 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 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 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 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 Geo Data" means any point of interest data including but not limited to latitude, longitude, address and place
name provided by Grab to Merchant relating to the End User's order;

“Goods” means one (1) or several products and/ or meals (i) owned and offered for sale by the Merchant; or (ii) which
the Merchant 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 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” means the Merchant 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;

“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. The term “Scan To Order” or “STO” and “Order At Table” or
“OaT” shall be used interchangeably;

“Party” means each of Merchant 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 the Grab App 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 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. 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’s takeaway services by enabling the Merchant 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;

“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, 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 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 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

Subject to Clause 13:

(a) this Agreement shall be effective throughout the Initial Term (as specified in the Commercial Terms); and

(b) this Agreement shall automatically renew for successive Renewal Periods (as specified in the Commercial
Terms).

4. SERVICES AND ORDER EQUIPMENT

4.1 GRAB shall not be involved in the actual transaction between Merchant and End Users. The Merchants
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:

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

(b) provide lead generation, payment processing agent, provide refunds and adjustments and other
related services in connection with sub-clause (a)
 (“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 agrees that GRAB is a technology company providing GrabMart/ GrabFood on the Grab App,
accordingly:

(a) GRAB does not have any responsibility with respect to the legality of transactions occurring between
Merchant and the End User and Merchant undertakes that all transactions are in compliance with the laws
including any anti-money laundering regulations;

(b) GRAB shall not be involved in any agreements, terms and conditions or rights and obligations between
the End User and Merchant. If there is any dispute arising out of or in connection with the Goods or any
other dispute in relation to Merchant’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 agrees
in the event of any dispute, Merchant 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

(c) neither GRAB nor its Affiliates provide any delivery or logistics services, but GRAB provides a platform for
Merchant 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
with a Delivery Partner via the Grab App, however GRAB cannot guarantee such compatibility can be
done at the time Merchant wishes to be matched. GRAB shall not be liable for any failure to match.

4.5 Merchant shall install any equipment reasonably required by GRAB for Merchant 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 will remain GRAB’s sole property and shall be used
solely for purposes related to fulfilling Merchant’s responsibilities under this Agreement. Merchant agrees to
use any security procedures or protocols or access credentials as requested by GRAB. Merchant shall not:
allow any third party to use the Order Equipment or Grab App; copy, modify, rent, lease, sell, distribute, reverse
engineer or otherwise attempt to gain access to the source code of the Order Equipment or Grab App; damage,
destroy or impede the services provided through the Order Equipment or Grab App; transmit injurious code; or
bypass or breach any security protection on the Order Equipment or Grab App. GRAB may restrict or rescind
Merchant’s right to use the Order Equipment or Grab App at any time. Merchant shall be responsible for any
damage to or loss of any Order Equipment provided by GRAB, which shall be promptly reimbursed by Merchant
(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 under this Agreement.

4.6 The Merchant 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 shall provide GRAB with all information necessary to present the Merchant’s offering. This
includes the Merchant’s:

(i) menu with categories, logo, images, prices; and

(ii) 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 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 shall
immediately notify GRAB in writing should there be price changes. Merchant 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 Data in relation to any business activity of Grab and its
affiliates, except that GRAB shall have the right to freely use Data that is in the public domain (which is not as
a consequence of any breach by GRAB). For avoidance of doubt, the Data Merchant’s menu, logo, images,
 prices, and its company identity may be published on Grab App and other media means (including but not
limited to twitter, Facebook and Google AdWords campaign).

5. PARTIES’ OBLIGATIONS

5.1 GRAB and Merchant shall perform their respective obligations as set out under this Clause 5.

5.2 GRAB’s obligations and rights

5.2.1 GRAB shall present and keep updated on the Grab App the Stores / Restaurant information and Goods
information offered by Merchant, to the extent that such information and updates are communicated to
GRAB by Merchant in a timely manner and otherwise in accordance with Clause 5.3.1.

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.

5.2.3 GRAB has absolute discretion to determine the shelving of Goods in consideration of product
performance and any other special offers.

5.2.5 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.

5.2.6 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.

5.2.7 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’s obligations and rights

5.3.1 Merchant shall provide GRAB with all information and updates on the Stores/ Restaurant and Goods
as necessary to enable GRAB to fulfill its obligations under Clause 5.2.1. Such Content Material must
be complete and accurate and includes but is not limited to Merchant’s Listed Items, logo, images of
Goods, prices, and Merchant’s company particulars.

5.3.2 Changes to information provided under Clause 5.3.1 shall be communicated by Merchant to GRAB
immediately (and in any event no later than 3 Business Days after such change occurring).
Notwithstanding the foregoing, Merchant shall honour all Goods orders made in reliance of any
information (even if outdated) published on the Grab App.

5.3.3 Merchant shall verify the information published by GRAB and immediately point out any mistakes or
inaccuracies.

5.3.4 Merchant 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, without any charge to GRAB;

5.3.5 If there is any change to Merchant’s business and/or operating licenses (including, as applicable,
Halal certification, liquor license etc), Merchant shall communicate such change to GRAB immediately
(and in any event no later than within 24 hours of such change).

5.3.6 Merchant shall ensure to provide all necessary information in relation to the Content Materials to be
published on Grab App relating to Merchant, Stores/ Restaurant and Goods and shall be in
compliance with all laws and regulatory requirements. Merchant further warrants the Content
Materials are in compliance with all prerequisite licenses, regulatory requirements, permits,
authorizations and approvals;

5.3.7 Merchant shall ensure that any and all information provided to GRAB does not violate any third party’s
Intellectual Property Rights.

5.3.8 Merchant shall process all orders with all reasonable care and as soon as they are submitted by the
End User. Merchant shall prioritise orders made through GrabMart/ GrabFood whenever the Merchant
Store is online and available for orders on the Grab Platform/ Grab App. Orders shall be fulfilled as
soon as possible and be ready for collection by the relevant Delivery Partner.

5.3.9 Merchant 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 shall notify GRAB within 5 minutes of receiving an order if Merchant is unable to fulfil that
order, in order for GRAB to notify the End User immediately.

5.3.11 Merchant 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 to GRAB immediately.

5.3.12 Merchant shall ensure that any Goods prepared for collection by any one Delivery Partner in a single
trip shall not (in aggregate) exceed 10 kilograms.

5.3.13 Merchant shall ensure that the following restricted items shall not be sold for consumption or sent for
delivery: people or animals of any size, illegal items, fragile items, 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 does not have permission or license to sell.

5.3.14 Merchant 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 to cross-check the
order IDs with the Delivery Partners before releasing the order for pick up.

5.3.15 Merchant 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.

5.3.16 Merchant shall issue a valid receipt to the End User, as required under any applicable laws.

5.3.17 Merchant shall fulfil all orders for Goods at their stated quantity (subject always to Clause 8.3) and
prices as determined in the Retail Price.

5.3.18 Merchant shall provide GRAB written notice of any requirement or provision of any contract that may
conflict with any requirement or provision of the Agreement.

5.3.19 Merchant 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.

5.3.20 Merchants 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.

5.3.21 Merchants 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.

5.3.22 Merchant shall auto-accept any and all orders created by the End User.

5.3.23 Merchant shall pack alcohol beverages separately in an opaque packaging and shall be clearly
labelled of its contents in a manner that is reasonably identifiable.

5.3.24 Merchant 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.

5.3.25 Merchant agrees to the terms as stated in the Terms of Service as listed in
https://www.grab.com/my/terms-policies/transport-delivery-logistics/;

5.3.26 Self Pick-Up

(i) Merchant agrees that the Self Pick-Up feature shall apply to all Goods and Merchant 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;

(ii) In the event the End User opted-in for the Self Pick-Up feature, Merchant 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;

(iii) Merchant 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. Merchant agrees Grab shall not be liable if there are mixed up
or wrong orders done due to the negligence/fault of the Merchant;
 5.3.27 Scan To Order (“STO”)

(i) Scan to Order shall only be applicable to GrabFood. In respect of Goods to which Scan To Order
applies, Merchant shall ensure as follows:

(a) 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.

(b) Merchant 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 shall exert best efforts to maintain
and preserve the readability and scannability of the STO QR Codes.

(c) Merchant shall promptly replace any damaged or missing STO QR Codes in the manner as
may be prescribed by GRAB from time to time. Merchant shall, if required by GRAB, bear all costs
and expenses associated with replacement of such STO QR Codes.

(ii) 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 agrees such responsibility will be
borne by the Merchant 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.

(iii) 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.

(iv) Merchant agrees the Retail Prices of Goods offered via Scan To Order are identical to the prices
offered by the Merchant to End Users at its Stores/Restaurant. For avoidance of doubt, in the
event of any discrepancies in the Retail Prices of Goods (including discrepancies with the SST
calculations), Merchant shall be liable for any additional increase in price and agrees it shall not claim
any amounts to GRAB or the End Users.

5.3.28 Demand Generation via Grab Online Shop

(i) In respect of Goods to which Demand Generation via Grab Online Shop applies, Merchant 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.

(ii) Merchant agrees any refunds requested by the End Users shall be made based on refund policies
and processes as stipulated in the GrabFood refund policies.

6. MERCHANT’S UNDERTAKING IN RELATION TO GOODS

6.1 The Merchant 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;

6.15 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 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 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 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 a Service Fee, 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 shall be responsible to pay
the 6% Service Tax imposed on the Service Fee. The Merchant is not allowed to charge any charges (which
is not shown on the Grab App) to the End User.

8.2 Delivery Service Fee: Where Merchant is paid for an order, Merchant is responsible for the Delivery Service
Fee even if a Delivery Partner is unable to complete the delivery. The Merchant agrees in no event shall
Merchant charge the Delivery Service Fee to any End User. In the event the End User opts in for Self Pick-Up
feature, GRAB shall not charge any Delivery Service Fee to the Merchant.

8.3 Payment by End User to Merchant: Merchant acknowledges and confirms that the End User shall pay Merchant
the Retail Price and the tips, (where applicable), immediately upon the Goods being picked up by the Delivery-
Partner (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 (including tips, where applicable) on a
deferred basis, Merchant shall agree to grant the End User deferred payment terms such that the End
User shall only be obliged to pay Merchant, on an interest-free basis falling by the 7th day of the
subsequent month after the month of the Confirmed Order of the Goods ("PayLater Method"). Merchant
agrees that GRAB may, whether through the Grab App or otherwise, facilitate any such payment to
Merchant by the End User (including by way of provision of the End User's name and contact information
to Merchant).

Merchant may assign such payments on deferred payment terms (the "Receivables") to GRAB, its affiliate
company, or such other third party as GRAB may approve. If Merchant chooses to assign the Receivables to
GRAB or its affiliate company or such approved third party, Merchant will enter into a receivables purchase
agreement agreed between Merchant and such party pursuant to which Merchant will receive payment in
exchange for Merchant’s assignment of the Receivables.

8.4 Remittance to Merchant (Immediate Payment Method): GRAB shall act as the collection agent of Merchant in
respect of the payment by End User of the Retail Price. GRAB shall remit to Merchant the final payable amount
of Goods Revenue, to the calculation of (i) Goods Payment (including any fees collected on Merchant’s behalf)
earned by Merchant, including the Discount (if any), and (ii) deducting any refunds given to End Users as direct
or indirect result of Merchant’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 on a weekly basis. “Goods Payment” shall mean the Retail Price of the
Goods(s) sold and determined by Merchant 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, subject to clause 5.3.5. “Merchant’s Negligence” shall mean any actions or inactions of the Merchants
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, in the event (i) there are any amounts owing by the Merchant to Grab for any
agreements/arrangements between Parties, (ii) GRAB determines that the Merchant 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 (PayLater Method): GRAB shall act as the collection agent of Merchant in respect of
the payment of the purchase price by the assignee for the assignment of the Receivables. GRAB shall remit
 to Merchant the final payable amount of Goods Revenue, to the calculation of (i) Goods Payment (including
any fees collected on Merchant’s behalf) earned by Merchant, including the Discount (if any), and (ii) deducting
any refunds given to End Users (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 on a weekly basis

8.6 GRAB may delay, suspend or cancel any remittance to the Merchant in the event the Merchant breaches any
term of the Agreement, and in the event there are any remittance made to the Merchant, such remittance shall
not in any way be considered as a waiver of GRAB’s rights.

8.7 In the event GRAB determines the Merchants 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 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 Merchants 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, 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 your 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
you to us and or any of our 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 to reimburse GRAB, if GRAB is of
the view that Merchant 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 or
otherwise), such amount will be recoverable by GRAB from Merchant as a debt due from Merchant and GRAB
will be entitled to deduct such amount from amounts payable to Merchant, or by other methods at GRAB's
election.

9.3 Merchant 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 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’s store/ restaurant to exchange the Goods, however, GRAB shall not
be obligated to refund any amounts to the Merchant or End User. For avoidance of doubt, such arrangements
are between the Merchant 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 subject to Clause
8.1.

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’s breach of this
Agreement or negligence.

9.8 Subject to Clause 9.6, the Merchant agree in the event there are unsuccessful delivery specifically for alcoholic
beverages, the Merchant shall allow the Delivery-Partner to return the alcoholic beverages to the respective
Store /Restaurant. The alcoholic beverages shall be stored for a holding period of three (3) days. The Merchant
shall allow the End User to collect the alcoholic beverages within the three (3) day holding period, provided,
the recipient collecting the alcoholic beverages matches the End User who made the Order. In the event the
alcoholic beverages are not collected during the holding period, the Store/ Restaurant and or Merchant are
free to manage or dispose the alcoholic beverage as the Merchant deems fit.

10. TAXES
10.1 Merchant shall be responsible for determining and setting the Retail Price for each Goods. Merchant 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.

11. INTELLECTUAL PROPERTY

11.1 Merchant 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 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 undertakes, represents and warrants that:

11.2.1 the Content Materials as provided by the Merchants are not prohibited and comply with all applicable
laws (including all minimum age, 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 shall be 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
may not contain any sexually explicit (except as expressly permitted in written by GRAB or allowed
under applicable laws), defamatory or obscene materials;

11.2.3 it will not provide any Content Materials, or seek to list for sale on the GrabMart / GrabFood any
Goods, or provide any uniform resource locator ("URL") marks unless it has the right/license to provide
GRAB to publish the Content Material;

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.

11.4 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 App, GrabMart/ GrabFood, and the
Services.

11.6 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.

11.7 This Agreement confers to Merchant 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 App, GrabMart/
GrabFood 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 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 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.

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 10.1 shall continue to be true for so
long as this Agreement subsists and any Service Fee remains outstanding and unpaid and shall promptly notify
each Party in the event any of the representations or warranties become untrue in any way or form.

12.3 Merchant 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 to
use the Grab Geo Data for the purposes of the Merchant's:

(a) accessing and viewing of the Transaction Records for its internal business purposes;
(b) presenting the Transaction Record to Merchant’s End Users who utilize GRAB’s Services pursuant to this
Agreement;
(c) processing and completing the End User's order;
(d) providing the GRAB Geo Data to its Delivery Partner strictly for the purposes of delivery of the Goods to the
End User; and
(e) complying with applicable laws mandatory disclosure of Transaction Record to a regulator or law
enforcement agency.

13.2 Merchant shall:

(a) 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
(b) ensure that it, its personnel and Delivery Partner 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;
(c) 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
(d) ensure that its Delivery 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 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 geo related data ("Data") in relation to any business
activity of Grab and its affiliates. Notwithstanding any of the foregoing, the Merchant 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 Data shall be vested solely and
entirely in GRAB. For the avoidance of doubt, the Merchant 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.
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, immediately terminate this Agreement or
temporarily suspend the Services, if:

(a) GRAB suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its
employees or agents;
(b) Merchant repeatedly receives bad reviews from End Users or complaints of failure to fulfil Goods orders;
or
(c) Merchant is in violation of any food safety or other regulations relating to Stores / Restaurant and/or Goods;
or
(d) In its reasonable opinion, the Merchant 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 shall indemnify, defend and hold harmless the GRAB
Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or
related to any harm resulting from Merchant’s violation or alleged violation of any applicable retail food or other
health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross
negligence or willful misconduct of GRAB or its employees.

15.2 The Merchant 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'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 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'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 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 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 and anyone claiming by or through Merchant, 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 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 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 Merchant agrees to use, disclosure, store, retain or otherwise process Personal Data solely for the purposes
of performing its obligations under this Agreement. Merchant shall maintain the accuracy and integrity of any
Personal Data provided by GRAB in its possession, custody or control. Merchant agrees to retain Personal
Data provided to Merchant by GRAB solely by using the software and tools provided by GRAB.

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 as
permitted above and (ii) that Merchant agrees that GRAB may assign and/or transfer any of its rights and/or
obligations under this Agreement to any Affiliate of GRAB without the Merchant’s consent. In respect of the
assignment or transfer by GRAB, the Merchant agrees to use its best efforts to provide necessary cooperation
to GRAB and take necessary or relevant action as requested by GRAB and it is agreed by the Parties that
such assignment and/or transfer 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 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 unless the Merchant notifies Grab of any objection in writing within two (2) weeks of the date that
Grab informs the Merchant or sends the Merchant 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 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 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 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 or Grab.
27.4 The Merchant shall immediately notify Grab if, any person employed by Grab or acting on Grab’s behalf or any
of Merchant’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. 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 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 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 if it has a good faith belief that the Merchant 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 to comply with this Clause 27.7 or related to the termination of the Agreement under this Clause 27.7.
The Merchant shall indemnify and hold Grab harmless against any such claims, losses, or damages.
 Appendix 3

Merchant GrabPay Addendum

Important – please read this Merchant GrabPay Addendum (the “Addendum”) carefully. The terms of this Addendum stated herein
constitute a legal agreement between you (“You”, the “Merchant”) 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) form part of and are hereby incorporated into this Merchant 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 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 also agrees that where it has provided the
Company and/or any of the Company’s affiliates with the name/logo/image/trademark(s) belonging to any third party
to be used for purposes of advertising/marketing efforts, Merchant has the required permission from such third party.

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

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

3. Any information and data provided by the Company to the Merchant and used by the Merchant directly or indirectly in the
performance of this Addendum shall remain at all times the property of the Company. It shall be identified, clearly marked and
recorded as such by the Company on all media and in all documentation. The Merchant shall take all reasonable precautions
to preserve the integrity and confidentiality of such data and information and prevent its corruption, damage, destruction, or
loss or leakage. In the event of termination of this Addendum, when directed to do so by the Company, the Merchant 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 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 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 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 when the Merchant 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 is solely offering accepting GrabPay as a payment option only for GrabMart / GrabFood services, the
following terms shall not apply.

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

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

7. The Company agrees that the Service shall be provided to the Merchant on the basis of a Merchant Discount Rate, being a
percentage, variable at the Company’s discretion, of the total value of transactions received into the Merchant GrabPay Wallet.
Such Merchant Discount Rate shall be waived for a period of time until the Merchant is notified otherwise in writing (including
by email).

8. The Merchant agrees:-

a. that in the event a Merchant Wallet is opened for the Merchant, its balance held in the GrabPay Wallet may not
exceed the defined limit required by law as stipulated by Grab on its website. In the event that the balance of the
Merchant’s GrabPay Wallet approaches the defined limit, the Company will implement measures to expedite the
removal of funds from the Merchant GrabPay Wallet. The Company will notify the Merchant 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 App and/or the Merchant
GrabPay Wallet, whereby the settlement to the Merchant’s designated bank account is set on a daily basis or other
settlement terms as may be determined by the Company from time to time.

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.
 Appendix 4

Terms and Conditions for PayLater for Malaysian GrabMart/ GrabFood Merchants
Last modified: 7 October 2019

1 TERMS OF PAYLATER

Important - please read these terms carefully. The terms stated herein constitute an electronic agreement (collectively
referred to as "PayLater Terms" or "Agreement") and you agree that you have read, understood, accepted and agreed with
the PayLater Terms. Your continued use of the Application, whether or not this Agreement has been reviewed by you, shall
constitute your consent to and acceptance of the PayLater Terms. You further agree to the representations made by yourself
below.

The PayLater Terms constitute a legally binding agreement between you and GFin Services (M) Sdn. Bhd. (Company No.
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).

For the purpose of these PayLater Terms, wherever the context so requires "you", "your" or "user" shall mean any natural
or legal person who has agreed to PayLater.

GFin reserves the right to modify, vary or change the terms and conditions of this Agreement at any time as it deems fit.
Such modifications, variations or changes to the Agreement shall be effective upon the posting of an updated version of this
Agreement as communicated to you by way of email or otherwise. You agree that it shall be your responsibility to review
this Agreement regularly whereupon the continued use of the Service on the mobile application supplied to you by MyTeksi
Sdn. Bhd. (the "Application") after any such changes, whether or not reviewed by you, shall constitute your consent and
acceptance to such changes.

WITH PAYLATER, AN END USER MAY, WHERE AVAILABLE, SELECT THE "PAYLATER" PAYMENT
METHOD WITHIN THE GRAB APP IN RESPECT OF ANY GOODS TO BE PROVIDED BY YOU. IF THE
"PAYLATER" PAYMENT METHOD IS SELECTED, YOU HAVE AGREED UNDER THE GRAB MARKETPLACE
AGREEMENT TO GRANT THAT CUSTOMER DEFERRED PAYMENT TERMS SUCH THAT THE CUSTOMER
SHALL ONLY BE OBLIGED TO PAY YOU THE RETAIL PRICE (INCLUDING TIPS, WHERE APPLICABLE) FOR
THE PROVISION OF SUCH GOODS, ON AN INTEREST-FREE BASIS, 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").

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 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 in the Grab App which is due to you on the terms and conditions of this 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"). GFin shall pay the Purchase Price to MyTeksi (as your collection agent of the
Purchase Price) promptly once there is a Delivery/Deemed Delivery in respect of a Confirmed Order and ensure that
MyTeksi (as your collection agent) will remit to you the Purchase Price (less any deductibles permitted by the Grab
Marketplace Agreement) when required by the Grab Marketplace Agreement.
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 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 form set
out below or in such other form as acceptable to GFin (a "Notice of Assignment").

To: [insert customer]

Thank you for using PayLater. The payment for your fare, order and/or delivery 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
by [insert end date] through the Grab App.

3.2 No Further Rights

In respect of a Deferred Goods Payables, with effect from the payment of the Purchase Price, 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 payment
of the Purchase Price for 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 Agreement or in respect
of the Deferred Goods Payables purchased under this Agreement or to protect or otherwise perfect the interest of
GFin to the Deferred Goods Payables purchased under this 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 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 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 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 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
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 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 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 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 Agreement, you have agreed with the customer
deferred payment on the terms required and set out in the Grab Marketplace Agreement and

(k) there is no prior sale, assignment, transfer or encumbrance in respect of the Deferred Goods Payables purchased
under this 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
Agreement by reference to the facts and circumstances subsisting on each such day.

(b) You acknowledge that GFin has entered into this 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 Agreement forthwith without prior notice if:

(a) you commit a breach of this 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.

Alternatively, GFin may also terminate this 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 Agreement at any time by giving five (5) days’ prior notice to GFin without assigning any reasons.

5.3 Termination

(a) Termination of this 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 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 Agreement.
 (b) GFin may exercise such rights if: (i) any representation and warranties made by you under this 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 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 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 Agreement and any other agreement or document entered into or signed under or in connection with this
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
Agreement.

7 PERSONAL DATA

You agree and consent to GFin using and processing your Personal Data (as defined in the Privacy Policy) for the purposes
and in the manner as identified under the Privacy Policy that you agreed to at the point of registration.

8 NOTICES

GFin may give notice by means of electronic mail to your email address in the records of GFin, or by written communication
sent by Registered mail or pre-paid post to your address in the record of GFin. Such notice shall be deemed to have been
given upon the expiration of 48 hours after mailing or posting (if sent by Registered mail or pre-paid post) or one hour after
sending (if sent by email). You may give notice to GFin (such notice shall be deemed given when received by GFin) by
letter sent by courier or registered mail to GFin's registered address or such other address notified to you by GFin.

9 INTERPRETATION AND DEFINITIONS

9.1 Interpretation

This Agreement, and all the Schedules attached hereto, together with the terms and conditions constitutes a legally binding
Agreement between the Parties and should be read together in full. To the extent there is a conflict between said Schedules
and this Agreement, the terms of this Agreement shall prevail, and:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include any gender;

(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 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 Agreement will be construed adversely to a Party solely on the ground that the Party was
responsible for the preparation of this Agreement or that provision;

(g) a reference to a document or this Agreement includes all amendments or supplements to, or replacements or
novations of, that document or this 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.

9.2 Definitions

In this Agreement, unless the subject or context otherwise requires or unless it is otherwise expressly provided:

"Alternate Country" means a country, other than Malaysia, which the User is registered for the Application;

"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 delivery of goods on the Grab App in respect of which the
End User has received a confirmation as to such order under the Grab App or by way of email;

"Deferred Goods Payables" has the meaning ascribed to it in Clause 1;

"Delivery/Deemed Delivery" means: (i) the occurrence of a delivery, where the delivery service provider has delivered
goods (regardless of whether there are any missing items) to the End User in respect of a Confirmed Order; or (ii) the
occurrence of a deemed delivery, being when an End User is expressed to remain liable to pay the order value in full under
the End User Terms and Conditions where:; (a) the End User is not present or does not show up at the designated delivery
location after 10 minutes from the time that the delivery service provider arrives at the designated delivery location; or (b)
the End User is unreachable physically or uncontactable after 10 minutes from the time that the delivery service provider
arrives at the designated delivery location;

"End User" means a customer who uses GrabMart /GrabFood to order goods from the Merchant;

"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/;

“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 MyTeksi 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).

"GFin" means GFin Services (M) Sdn. Bhd. (Company No. 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 this Agreement and includes all liabilities and obligations whether present or future or actual or contingent;

"MyTeksi" means MyTeksi Pte. Ltd. (Company No. 953755-D);

"Notice" means any demand, request, notice or other communication made on or behalf of GFin or by you, as the case may
be;

"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;

"PayLater" means the deferred payment matching service, "PayLater", under which a GrabMart/ GrabFood merchant
agrees to accept payment by customers on a deferred basis and selling the Deferred Goods Payables to GFin;

"PayLater Terms" or "Agreement" has the meaning ascribed to it in Clause 1;

"Privacy Policy" means the privacy policy describing how Grab Holdings Inc. and its respective subsidiaries, associate
companies and jointly controlled entities use their user's personal data as the case may be as listed in
https://www.grab.com/my/privacy/;

"Retail Price" means the retail price as published on the Grab App, which shall be inclusive of Services Tax, of any goods
made available by you via the Grab App for purchase by customers;
 "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 merchants to goods orders requested by
customers and facilitate delivery by third party delivery service providers.

10 GENERAL

10.1 Successors and Assigns

This 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.

10.2 Assignment

This Agreement as constituted by the terms and conditions as modified from time to time and any rights or benefits under
this 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.

10.3 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 this 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.

10.4 Governing law and others

This Agreement shall be governed by Malaysian law, without regard to the choice or conflicts of law provisions of any
jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the PayLater Terms
shall be subject to the exclusive jurisdiction of the courts of Malaysia to which you hereby agree to submit to.

In the event that the law in an Alternate Country does not allow jurisdiction to be that of the courts of Malaysia or where
judgment of a Malaysian court is unenforceable in the Alternate Country, unresolved disputes 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.

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 this Agreement) exists, between you or GFin or MyTeksi
as a result of the PayLater Terms.

MyTeksi and its affiliate companies may rely on any clause in the PayLater Terms which confers rights on it.

If any provision of the PayLater Terms 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.

The failure of GFin to enforce any right or provision in the PayLater Terms shall not constitute a waiver of such right or
provision unless acknowledged and agreed to by GFin in writing.

The PayLater Terms 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.