HOTDEALS Agreement

(Commercial Terms)

:
Merchant Name X team burger
:
Merchant Company No. 003016073-u
: No 3 jalan 5/12a taman West Country 43000
Merchant Address
kajang selangor

A. Merchant hereby agrees to participate in the following marketing programme offered by MyTeksi
Sdn Bhd (Company No.: 201101025619), a company incorporated under the laws of Malaysia,
having its business address at Level 17, 1 First Avenue, Bandar Utama, 47800 Petaling Jaya,
Selangor Darul Ehsan, Malaysia (“Grab”);

(Merchant and Grab together shall be referred to as the “Parties” and individually as a “Party”)

1. Marketing : HOTDEALS Campaign

Campaign
(“Campaign”)

2. Campaign : Each HOTDEALS Campaign starts on the 1st of each month until the
Period last day of the month. Renewals are not automatic, and
Merchant-Partners are required to actively opt-in for each cycle.

3. Campaign Cycle [ ] “April” cycle, i.e. 1.4.2023 – 30.4.2023

(“Cycle”) [ ] “May” cycle, i.e. 1.5.2023 – 31.5.2023
[ ] “June” cycle, i.e. 1.6.2023 – 30.6.2023

* Merchant-Partner please tick the box of the Campaign Cycle

selected

4. Campaign : 1. The Campaign is a marketing product targeted to boost the sale of

Mechanics Merchant’s Goods whereby ‘HOTDEALS’ vouchers up to RM12
discount (capped at respective amount) will be offered to
consumers, at the following three tiers:

Tier Discount and Cap Value

Up to RM4 with a minimum order value
Tier 1
of RM16
[ ] &
Up to RM7 with a minimum order value
Tier 2
of RM25
Up to RM4 with a minimum order value
Tier 1, Tier of RM16
[ ]
2 &Tier 3 Up to RM7 with a minimum order value
of RM25
 Up to RM12 with a minimum order
value of RM50

* Merchant-Partner please tick the box of the Tier selected

2. Consumers may combine the ‘HOTDEALS’ vouchers with ‘Free

Delivery’ discounts that are fully funded by Grab to achieve up to
RM15 off.

3. Hours of which the Campaign will run daily shall be determined

solely by Grab.

5. Marketing : 1. For every successful ‘HOTDEALS’ order, Merchant-Partner will

Success Fee pay Grab the following marketing success fees:

(a) Tier 1: RM2.50 success fee for RM16 minimum order value

(b) Tier 2: RM5.00 success fee for RM25 minimum order value

(c) Tier 3: RM7.00 success fee for RM50 minimum order value

2. If redemptions of Tier 2 voucher surpass 6,000 promo codes in

each cycle (on a brand basis, not outlet basis), Merchant-Partner
will be required to fund an additional RM0.50 per redemption for
the 6,001st redemption and onwards, i.e. RM5.50 success fee,
for Tier 2 ‘HOTDEALS’ voucher.

3. This additional RM0.50 charge will be utilised to increase

Merchant-Partner’s marketing visibility granted via Grab Ads in
the Campaign in the event Merchant-Partner opt in for the next
Campaign Cycle

B. The Parties acknowledge and agrees that Merchant-Partner acts as GrabFood Merchant and
enters into this Agreement pursuant to the Grab Merchant Agreement and/or the Grab
Marketplace Agreement and are subject to the following Terms of Service:

(a) Transport, Delivery and Logistics Terms of Service at

https://www.grab.com/my/terms-policies/transport-delivery-logistics; and

(b) Grab Marketing Solutions Terms of Service at

https://www.grab.com/my/terms-policies/gms-terms-of-service/

The Parties agree the right and obligations under this Agreement is inclusive to the right and
obligation envisaged under the Grab Merchant Agreement and/or the Grab Marketplace
Agreement (whichever is applicable).

C. In the event of any conflict or inconsistency, the inconsistency shall be resolved by giving
precedence in the following order:

(a) Commercial Terms of the HOTDEALS Agreement;

 (b) HOTDEALS Standard Terms & Conditions (Schedule 1);
(c) Grab Marketing Solutions Terms of Service
(https://www.grab.com/my/terms-policies/gms-terms-of-service/)
(d) Grab Merchant Agreement & Appendices or the Grab Marketplace Agreement & Appendices
(whichever is applicable); and
(e) Terms of Service: Transport, Delivery and Logistics
(https://www.grab.com/my/terms-policies/transport-delivery-logistics/).

D. 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.

Signed for and on behalf of

Signed for and on behalf of Merchant MyTeksi Sdn Bhd
[insert name of the entity]

____________________________________
_ ___________________________________
Name:
Muhammad shah Rizal bin
_
Title: azlan Name: Tan Jiong Jian
Title: Head of Commercial
Director
 HOTDEALS Standard Terms & Conditions
Schedule 1
1. AGREEMENT

1.1 Parties agree to enter into this Agreement, where Grab shall fully fund the HOTDEALS campaign
and in exchange the Merchant-Partner shall pay Grab the Marketings Success Fee. Nothing in this
Agreement will require Grab to undertake any acts or perform any services, which in its good faith
judgment would be misleading, false, libelous, unlawful, in breach of any laws, contractual
obligation or otherwise prejudicial to Grab’s interest.

1.2 Grab reserves the right, at any time, temporarily or permanently, in whole or in part, to modify,
suspend or discontinue the HOTDEALS campaign. Merchant-Partner agrees that neither Grab nor
any of its Affiliates shall be liable to Merchant-Partner (or to any third party) for the HOTDEALS
campaign, including for any modification, suspension or discontinuance of the HOTDEALS
campaign. For the avoidance of doubt, the HOTDEALS campaign is a Grab fully funded ‘promo
code’ marketing campaign with a daily accumulated campaign redemption limit with Marketing
success fee payable by Merchant-Partners.

1.3 The rights and privileges under this Agreement are subject to the tenure of the Grab Marketplace
Agreement or the Grab Merchant Agreement. The Merchant-Partner agrees the service fee charged
by Grab for the services rendered in the Grab Marketplace Agreement or Grab Merchant Agreement
(whichever applicable) (“Marketplace Service Fee”) shall continue, unless terminated in
accordance with Grab Marketplace Agreement or Grab Merchant Agreement (whichever
applicable). In the event the Grab Marketplace Agreement has lapsed, Grab may exercise its right
to terminate this Agreement without cause or be liable to any damages.

2. TERM

2.1 This Agreement shall continue to be in force during the selected Campaign Period, as listed in item
3 of the Commercial Term, unless terminated in accordance with clause 11 of this Agreement.

3. PARTIES’ OBLIGATIONS

3.1 Merchant-Partner’s obligations:

3.1.1 In order to fulfil the Campaign, the Merchant-Partners authorises Grab to perform the services
below:

(a) promotions;

(b) campaign/ marketing investments and initiatives;

(c) online advertisement/ marketing materials; and/ or

(d) any other initiatives that may be performed by Grab from time to time at its sole discretion
whichever Grab deems necessary in its sole discretion whether it will be a combination of
activities or a specific activity on behalf of the Merchant-Partners in connection with the
HOTDEALS Campaign.
3.1.2 In addition to the above, Merchant Partners also agreed:

(a) to pay the Marketing Success Fee;

(b) to use its best commercial efforts, if requested by Grab, to take part in joint marketing,
promotional or public relation activities for the GrabFood App;

(c) to advertise and promote GrabFood services and each HOTDEALS Campaign at all times

(d) and warrants that the ordered item / food shall always be available when ordered by users
using GrabFood App during the Term;

(e) to provide Grab with all necessary documentation in the English language or such other
languages as Grab may consider necessary to assist with the promotion of the HOTDEALS
campaign, at no further cost to Grab;

(f) and authorise Grab to charge the Marketplace Service Fee on the meal order value (“Retail
Price”) and the Retail Price charged shall be before any Marketing Success Fee;

(g) to abide by the Terms of Service: (i) Transport, Delivery and Logistics as listed on
https://www.grab.com/my/terms-policies/transport-delivery-logistics/ and (ii) Grab Marketing
Solutions on https://www.grab.com/my/terms-policies/gms-terms-of-service/ and any other
applicable terms as determined by Grab;

(h) that the terms and conditions of the Grab Marketplace Agreement shall be observed and
complied with at all time

3.2 Grab’s Rights and Obligations

3.2.1 Grab shall use commercially reasonable efforts and considerations to market the
Merchant-Partner’s promotions.

3.2.2 Any termination from the Merchant after commencement of each Campaign Cycle is not
allowed and termination post 15th of each month for the next Campaign Cycle is subject to
Grab’s sole discretion. Grab reserves its right to continue the HOTDEALS Campaign for the
Campaign Cycle Merchant-Partner signed up for whereby Merchant will be liable for the
Marketing Success Fee incurred.

3.2.3 Grab reserves the right to modify the Campaign, or any part of it, for any reason at any time
with or without notice to the Merchant-Partners. However, Grab may cancel and/or suspend the
HOTDEALS Campaign or any part of it by notifying the Merchant-Partners no later than 7 days
prior to such cancellation and/or suspension of the HOTDEALS Campaign. In avoidance of
doubt, during such cancellation and/or suspension, Merchant-Partners are free from paying the
Marketing Success Fee.

3.2.4 The Merchant-Partner agrees Grab reserves the right to revise the Marketing Success Fee
based on its sole assessment and in accordance with any reasonable market rates and any the
associated factors which may affect the costs involved in the Marketing Success Fee.
4. MARKETING SUCCESS FEE

4.1 The Merchant-Partner agrees payment of Marketing Success Fee shall be made via utilization
basis and Grab shall have the right to deduct from the Merchant-Partner Daily Settlement amount
(“Merchant-Partner Settlement Amount”) on a weekly basis, during each Campaign Period.
“Merchant-Partner Daily Settlement” means total earnings from the orders on the day. For the
avoidance of doubt, the method of deduction shall be automatic and shall be deemed to be default
mode of choice (“Automatic Payment Method”). Grab reserves the right to change the collection
method and/or cadence with at least 7 working days notice.

4.2 The deduction from the Merchant-Partner Settlement Amount shall be made on a weekly basis
regardless and irrespective of Merchant-Partner Settlement Amount. For the avoidance of doubt, if
the Merchant-Partner Settlement Amount on the day of deduction is insufficient to deduct the
amount owed, the Merchant-Partner 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-Partner receives or any amounts credited into the Merchant-Partner Settlement Amount
on the following day or any period as determined by Grab.

4.3 Grab shall have absolute discretion as to consider different methods of repayment of the funding
amount, including but not limited to invoicing the Merchant-Partner of the pending amount
(“Invoicing Method”). In the event Grab agrees to the Invoicing Method, the Merchant-Partner
shall make payment within 30 days of the invoice, failure of which, shall result in the reinstatement
of the Automatic Payment Method.

5. INTELLECTUAL PROPERTY

5.1 Merchant-Partner represents and warrants to Grab that:

(a) Merchant-Partner is a company duly organised, validly existing and in good standing under the
laws of its place of incorporation. Merchant-Partners the company power and authority to
perform its obligations under this Agreement;

(b) the execution, delivery and performance by Merchant-Partner of this Agreement has been duly
authorised by all necessary company action, and does not and will not contravene the terms of
Merchant-Partner’s organisational documents, conflict with, or result in any breach or
contravention of, any contractual obligation to which Merchant-Partner is subject to or any
order, injunction, writ or decree of a governmental authority to which Merchant-Partner or its
property is subject to or violate any requirement of applicable laws and regulations;

(c) Merchant-Partner shall not directly or indirectly, offer or provide any improper or corrupt
payments, gifts or things of value to any person; and shall comply at all times with the
anti-corruption/anti-bribery and anti-money laundering laws and regulations of all applicable
jurisdictions which it operates in; and

(d) Merchant-Partner has relied upon its own judgment in entering this Agreement, after receiving
legal and financial advice, and no inducements, representations or warranties, other than
those expressly set forth in this Agreement have been given in respect of Grab, the Grab App,
the Grab Service,the GrabFood App or this HOTDEALS Campaign.

8. REPRESENTATIONS AND WARRANTIES

8.1 Merchant-Partner represents and warrants to Grab that:

8.1.1 Merchant-Partner is a company duly organised, validly existing and in good standing under
the laws of its place of incorporation. Merchant-Partners the company power and authority to
perform its obligations under this Agreement;

8.1.1 the execution, delivery and performance by Merchant-Partner of this Agreement has been
duly authorised by all necessary company action, and does not and will not contravene the
terms of Merchant-Partner’s organisational documents, conflict with, or result in any breach
or contravention of, any contractual obligation to which Merchant-Partner is subject to or any
order, injunction, writ or decree of a governmental authority to which Merchant-Partner or its
property is subject to or violate any requirement of applicable laws and regulations;

8.1.2 Merchant-Partner shall not directly or indirectly, offer or provide any improper or corrupt
payments, gifts or things of value to any person; and shall comply at all times with the
anti-corruption/anti-bribery and anti-money laundering laws and regulations of all applicable
jurisdictions which it operates in; and

8.1.3 Merchant-Partner has relied upon its own judgment in entering this Agreement, after
receiving legal and financial advice, and no inducements, representations or warranties,
other than those expressly set forth in this Agreement have been given in respect of Grab,
the Grab App, the Grab Service,the GrabFood App or this HOTDEALS Campaign.

9. NO ANNOUNCEMENTS

9.1 Grab and Merchant-Partner agree that they will not make public announcements or issue press
releases that disclose the existence of or the terms of this Agreement, without the prior consent of
the other Party, which consent shall not be unreasonably withheld.

10. CONFIDENTIALITY AND DATA PROTECTION

10.1 The Parties agree and undertake to preserve and maintain in confidence all Confidential
Information received from the other Party except to the extent such information is public knowledge
or becomes public knowledge other than by breach of this Agreement.

10.2 The foregoing obligations shall not apply to any Confidential Information which:

(a) is or becomes generally available to the public through no action by the receiving party or
its representatives in violation of this Agreement;

(b) was known to the receiving party or becomes available to the receiving party, on a
non-confidential basis, from a source other than the disclosing party which is not known to
the receiving party to be prohibited from disclosing such information by a contractual or
legal obligation of confidentiality;

(c) is disclosed with the disclosing party’s prior written consent;

(d) is or becomes generally known to companies engaged in the same or similar businesses as
the Parties to this Agreement on a non-confidential basis, through no wrongful act of the
receiving party;
 (e) is independently developed by personnel having no access to the Confidential Information
or otherwise independently obtained by the receiving party; and

(f) is required to be disclosed by law, court order, government directive or guidelines or where
otherwise so required by any relevant authorities provided that the receiving party promptly
notifies the disclosing party in writing of such demand for disclosure so that the disclosing
party may seek to make such disclosure subject to a protective order or other appropriate
remedy to preserve the confidentiality of the Confidential Information.

10.3 Each Party shall establish, implement and maintain a security programme that protects the Data
provided by the other Party (if any) and that includes all appropriate administrative, physical,
procedural and technical information security safeguards to protect the other Party’s Data from
accidental, unauthorized or unlawful destruction, alteration, modification, access, disclosure or loss.

10.4 Each Party represents and warrants and covenants that its collection, access, use, storage,
maintenance, disposal and disclosure of any and all Data provided by the other Party will comply
with the applicable data privacy laws and regulations in the countries where they operated in.

10.5 The rights and obligations under this clause shall survive the expiration or termination of this
Agreement.

11. TERMINATION AND DEFAULT

11.1 Grab shall be entitled to terminate this Agreement by providing fourteen (14) days’ written prior
notice to Merchant-Partner without assigning any reason whatsoever.

11.2 Either Party may terminate this Agreement immediately by written notice to the other Party if:

(a) the other Party commits a breach of this Agreement which shall not be capable of remedy;

(b) the other Party commits a material breach of this Agreement and fails to remedy the same
within fourteen (14) days after receipt of a written notice giving particulars of the breach and
requiring it to be remedied;

(c) the other Party enters into liquidation whether compulsorily or voluntarily otherwise than for
the purpose of amalgamation or reconstruction arrangement with its creditors or have a
receiver appointed in respect of all or any part of its assets or takes or suffers any similar
action in consequence of debt;

(d) such termination is necessitated by any order or directive from any lawful, regulatory,
governmental or statutory authority having jurisdiction over the matters herein;

(e) such aforementioned directive or regulation expressly prohibits either Party from performing
its obligations under this Agreement; or

(f) both Merchant-Partner and Grab agree to a mutual termination.

11.3 In event of the termination of this Agreement by Grab, the current debts of Merchant-Partner to
Grab will become payable together with all associated costs, as reasonably demanded by Grab.

11.4 Grab shall discontinue the use of the name, logos and/or trademarks of the Merchant-Partner upon
the effective date of termination of this Agreement or expiry of the HOTDEALS Campaign,
 whichever later.

11.5 The expiry or earlier termination of this Agreement shall be without prejudice to and shall not affect
any pre-existing liabilities of either Party and shall not relieve either Party of those obligations that
by their nature shall survive such expiration or termination.

11.6 The subsistence and validity of this Agreement shall be subject to, dependent and contingent upon
the Grab Marketplace Agreement between Grab and the Merchant-Partner. Termination of the
Grab Marketplace Agreement would automatically and immediately render this Agreement
terminated. However, termination of this Agreement does not in any way affect the validity of the
Grab Marketplace Agreement.

12. INDEMNITY AND LIMITATION OF LIABILITY

12.1 Merchant-Partner agrees to defend, indemnify (and keep indemnified) and hold Grab and its
Affiliates, and their agents, directors, officers, employees, successors and/or assignees, harmless
from and against any claims, liabilities, damages, costs, judgments, losses or expenses (including
reasonable legal fees on a full indemnity basis), arising out of or in connection with:

(a) Merchant-Partners violation or breach of any terms, conditions, representations and

warranties of this Agreement, including warranty with respect to the merchantable quality of
the Product or any applicable law or regulation, including any local laws or ordinances,
whether or not referenced herein; and/or

(b) Grab’s enforcement or attempt to enforce the obligations of Merchant-Partner;

(c) other than where any such claim, liabilities, damages, costs, judgments losses or expenses
arises solely as a result of Grab’s negligence.

12.2 The HOTDEALS Campaign, 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 HOTDEALS Campaign and the services will meet
Merchant-Partner's requirements, will always be available, accessible, uninterrupted, timely,
secure, or operate without error or fulfill or attract the attention or participation of users, or it would
increase or generate revenues for the Merchant-Partners; iii) that the information, content,
materials, or products included on the HOTDEALS Campaign or the Agreement will be as
represented by Grab, available on a timely manner, or that Grab 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, even if reasonably contemplated or if such other Party has been
advised of the possibility of such loss or damage, unless arising from acts of fraud, negligence or
wilful misconduct by Grab. Merchant-Partner acknowledges that any information and any materials
provided by or through the HOTDEALS Campaign or the Agreement may contain inaccuracies or
errors and Grab expressly excludes liability for any such inaccuracies or errors to the fullest extent
permitted by the laws.

12.3 Subject to clause 12.2, Merchant-Partner hereby agrees on its behalf and on behalf of Grab 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.
12.4 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-Partner and
anyone claiming by or through Merchant-Partner, for any and all claims, losses, costs or damages,
including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or
claims expenses resulting from or in any way related to the Agreement from any cause or causes, it
shall not exceed the total Grab funding that GRAB is entitled to receive from Merchant-Partner for
the month preceding the date the liability arose, or to an equivalent amount of Ringgit Malaysia five
hundred (RM500.00) (whichever lower). 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.

12.5 The rights and obligations under this clause shall survive the expiration or termination of this
Agreement.

13. NOTICES

13.1 Any notice to be given to a Party shall be in writing and shall be delivered by hand or by prepaid,
registered or recorded delivery post or by electronic transmission to the addressee at the address
’s Marketplace Agreement/ Merchant Agreement. Addresses for service may be varied by notice
given in accordance with this clause.

13.2 Any notice shall be deemed to have been served; if delivered by hand, at the time of delivery; if
sent by prepaid, registered or recorded delivery post, the postal receipt date; or if sent by electronic
means with receipt confirming completion of transmission, at the date of transmission.

14. FORCE MAJEURE

14.1 Neither Party shall be liable to the other Party or be deemed to be in breach of this Agreement by
reason of any delay in performing, or any failure to perform, any of that Party’s obligations under
this Agreement, if the delay or failure was due to a Force Majeure, provided that such Party shall:

(a) as soon as practicable, serve on the other Party written notice thereof specifying the
particulars of the Force Majeure event, the extent to which such Party is unable to discharge
or perform its obligations, the reasons for the inability of such Party to perform or discharge
its obligations and the estimated period during which such Party is unable to perform or
discharge its obligations; and

(b) where applicable, promptly take and continue to take all action within its powers to minimise
the duration and effect of the Force Majeure event on such Party.

14.2 For purposes of this Agreement, “Force Majeure” includes acts or events beyond such party’s
reasonable control. This would include any a) acts of God; (b) a natural disaster (fires, explosions,
earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war,
invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil
unrest; (d) government order or law which materially affects performance of party’s obligation in this
Agreement; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f)
action by any governmental authority; (g) national or regional emergency; (h) strikes, labor
stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or
transportation facilities.

14.3 In the event the non-performance by Grab is caused by the outbreak of any pandemic or epidemic,
 including coronavirus outbreak, Grab may terminate this Agreement immediately with no
compensation or damages awarded to the Merchant-Partner.

15. ADDITIONAL TERMS

15.1 This Agreement, including the HOTDEALS Standard Terms and Condition, Schedule 1, Grab
Marketing Agreement, and the Terms of Service listed in
https://www.grab.com/my/terms-policies/transport-delivery-logistics/ and
https://www.grab.com/my/terms-policies/gms-terms-of-service/ constitutes the entire
agreement between Parties concerning its subject matter.

15.2 Merchant-Partner is an independent contractor and is not an agent, representative, joint venturer,
partner, employee, publisher, distributor or endorser of Grab, the Grab App, the Grab service or the
GrabFood App. No fiduciary relationship exists between Grab and Merchant-Partner.

15.3 This Agreement will inure to the benefit of Grab, its successors and assigns and may be transferred
by Grab to any party without Merchant-Partner ’s prior approval upon notice to Merchant-Partner.
This Agreement is personal to Merchant-Partner and it shall not, without the prior written consent in
writing of Grab, assign, novate or otherwise deal with the whole or any part of this Agreement or its
rights or obligations hereunder.

15.4 A delay or failure of any Party to exercise any right or remedy pursuant to this Agreement will not
operate as a waiver or the right or remedy and a waiver of any particular breach will not be a waiver
of any other breach. All rights and remedies under this Agreement are cumulative and the exercise
of one right or remedy will not limit the exercise of any other right or remedy.

15.5 This Agreement is governed by and interpreted in accordance with the laws of Malaysia. Both
parties hereby irrevocably and unconditionally consents to all disputes, controversies, or
differences which may arise between the Parties, out of or in relation to or in connection with this
Agreement, or for the breach thereof, shall be finally settled by arbitration in Malaysia at the Asian
International Arbitration Centre ('AIAC'), in accordance with the Rules of the AIAC which shall be
conducted before an arbitrator appointed by the mutual agreement of the Parties, or failing such
agreement, by the Director of the AIAC. The award rendered by the arbitrators shall be final and
binding upon both Parties.

15.6. 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 Malaysian Anti-Corruption Commission Act 2009, United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and the laws and regulations
where each Party resides (“Anti-Corruption Laws”). The Merchant-Partner shall review and
comply with Grab’s Anti-Bribery and Corruption Policy and/or any other relevant rules provided by
Grab.

15.7 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.

15.8 The Merchant-Partner covenants that it has not and shall not, in all activities in connection with the
 performance of this Agreement, directly or indirectly, offer or pay, promise to pay or authorize such
offer or payment of any money or anything of value to any individual, including a government
official, for the purpose of influencing, inducing or rewarding any act or omission of an act to secure
an improper advantage or to improperly acquire or preserve or obtain business. The
Merchant-Partner shall not instruct, cause or permit any third party to violate the conditions set forth
in this clause on behalf of the Merchant-Partner or Grab.

15.9 The Merchant-Partner shall immediately notify Grab if, any person employed by Grab or acting on
Grab’s behalf or any of Merchant-Partner’s Representatives, has contravened or attempted to
contravene any Anti-Corruption Laws in connection with the Agreement, and shall take adequate
steps to protect the interests of both Grab and Merchant-Partner. All notices to Grab in this regard
should be sent to the following email address [email protected] or via filling up the
following http://go.grab.com/wb.

15.10 Grab shall be entitled to terminate this Agreement forthwith if the other party or any of its Affiliates
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.

15.11 The Merchant-Partner agrees to keep accurate books, accounts, records, contracts, invoices and
accompanying documentation (collectively, hereinafter “Documents”) in connection with the
transaction(s) contemplated by this Agreement and in connection with any other business
transactions involving the Parties. Grab reserves the right to audit the Documents by itself or by
outside auditors acting on Grab’s behalf, upon notice. The Merchant-Partner agrees to fully
cooperate in any such audit.

15.12 Grab may terminate the Agreement, or suspend or withhold payment effective immediately upon
written notice to the Agency if it has a good faith belief that the Merchant-Partner has breached, or
has caused a breach of this clause 12.12 Grab will not be liable for any claims, losses, or damages
arising from or related to failure by the Merchant-Partner to comply with this clause 12.12 or related
to the termination of the Agreement under this clause 12.12. The Merchant-Partner shall indemnify
and hold Grab harmless against any such claims, losses, or damages.

15.13 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. 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.