GRABFOOD BUSINESS COOPERATION CONTRACT

This GrabFood Business Cooperation Contract (“Business Cooperation Contract”) is made and
Apr 13, 2022
entered into this day of {{Dte_es_:signer1:date}} by and between (“MERCHANT”; information listed
below) and GrabExpress, Inc. (“GRAB”),

(each, a “Party”; collectively, the “Parties”). Capitalized terms used but not otherwise defined in this
agreement shall have the meanings assigned thereto in the attached Merchant General Terms and
Conditions (“General T&C”).

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

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

MERCHANT Information:

Registered Company Name/Name: CHELENSHEN MILKTEA SHOP

DTI/SEC Registration No.: 3591451

Tax Identification No.: 258-220-244-000

Registered Address: #866 Quirino Highway, Baranggay Gulod Novaliches

2nd
Metro Manila (NCR)
Quezon City
Philippines
1117

Authorized Representative: Arlene Bautista Garvida

Phone No.: 9560742160

Email Address: [email protected]

Contract Effective Date and Term:

Effective Start Date: 13/4/2022 12:00:00 AM

Effective End Date: 12/4/2023 12:00:00 AM

Initial Term: 1 Year

Renewal Term: Auto Renewal

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
Service Fee:

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

form of revenue sharing of 25 (%) (inclusive of VAT) on
the food value for each order accepted by MERCHANT
on the Grab App.

Please confirm if MERCHANT is a Yes or No

withholding tax agent:

Withholding tax rate: 2% / 15% / N/A

Delivery Fee per Order: Subject to increase due to factors including, but not
limited to, inclement weather, average waiting time at the
store, distance of the eater from the MERCHANT

GrabExpress, Inc.

{{SigB_es_:signer1:signatureblock}}
Signature:
__________________________ Arlene Garvida (Apr 13, 2022 21:27 GMT+8)
__________________________
Email: [email protected]
Name: Anton Brion Bautista Name: Arlene Bautista Garvida

Title: Head of Deliveries Title:

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 MERCHANT GENERAL TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

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

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

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

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

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

“Business Day” means a day (other than a Saturday, Sunday, or public holiday) on which banks are
open for general business in the Philippines.

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

“Device and Data Fee” means the monthly fee at an amount or rate specified in the Agreement to be
paid or payable to GRAB by MERCHANT, in consideration for GRAB’s provision of data and/or devices
for use of the Grab App. MERCHANT shall pay for the Thermal Paper for the IM Device.

“Disclosing Party” means either Party who discloses the Confidential Information under this General
T&C.

“Delivery Partner” means the independent third-party service provider who provides or intends to
provide on-demand delivery or logistics services using the Grab App on a mobile device, has completed

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the registration process, and is authorized and approved by GRAB and/or its Affiliates to deliver food
and/or beverage via GrabFood ordered by the End User.

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

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

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

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

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

“GRAB” means any Grab entity being a contracting party with MERCHANT under this Agreement,
details of Grab’s entity are as specified in the Business Cooperation Contract.

“Grab App” means the relevant mobile application(s) of GRAB and/or its Affiliates which enables and
facilitates any or all of the following: (a) an End User’s purchase of food and beverages from
MERCHANT; and/or (b) matching of MERCHANT with Delivery Partners in order for Delivery Partners
to perform delivery or logistics services.

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

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

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

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

“Party” means each of MERCHANT and GRAB; collectively, referred to as the “Parties”.

“Personal Data” means (a) information that directly or indirectly identifies or can be used to identify,
contact or locate the End User to whom such information pertains (including but not limited to: mobile
phone number, email address and/or any necessary information for the benefit of providing the Services
subject to the terms and conditions of the Agreement); (b) information from which identification or
contact information of an individual person can be derived; (c) information regarding, such as but not
limited to: name, address, phone number, email address, other account information (to the extent such
other account information includes information described in subsections (a) or (b) above), or other
government-issued identifier, and credit card information; (d) any other information (including but not

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limited to: a personal profile, unique identifier, biometric information and/or IP address) which if
associated or combined with the Personal Data, then such information shall also be considered the
Personal Data; and (e) any other personal information as defined under DPA Legislation.

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

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

listed in Appendix 1 of the Business Cooperation Contract.

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

“Self Pick-Up” means an additional feature which facilitates GrabFood merchants’ self pick-up services
by enabling GrabFood merchants to make available its food and/or beverages for takeaway by End
Users themselves, where End Users elect to take up self pick-up option on the Grab App.

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

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

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

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

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

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

1.2. Interpretation

The following rules shall apply unless the context requires otherwise:

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

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

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

corresponding meaning.

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

Business Cooperation Contract.

1.2.5 A reference to an agreement or document (including a reference to this

General T&C and/or Business Cooperation Contract) is a reference to the
agreement or document (including its appendices) as amended,
supplemented, novated, or replaced except to the extent prohibited by this
General T&C and/or Agreement or other agreement or document.

1.2.6 A reference to “writing” includes any method of representing or reproducing

words, figures, drawings, or symbols in a visible or tangible form.

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

Contract or another agreement or document includes the Party’s successors,

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 permitted substitutes and permitted assigns.

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

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

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

expressions, does not limit what else might be included.

1.2.10 Nothing in this General T&C and/or Business Cooperation Contract shall be
interpreted against a Party solely on the ground that the Party put forward this
General T&C and/or Business Cooperation Contract or any part of it.

2. ENTIRE AGREEMENT

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

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

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

3. TERM

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

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

4. SERVICES AND ORDER EQUIPMENT

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

a) make available to MERCHANT the Grab App and the Account in order to
enable and facilitate: (i) End Users’ purchase of Meals provided by
MERCHANT; (ii) MERCHANT’s access to on-demand delivery and logistics
services by the Delivery Partners and the matching of MERCHANT with such
Delivery Partners in order for Delivery Partners to perform delivery or logistics
services in relation to Meals sold by MERCHANT; (iii) MERCHANT’s self pick-
up services by enabling MERCHANT to make available its food and/or
beverages for takeaway by End User themselves; and

b) provide lead generation and other related arrangements in connection with

sub-clause (a).

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

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

4.3 MERCHANT shall install any equipment reasonably necessary, if so required by

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

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

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

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

5. PARTIES’ OBLIGATIONS

GRAB and MERCHANT shall perform their respective obligations as follows:

5.1 GRAB’s obligations

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

b) In the event MERCHANT does not provide GRAB with the necessary
information required pursuant to Clause 5.1(a), in accordance with Clause

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 5.2(a) below, GRAB may obtain information and/or material in respect of
MERCHANT (including, without limitation, photos of any Meal offered or menu)
from the MERCHANT’S social media, websites, and/or marketing collateral to
be included in the Grab App and/or marketing collateral of GRAB (the
“Assets”). In this regard, MERCHANT acknowledges the use of its Assets by
GRAB for the purposes described herein.

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

d) To the extent permitted by law and as hereby authorized by MERCHANT,

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

e) GRAB will facilitate the management of customer service and complaints of

the End Users and transfer the relevant information to MERCHANT for
handling of complaints initiated by the End Users.

5.2 MERCHANT’s obligations

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

(i) menu, logo, images of Meals, prices; and

(ii) 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, authorized signatory
and tax identification number (NPWP) (“Business Listing Data”),

(collectively, “Data”).

Relative changes to the Data are to be communicated in writing to GRAB

immediately no later than 48 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 any mistakes or inaccuracies.
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 the avoidance
of doubt, the Data may be published on Grab App and other media means
(including but not limited to Twitter, Facebook, and Google AdWords
campaign).

b) Changes to the information provided under Clause 5.2(a) hereof shall be

communicated by MERCHANT to GRAB immediately (and in any event no
later than three (3) Business Days after such change occurring).

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 Notwithstanding the foregoing, MERCHANT shall honour all Meal orders made
in reliance of any information (even if outdated) published on the Grab App.

c) The MERCHANT guarantees that information and material (including pictures)

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

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

e) MERCHANT shall ensure that all prices of Meals (exclusive of promos,

incentives, or discounts) offered on the Grab App are similar to the prices
offered by MERCHANT to customers through any other platform, channel, or
facility (including but not limited to: delivery platforms, channels, or facilities of
MERCHANT and/or third parties).

Further, any price variance between the MERCHANT’s in-store prices of Meals
and Meals offered on the Grab App must not be more than 10%, and such
price variance must be communicated to GRAB prior to MERCHANT’s
implementation. A violation of this clause will result in an [insert rate]% increase
in MERCHANT’s current MSF rate. To protect End Users, GRAB likewise
reserves the right to communicate to End Users through a disclaimer that the
MERCHANT’s price mark-up is without authorization.

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

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

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

h) MERCHANT shall ensure that all information and material (including pictures)
published on the Grab App relating to MERCHANT, Restaurants and/or Meals
is in compliance with all legal and regulatory requirements.

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

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

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 k) MERCHANT shall use best efforts to maintain sufficient inventory of all
advertised Meals at all times.

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

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

n) MERCHANT shall take all necessary or desirable actions to facilitate Delivery

Partners’ collection of Meals and shall ensure the completeness of the items
prior to collection. In the event of a missing item/s reported by an End User,
MERCHANT undertakes to reimburse GRAB the amount refunded by GRAB
to the End User to resolve the complaint.

o) MERCHANT shall ensure that it shall not sell illegal items or any items that
MERCHANT does not have permission or licence to sell or send and/or use
GrabFood and/or the Grab App for any illegal purpose (including the
transportation of drugs, doing any action being contrary to public order and
good morals).

p) The MERCHANT guarantees that it possesses all licenses required by

prevailing laws and regulations and that there are no pending criminal,
bankruptcy or tax proceedings or other outstanding penalties in relation to its
business operations. If MERCHANT learns of any criminal, bankruptcy or tax
proceedings or other outstanding penalties in relation to its business
operations after the execution of this Agreement, the MERCHANT shall
immediately notify GRAB of such proceedings within ten (10) days from such
knowledge.

q) The MERCHANT agrees that the Self Pick-Up Feature shall apply to all Meals
and the MERCHANT shall do all things necessary or desirable to give full effect
to the Self Pick-Up Feature at the participating outlets, including without
limitation ensuring that the price of the Meals as shown on the Grab App is the
same as the price as stated in the menu made available at the said outlets.

r) The MERCHANT shall ensure the right to continue to use, possess or receive
the Services in the manner contemplated by this Agreement.

6. MARKETING AND PUBLICITY

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

6.2 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. For the avoidance of doubt, the

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 marketing calendar and plans shall not include information on competing delivery
platforms.

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

7. FEES AND CHARGES

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

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

For payment purposes, MERCHANT hereby expressly authorizes GRAB (with

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

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

7.4 Remittance to MERCHANT: GRAB shall remit to MERCHANT the total Meal Payment
earned by MERCHANT less the (a) Activation Fee (or a portion thereof), if applicable,
until MERCHANT has paid the full Activation Fee; (b) any refunds given to End Users;
(c) amounts stated in the outstanding invoices (or a portion thereof) payable to GRAB
under the GrabFood Merchant Agreement (Concierge), if any, which shall be deducted
through fixed amounts or a percentage of MERCHANT’s sales as may be agreed upon
by the Parties, provided further that such deduction shall be applied until MERCHANT
has paid the full outstanding amount, and (d) Data and Device Fee, if applicable (such
final remitted amount being the “Meal Revenue”). The Meal Revenue will be remitted
no later than two (2) Business Days provided no delay is attributable to the
MERCHANT, the bank, or other causes beyond GRAB’s control. “Meal Payment” shall
mean the Retail Price of the Meal(s) sold by MERCHANT via the Grab App (inclusive
of VAT collected on MERCHANT’s behalf) less the applicable Service Fee. For
withholding tax agents, in particular, “Meal Payment” shall mean the Retail Price of the
Meal(s) sold by MERCHANT via the Grab App (inclusive of VAT collected on
MERCHANT’s behalf) less the applicable Service Fee plus the applicable withholding
tax, to wit:

Meal Payment = (Retail Price of the Meal - Service Fee) + withholding tax

7.5 Refunds to End Users: MERCHANT shall be responsible for all costs related to
reimbursement to End Users in the event any such End User(s) request/s a refund for
or raises a complaint in respect of any Meal(s) or part thereof (including, without
limitation, any costs associated with retrieving any such Meal(s), if applicable), for
reasons that are considered by GRAB in its sole discretion as reasonable and after
reviewing with MERCHANT (including but not limited to Meals being out-of-stock,
missing Meal items, MERCHANT being unable to fulfil all/part of an order, late
preparation/late delivery resulting from the late preparation, and health and safety
issues with Meals), upon (a) request by the End Users of refund or raising of a
complaint by the End Users; or (b) acceptance by the Delivery Partner of the request.

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 GRAB may deduct refunds from the payments made to MERCHANT under this
General T&C and/or Agreement.

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

8. TAXES

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

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

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

8.4 All payments due to GRAB shall be inclusive of VAT and shall be subject to withholding
tax, if applicable. The MERCHANT shall furnish GRAB the corresponding withholding
tax certificate (BIR Form 2307) within the first fifteen (15) days after each payment.
GRAB shall issue the OR on the second week of the following month.

9. INTELLECTUAL PROPERTY

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

10. REPRESENTATIONS AND WARRANTIES

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

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

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 10.2 This Agreement constitute its valid and binding obligations and are enforceable against
it in accordance with the terms hereof.

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

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

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

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

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

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

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

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

11. TERMINATION AND SUSPENSION

11.1 Either Party may terminate this Agreement upon giving written notice to the other Party,
in the event of a material breach by the other Party of this Agreement provided the non-
defaulting Party has notified the defaulting Party to remedy such breach and the breach
is not cured within thirty (30) days from such notice. If the defaulting Party fails to
remedy such breach within the given period, for any cause, the non-defaulting Party
shall be entitled to claim for any and all actual damages from such termination.

11.2 Either Party may terminate this Agreement for any cause by giving to the other Party
not less than thirty (30) days’ written notice (including email) prior to the effective date
of the termination as specified in the notice. The Parties agree that it shall not claim
any and all actual damages from the Party who exercises its right to terminate under
this Clause.

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

Users or complaints of failure to fulfil Meal orders;

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

Restaurants and/or Meals; or

d) MERCHANT fails to perform its obligations under this Agreement despite

GRAB’s service of written demand.

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

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

12. INDEMNITY

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

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

12.3 GRAB cannot guarantee that its Services will be free from any malfunctions but will
exercise all reasonable endeavors to resolve any such case.

13. CONFIDENTIALITY

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 13.1 The Parties agree that during the Term of this Agreement, the Receiving Party may
receive Confidential Information from the Disclosing Party. The Receiving Party may
use the Disclosing Party’s Confidential Information solely to fulfil its obligations and/or
exercise its rights under this Agreement. The Confidential Information will be held in
strict confidence by the Receiving Party, and will not be disclosed to any third party
(other than its directors, management, officers, employees, auditors and professional
advisors, who have a need to know the Confidential Information for the purpose of this
Agreement), directly or indirectly, without prior written consent of the Disclosing Party,
during the Term of this Agreement or after the termination of this Agreement.

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

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

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

14. PERSONAL DATA

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

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

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

15. FORCE MAJEURE

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

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 and existence of governmental regulations in monetary affairs, or otherwise, which
directly influence performance of this Agreement.

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

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

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

16. SEVERABILITY

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

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

17. COSTS AND EXPENSES

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

18. ASSIGNMENT

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

19. NOTICES

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

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 remedied, all notices between the Parties shall be sent by courier or letter as provided
hereunder.

20. COUNTERPARTS AND ELECTRONIC SIGNATURES

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

21. DISCREPANCIES

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

22. AMENDMENT

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

23. GOVERNING LAW AND DISPUTE RESOLUTION

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

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

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

24. MISCELLANEOUS

The terms of this Agreement shall be binding on the successors and assigns of the Parties.

25. REPLACEMENT OF PRIOR AGREEMENT

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

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

{{SigB_es_:signer1:signatureblock}}
Signature: Arlene Garvida (Apr 13, 2022 21:27 GMT+8)
__________________________
Email: [email protected]
Name:Arlene Bautista Garvida

Title:

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 APPENDIX 1

Merchant GrabPay Addendum

v201900008PH

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

Terms and Conditions:

1. 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 MERCHANT in relation to the use of Merchant GrabPay
Wallet shall be limited to the value of the balance of MERCHANT GrabPay Wallet.

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

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 Company. MERCHANT shall indemnify the Company for any costs, fines, claims or expenses
resulting from any breach of this clause.

Additional Terms:

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

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

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

7. MERCHANT agrees:-

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

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

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

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
SIGNED IN AGREEMENT TO THE ABOVE:

{{SigB_es_:signer1:signatureblock}}
Signature: Arlene Garvida (Apr 13, 2022 21:27 GMT+8)
-------------------------------
Email: [email protected]
Name / Title: Arlene Bautista Garvida

Merchant: CHELENSHEN MILKTEA SHOP

Apr 13, 2022

Date: {{Dte_es_:signer1:date}}

21 | GRABFOOD
GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 Merchant Information

Company Name: CHELENSHEN MILKTEA SHOP

Company Tax 258-220-244-000

Identification Number:

Company Registered #866 Quirino Highway, Baranggay Gulod Novaliches

Office Address: 2nd
Metro Manila (NCR)
Quezon City
Philippines
1117

Owner/Managing Arlene Bautista Garvida

Director/ Person-In
Charge:

Company Trading Name: CHELENSHEN MILKTEA SHOP

Contact Person: Arlene Bautista Garvida

Phone Number: 9560742160

Website:

Email Address: [email protected]

Merchant Discount Rate

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GrabFood Merchant Agreement (Integrated Model) v.Oct2020
 MDR %

Settlement Currency PHP

Additional Details

Multi-Locations

Address Postal Code Telephone

Number

1 #866 Quirino Highway 1117 9560742160

Brgy. Gulod

Metro Manila (NCR)

Quezon City

Philippines

Email:[email protected]

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