GoCorp Terms and Conditions

STANDARD TERMS AND CONDITIONS

1. ABOUT GOJEK

   1. Gojek is a technology services company. Gojek operates and provides a system to connect Transportation Providers with Users. Gojek does not provide transportation services, nor act as a transportation carrier or provider, courier, postal services provider, delivery services provider, food and beverage supplier or operator, taxi or private hire operator, nor act as an agent for any such person or entity. All Transportation Services are provided directly to Users by Transportation Providers, who are independent third party contractors, carrying out business on their own account, and are not under the employment of Gojek or any of its Affiliates.
   2. These Standard Terms and Conditions form part of the Agreement between the Corporate User and Gojek. Under the Agreement, the Corporate User and its Authorised Users may utilise GoCorp Services in conjunction with the System and User Application. By using any part of the GoCorp Services, the Corporate User confirms that it has read, understood, accepted and agreed to these Standard Terms of Conditions.

2. DEFINITIONS AND INTERPRETATION

   1. In the Agreement, terms not defined in the Standard Terms and Conditions have the meaning given to them in the Commercial Terms. The following terms have the following meanings:
      

      Account means the registered account a User obtains to access the System;
      
      Active Account has the meaning given to it under clause 4.3.1 herein;
      
      Affiliate means, in relation to a party, any entity that Controls, is under the Control of, or is under common Control as, that party;
      
      Agreement means these Standard Terms and Conditions, the accompanying Commercial Terms and any schedules, annexes and appendices thereto, which constitute a binding agreement between Gojek and the Corporate User in relation to GoCorp Services;
      
      Applicable Law means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, road traffic codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time in the Territory and during the Term;
      
      Authorised User means a User with an Active Account that has been authenticated and linked to a Corporate User Account, and who is authorised to utilise GoCorp Services in conjunction with their use of the User Application as set out in clause 4.4 herein;
      
      Authorised User Data has the meaning given to it under clause 4.4 herein;
      
      Business Day means any day (other than Saturday, Sunday or public holidays) in each Territory where GoCorp Services are performed;
      
      Calendar Day means any day from Monday to Sunday, including public holidays;
      
      Commercial Terms means accompanying commercial terms and any other parts of the Agreement executed between Gojek and the Corporate User in relation to GoCorp Services;
      
      Confidential Information means all information (whether or not marked “confidential”) that is confidential in nature or otherwise concerning the business, staff, officers,customers, clients or suppliers of a Party or any of its Affiliates, which is being disclosed by such Party, its Affiliates, or any of their authorised representatives (“Disclosing Party”), to the other Party (“Receiving Party”), including information that is not generally known to the public at the time of disclosure, any information that can be reasonably be regarded as a “trade secret” of the Disclosing Party, and includes the terms and conditions of the Agreement, details of any negotiations related to the Agreement and any other agreements or documents signed by the Parties in connection with the Agreement;
      
      Control (including related meanings, “Controlled by”, “Controlling”, “under the same Control as”) means, in connection with a corporation, the right to use, directly or indirectly, more than 50% of the voting rights in shares in a controlled corporation, the right to appoint or terminate more than half of the members of the board of directors or board of commissioners or government or similar management of the corporation and/or the right to regulate or ensure regulation of the management or policy of the corporation either through ownership of shares with voting rights, based on contract or others;
      
      Corporate Admin means any Corporate User employee who has been appointed and authorised to access and manage the GoCorp Dashboard on the Corporate User’s behalf, as may be updated and notified to Gojek from time to time;
      
      Corporate Billing means the billing and payment process for the Corporate User to disburse User Fees incurred by its Authorised Users to Transportation Providers via Gojek;
      
      Corporate User means the entity that has registered to use GoCorp Services, including the GoCorp Dashboard, as stated in the Commercial Terms;
      
      Corporate User Account has the meaning given to it under clause 3.2 herein;
      
      Corporate User Representative means the representative of the Corporate User as stated in the Commercial Terms;
      
      Dashboard Data has the meaning given to it under clause 3.2.2 herein;
      
      Designated Gojek Affiliate has the meaning given to it under clause 14.5 herein;
      
      Driver Application means the electronic application supplied by Gojek and/or Gojek Group Companies for Transportation Providers to connect with Users;
      
      Driver Services Agreement means the agreement between Gojek and individual drivers or vehicle operators;
      
      Effective Date has the meaning given to it under the Commercial Terms;
      
      Force Majeure has the meaning given to it under clause 12 herein;
      
      GoCorp Dashboard means the online dashboard provided by Gojek to the Corporate User, to enable the Corporate User and/or its Corporate Admins to access certain administration and billing solutions, as described in the Agreement, in conjunction with the use of the System and User Application by the Authorised Users.
      
      GoCorp Services means the products and services made available to the Corporate User and its Authorised Users through the GoCorp Dashboard or Corporate Billing function in the System in accordance with the Agreement, and is inclusive of the GoCorp Dashboard;
      
      GoCorp Service Fee means the fee to be charged by Gojek to the Corporate User for the utilisation of the GoCorp Dashboard and other GoCorp Services provided by Gojek to the Corporate User and its Authorised Users pursuant to the Agreement;
      
      Gojek means the entity stated in the Commercial Terms;
      
      Gojek Representative means the Gojek representative as stated in the Commercial Terms;
      
      Government means any national, regional or local government, or governmental, statutory, regulatory, administrative, fiscal, judicial or government-owned body, department, commission, authority, tribunal, or agency in the Territory;
      
      Group Companies means a person or entity and his/its Affiliates (and Group Company will be construed accordingly);
      
      Initial Term has the meaning given to it under the Commercial Terms;
      
      Intellectual Property Rights means: (a) copyright, patents, database rights and rights in trademarks, designs, know-how and Confidential Information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
      
      Invoicing Document has the meaning given to it under clause 5.1.1 herein;
      
      Notice means any notice or other communication to be given under or in connection with the Agreement;
      
      Party means a party to the Agreement and Parties shall be construed accordingly;
      
      Personal Data means any information or access thereto that: (i) identifies or can be used to identify an individual; or (ii) can be used to authenticate an individual, in both aforementioned cases;
      
      Policies means any policies (including Gojek’s Privacy Policy), guidelines or information applicable to Users and/or Corporate Users, as may be updated by Gojek from time to time;
      
      Prohibited Conduct means any act to:
      

      1. License, sublicense, rent, sell, resell, transfer, assign, distribute, give, or otherwise commercially exploit or make available to any third party the System or GoCorp Services in any way;

      2. Upcharge, increase or otherwise modify the User Fees as calculated through the User Application for any usage of the System or GoCorp Services;

      3. Impose any additional fees or charges on an Authorised User relating to the use of the System or GoCorp Services;

      4. Modify or make derivative works based on the System or GoCorp Services, or reverse engineer or access the underlying software for any reason;

      5. Use the System or GoCorp Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the System and GoCorp Services, copy any ideas, features, functions or graphics of the System or GoCorp Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the System or GoCorp Services, or attempt to gain unauthorised access to the System or GoCorp Services or related systems or networks;

      6. Use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the System or GoCorp Services;

      7. Post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the System or GoCorp Services;

      8. Send or store any material for unlawful or fraudulent purposes;

      9. Send spam or other unsolicited messages;

      10. Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;

      11. Send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

      12. Interfere with or disrupt the integrity or performance of the System and GoCorp Services or the data contained therein;

      13. Impersonate any person or entity or otherwise misrepresent one’s affiliation with a person or entity;

      14. Deliberately misrepresent a User’s location or orders for Transportation Services;

      15. Cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to Gojek (and its officers, directors, members, employees and agents), any Transportation Provider, or any other party;

      16. Damage Gojek’s or any of its Group Companies’ reputation in any way; or

      17. Use or allow the use of GoCorp Services on any device or operating system that has been modified outside the mobile device or Gojek’s operating system and configurations. This includes devices that have been “rooted” or “jailbroken”. A rooted or jailbroken device means one that has been freed from the limitations imposed on it by the mobile service provider and the phone manufacturer without their approval. The use of GoCorp Services on such devices may compromise security and lead to fraudulent transactions.

      
      Specific Terms means the supplementary or alternative terms which may apply to certain specific parts of the System and/or Transportation Services, as may be notified to the Corporate User and/or Users from time to time. Specific Terms stated in the User Terms of Use shall also be incorporated into the Agreement by reference;
      
      System means the system provided by Gojek to connect Transportation Providers with Users, including the Driver Application, the User Application and related software, websites, platforms, and other support systems and services, including the Websites. For the avoidance of doubt, the System does not include the Transportation Services themselves, as these are provided by Transportation Providers directly to Users;
      
      Term means the effective term of the Agreement, as set out in the Commercial Terms; Territory has the meaning given to it under the Commercial Terms;
      
      Transaction Data means transaction data of the Transportation Services, including but not limited to, Authorised User ID, origin, destination, time, service type and price, and expressly excludes any forms of Personal Data;
      
      Transfer Request Document has the meaning given to it under clause 5.5.2 herein;
      
      Transportation Provider means any independent third-party service provider who offers Transportation Services to Users, having been connected to Users via the UserApplication. The Agreement expressly does not create an employment, outsourcing or agency relationship between Gojek and the Transportation Provider;
      
      Transportation Services means the transportation services provided by Transportation Providers to the Authorised Users when they are connected via the System, and any other services available from Transportation Providers via the System from time to time. The User Application and the System shall be used by the Authorised User in accordance with Gojek’s User Terms of Use as applicable to the Territory in which the Authorised User is situated, and as may be updated by Gojek and/or its Affiliates from time to time;
      
      User means a registered end user of the User Application. For the purposes of this Agreement, references to Users include Authorised Users;
      
      User Application means the electronic application supplied by Gojek and/or Gojek Group Companies for Users to connect with Transportation Providers;
      
      User Fees has the same meaning given to it under the User Terms of Use;
      
      User Terms of Use means the Gojek User Terms of Use (accessible at https://www.gojek.com/sg/terms-and-conditions/) and all applicable Specific Terms; and
      
      Voucher has the same meaning given to it under the User Terms of Use.
      

3. GOJEK’S RESPONSIBILITIES

   1. Gojek will provide the Corporate User with GoCorp Services in the Territory for the duration of the Term.
   2. After verification and acceptance by Gojek, Gojek will establish a Corporate User Account for the Corporate User in GoCorp Dashboard in accordance with the Agreement. The GoCorp Dashboard allows the Corporate User and/or its Corporate Admin(s) to, among other things:
      1. View a summary of its monthly statistics, including information on its total number of Authorised Users, the total number of completed orders by Authorised Users and total spending incurred by Authorised Users;
      2. View relevant trip/booking information (“Dashboard Data”) and prepare and review activity reports using Dashboard Data;
      3. Manage the administration of invited Users and Authorised Users, including linking and revoking their access to GoCorp Services;
      4. Limit the Transportation Services and/or other GoCorp services that may be used by Authorised Users; and
      5. Track and record Transportation Services ordered and User Fees incurred by Authorised Users.

4. CORPORATE USER RESPONSIBILITIES

   1. General
      
   2. The Corporate User represents, warrants and undertakes that, at all material times:
      1. It will not engage in any unlawful, fraudulent, misleading or deceptive conduct, or any Prohibited Conduct;
      2. It will comply at all times with all Applicable Law of the Territory, the Policies and the terms of the service of the Transportation Providers (where applicable), and will notify Gojek if it is in suspected or actual breach of the same;
      3. It will use, and ensure that its Authorised Users and Corporate Admin(s) use, the System and GoCorp Services for lawful purposes and only for the purposes for which they are intended to be used, in accordance with the Agreement (or the User Terms of Use, where applicable);
      4. It will not impair or circumvent the proper operation of the system or network on which the System and GoCorp Services operate;
      5. It will promptly provide Gojek with any documents or information reasonably requested by Gojek in connection with the System or the Agreement, and shall ensure that any documents and information it provides (or is provided on its behalf) to Gojek are accurate, current, complete and not misleading and do not violate any third party Intellectual Property Rights, including taking steps to maintain and update such documents and information in a timely manner to keep them accurate, current, complete and not misleading at all times;
      6. It will provide Gojek with proof of identity (or any other documents, permits, licences or approvals which Gojek may reasonably request or require) for each User that the Corporate User invites to use the GoCorp Services; and
      7. It will assist Gojek with any internal or external investigations as may be required by Gojek from time to time in accordance with the Policies or in order to comply with Applicable Law.
   3. GoCorp Dashboard
      
   4. The Corporate User may appoint one or more Corporate Admin(s) by notifying Gojek or using the GoCorp Dashboard.
   5. The Corporate User acknowledges and agrees that:
      1. Before an Authorised User is authorised to use the System in connection with GoCorp Services, the Authorised User must: (a) download and install the User Application on a compatible mobile device; and (b) register for and maintain an active personal user account (“Active Account”) with Gojek. The Authorised User’s use of the User Application is subject to the applicable terms in the User Terms of Use and the Policies accessible at www.gojek.com;
      2. It shall use Dashboard Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes;
      3. It shall keep its GoCorp Dashboard login credentials secure andconfidential;
      4. It shall only permit Corporate Admins to access theGoCorp Dashboard;
      5. It shall maintain and update all information regarding the Corporate User Representative, Corporate Admins and Authorised Users that it has provided to Gojek, to ensure that such information is current, accurate, and complete;
      6. It shall limit the appointment of Corporate Admins and access to GoCorp Dashboard to only employees who have a legitimate business need to access Dashboard Data;
      7. Authorised Users employing Corporate Billing will incur User Fees to the Corporate User Account and not to their personal Account or credit card. The Corporate User agrees to pay all User Fees incurred under Corporate Billing (subject to any applied Vouchers), as well as any applicable fees incurred by Authorised Users when using the System, in accordance with the Agreement;
      8. It shall be responsible for all activities that occur on its Corporate User Account, including keeping and maintaining an accurate and current list of Corporate Admins and Authorised Users. Gojek may review the said list from time to time via the GoCorp Dashboard to maintain and support the System and GoCorp Servicesand ensure compliance with the Agreement (or User Terms of Use, where applicable);
      9. Gojek may add, remove and update features and functionality of the GoCorp Services, including the GoCorp Dashboard, at any time without notice to the Corporate User or Authorised Users;
      10. Gojek has the sole discretion to immediately suspend or terminate the Corporate User, Corporate Admins, invited Users and/or Authorised Users from use of the System or GoCorp Services without notice if it suspects or discovers any fraudulent activity or violations (including past violations) of the Agreement, User Terms of Use, Policies and/or Applicable Law and Gojek shall have no obligation or liability to the Corporate User in respect of the Corporate User Account or any User that is unable to obtain or maintain an Active Account due to such activity or violations.
   6. Authorised User Account
      
   7. The Corporate User acknowledges and agrees that:
      1. To enable GoCorp Services for an invited User with an Active Account, the Corporate User shall provide Gojek with: (a) the full name of the Active Account holder; (b) the phone number linked to the Active Account; and (c) other identifying information about the Active Account holder as reasonably requested by Gojek (“Authorised User Data”). Gojek will use the Authorised User Data to verify the identity of the Active Account holder, link the verified Active Account holder to the Corporate User Account as an Authorised User, and verify the status of such Authorised User from time to time during the Term;
      2. By providing Gojek with the Authorised User Data, the Corporate User confirms that it has obtained all necessary consents from each invited User for: (a) Gojek to contact them for the purpose of implementing GoCorp Services in the applicable Active Account; (b) linking their Active Account with the Corporate User Account; and (c) Gojek to provide the Corporate User with Transaction Data, including detailed trip/booking information for the rides or other orders charged to the Corporate User Account;
      3. It shall provide accurate and complete Authorised User Data to Gojek, and Gojek shall not be liable to the Corporate User, an Authorised User, an invited User or any other party with regard to inaccurate or incomplete Authorised User Data supplied by the Corporate User;
      4. In the event that it attempts but fails to unlink an Authorised User from the Corporate User Account or remove an Authorised User from the Corporate Billing function, it shall continue to be responsible for User Fees incurred by such Authorised User under its Corporate User Account; and
      5. It shall notify Gojek promptly upon discovery or suspicion of any fraudulent or prohibited activity occurring under its Corporate User Account or any Active Account.

5. FEES AND FINANCIAL TERMS
   

   1. GoCorp Service Fee
   2. The Parties agree that Gojek is entitled to the payment of the GoCorp Service Fee by the Corporate User for utilisation of the GoCorp Dashboard in the amounts stipulated in the Commercial Terms and, subject to clause 5.9, in accordance with the following invoicing and payment terms:
      1. Gojek shall issue the Corporate User a tax invoice (“Invoicing Document”) within ten (10) Business Days from the last Calendar Day of each month for the GoCorp Service Fee;
      2. The Corporate User shall carry out the payment of the GoCorp Service Fee to Gojek’s bank account within thirty (30) Calendar Days from the date of its receipt of the Invoicing Document;
      3. If the due date for payment of the GoCorp Service Fee has passed and the Corporate User has not carried out the payment, then Gojek is entitled to impose on the Corporate User a monthly penalty fee amounting to two percent (2%) of all overdue amounts and, at its own discretion and to the extent permitted by Applicable Law, take any necessary action including but not limited to suspending the Authorised Users’ access to GoCorp Services and the Corporate User Account;
      4. Gojek reserves the right to amend the GoCorp Service Fee from time to time, provided that Gojek shall provide prior notice to the Corporate User within thirty (30) Business Days before the effective date of such amendment;
      5. The GoCorp Service Fee shall be inclusive of any applicable taxes, except for any value added tax / goods and services tax. For the avoidance of doubt, any value added tax / goods and services tax shall be borne and paid by the Corporate User in addition to the GoCorp Service Fee; and
      6. Where the GoCorp Service Fee is subject to any withholding tax, the Corporate User shall make all reasonable and legal efforts to reduce the required withholding tax on payments made to Gojek. Notwithstanding such efforts, where the Corporate User concludes that the GoCorp Service Fee is subject to withholding tax, the Corporate User shall be entitled to deduct such taxes from the GoCorp Service Fee and remit such withholding taxes to the appropriate tax authority. The Corporate User shall promptly provide Gojek with original withholding tax receipts or other evidence reasonably required and sufficient to allow Gojek to adequately document the taxes withheld for the purposes of claiming tax credits and other similar benefits. Such evidence shall be provided to Gojek at the latest by the last Business Day of the month in which the withholding tax was deducted.
   3. User Fees
   4. The download and/or use of the User Application is provided for Users to use the System and is provided on a royalty-free basis.
   5. User Fees in this Agreement has the same meaning given to it under the User Terms of Use. The Corporate User acknowledges and agrees that User Fees will be calculated and updated from time to time in accordance with the applicable clause in the User Terms of Use, and such clauses are incorporated into the Agreement, where applicable, unlessotherwise stated herein. The Corporate User will be deemed to be aware of, and accept responsibility for payment of, all User Fees incurred under the Corporate User Account.
   6. The Corporate User acknowledges and agrees that:
      1. It is responsible for payment of all User Fees incurred by its Authorised Users for Transportation Services, regardless of whether such User Fees or Transportation Services are authorised by the Authorised Users or the Corporate User, or whether such User Fees are incurred due to fraudulent activity or other Prohibited Conduct;
      2. It shall disburse to Gojek the relevant User Fees (subject to any applied Vouchers) for each instance of Transportation Services ordered or utilised by its Authorised Users, the details of which are recorded in the GoCorp Dashboard or Transaction Data, in a timely manner in accordance with the Agreement. Any dispute arising from User Fees incurred by an Authorised User shall be settled between the Corporate User and the Authorised User;
      3. The disbursement of User Fees from the Corporate User to Gojek shall not be treated as payment from the Corporate User to Gojek for the provision of GoCorp Services; instead, User Fees collected by Gojek from the Corporate User shall be disbursed to the Transportation Providers in accordance with the Driver Services Agreement and Policies. Such disbursement of User Fees by Gojek to the Transportation Providers is made in Gojek’s capacity as a payment facilitator acting on behalf of the Corporate User for Transportation Services ordered by the Authorised Users;
      4. User Fees may be subject to price changes at any time as described in theAgreement and/or the User Terms of Use; and
      5. Gojek shall not be responsible for User Fees incurred by any Authorised User.
   7. Subject to clause 5.9, The collection and disbursement of all User Fees shall be carried out in accordance with the following terms:
      1. All User Fees collected by Gojek from the Corporate User and disbursed to the Transportation Providers on behalf of the Corporate User are subject to any Vouchers applied by the Authorised Users. References to collection of User Fees, disbursement of User Fees or payable User Fees in the Agreement shall be construed according to this clause.
      2. Gojek shall issue a Transfer Request / Debit Note (“Transfer Request Document”) within fourteen (14) Business Days from the last Calendar Day of each month for the total Transportation Services rendered to the Authorised Users during that particular month. Gojek shall not issue a Transfer Request Document to the Corporate User in months where no Transportation Services were carried out.
      3. Any applicable taxes arising in relation to the disbursement of User Fees shall be borne and paid for by the Corporate User.
      4. The Corporate User shall disburse the payable User Fees to Gojek’s bank account with the details as stated in the Transfer Request Document, at the latest, within thirty (30) Calendar Days from the date of its receipt of the Transfer Request Document.
      5. The Parties shall match the data of Transportation Services performed by the Transportation Providers. In the event of any discrepancy between the Corporate User’s data and Gojek’s data, the Parties shall conduct reconciliation and settle such discrepancy at the latest within thirty (30) Calendar Days from the last Calendar Day of the month in which such discrepancy exists. In the event that such discrepancy is unable to be settled through reconciliation, the Parties agree to use Transaction Data from Gojek.
      6. If thirty (30) Calendar Days from the date of its receipt of the Transfer Request Document have passed and the Corporate User has not carried out the disbursement, then Gojek is entitled to impose on the Corporate User a monthly penalty amounting to two percent (2%) of all overdue amounts and, at its own discretion and to the extent permitted by Applicable Law, take any necessary action including but not limited to suspending the Authorised Users’ access to GoCorp Services and the Corporate User Account.
   8. Taxes
   9. Each party shall be responsible for the payment of its own tax liabilities arising from the performance of this contract.
   10. The Agreement shall be subject to all applicable prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any applicable future taxes that may be introduced at any point of time.
   11. The Corporate User agrees to cooperate with and do everything necessary and required by Applicable Law to enable, assist and/or defend Gojek to claim or verify any applicable tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the System, GoCorp Services and/or the Transportation Services.
   12. Credit Card Payment
   13. If the Corporate User chooses to use a credit card/debit card (collectively referred to as "credit card") as its payment method, it acknowledges and agrees that:
       1. Notwithstanding the clauses above, Gojek will not issue an Invoicing Document or a Transfer Request Document. Data reconciliation will also only be performed at Gojek's discretion in the event of a dispute of a credit card charge by Gojek.
       2. It may need to provide Gojek with its credit card details via the GoCorp Dashboard or otherwise.
       3. It is solely responsible for the actions taken on its GoCorp Dashboard and Corporate User Account, including the changing of payment method and submission of any party's credit card details by its Corporate Admins.
       4. It is solely responsible for all orders placed and fees and charges incurred under its Corporate User Account, which shall be charged to the relevant credit card in real time.
       5. Where it is entitled to a refund of a charge on its credit card, Gojek may, in its sole discretion, issue the refund to the same credit card or as a credit in the relevant Corporate User Account.
       6. If it fails to provide the necessary information or supporting documents as requested by Gojek, Gojek has the discretion to refuse to process any refund until the provision of such information or documents.

6. CONFIDENTIALITY

   1. Each Party, to the extent that it is a Receiving Party of a Disclosing Party’s Confidential Information, shall not at any time during the Term and for a period of (1) year following termination of the Agreement disclose to any person any Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party, except as required by Applicable Law, any government or regulatory authority, any court or other authority of competent jurisdiction.

7. DATA PROTECTION AND PRIVACY

   1. The Corporate User agrees and consents to Gojek and/or its Affiliates using and processing personal information provided to Gojek from the Corporate User and the Authorised Users in accordance with the Policies, as amended from time to time and in compliance with the Applicable Law. References to You in the Policies shall be construed as references to the Corporate User and its Authorised Users, where applicable. In the event of any inconsistency or different interpretation between the Agreement and the Policies, the Agreement shall prevail, except for terms relating to the processing of Users’ Personal Data, then the Policies shall prevail.
   2. The Corporate User represents and warrants that in the event that it provides any data, including Personal Data, to Gojek for the purposes of the Agreement or for Gojek to carry out the GoCorp Services, it has obtained the relevant consent from the data owner.

8. INTELLECTUAL PROPERTY RIGHTS

   1. The Parties acknowledge and warrant that all of the data provided by each of the Parties have Intellectual Property Rights attached to the said Party and the Parties use them only for the purpose of implementing the Agreement. The Parties will not use the data for other purposes, except with the prior written consent from the Party who owns the relevant Intellectual Property Rights. This is a form of good faith of the Parties in safeguarding and protecting the Intellectual Property Rights of the relevant Party. A breach of this clause will be processed in accordance with the Applicable Law in the Territory, whether through the civil laws and/or the criminal laws.
   2. The Agreement shall not be deemed as an assignment or transfer of any of the Intellectual Property Rights owned by each Party to the other Party. For the avoidance of doubt, Gojek is and shall remain the exclusive owner of: (a) the System and GoCorp Services; (b) Intellectual Property Rights therein and/or related thereto; and (c) trademarks that are currently used or will be used in the future within the System or GoCorp Services.
   3. The Parties will release each other from any future claims on each of their Intellectual Property Rights including on their usage, as long as it is used in accordance with the conditions set out in the Agreement.
   4. Subject to the Corporate User’s compliance with the Agreement, Gojek and its licensors hereby grant the Corporate User a revocable, limited, non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use the GoCorp Services during the Term and in the Territory for the purpose of connecting its Authorised Users with Transportation Services and GoCorp Services. Nothing in the Agreement transfers any ownership in or to the System and GoCorp Services (in whole or in part) to the Corporate User.

9. INDEMNITIES AND LIABILITY
   

   1. Indemnities
   2. The Corporate User shall defend, indemnify and hold harmless Gojek, its licensors and each of such party’s Affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with the Corporate User’s and/or any of its employees or representatives’:
      1. Prohibited Conduct;
      2. Breach of any term of the Agreement or any Applicable Law;
      3. Fraudulent, criminal or illegal act;
      4. Misconduct and/or negligence, resulting in a third party’s unauthorised or illegal access to Confidential Information; and
      5. Usage of GoCorp Services
         
         
   3. Disclaimers
   4. The GoCorp Dashboard is provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, Gojek disclaims all representations and warranties, express, implied or otherwise, save as expressly set out in the Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non infringement.
   5. Without limitation to clause 9.2, Gojek makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the GoCorp Dashboard, or that the GoCorp Dashboard will be uninterrupted or error-free, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable. Gojek does not guarantee the quality, suitability, safety or ability of the Transportation Providers or third party providers.
   6. Gojek is not responsible for any delays, service failures, damages or losses resulting from limitations, connectivity problems and other problems inherent in the use of the internet, electronic communications and electronic devices by Authorised Users, the Corporate User or the Transportation Providers.
      
      
   7. Exclusions and Limitations of Liability
   8. Nothing in the Agreement limits or excludes a party’s liability for death or personal injury caused by negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.
   9. To the maximum extent permitted by Applicable Law, Gojek shall not be liable for:
      1. Indirect, incidental, special, exemplary, punitive or consequential damages;
      2. Loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and
      3. Personal injury or property damage; arising from, related to or otherwise in connection with the GoCorp Services or the Agreement, whether in contract, tort, breach of statutory duty or otherwise.
   10. Any limitation of liability, which may be agreed by the Parties, does not apply to breach of Confidentiality and Data Protection and Privacy clauses under the Agreement.
   11. Any claims the Corporate User has against Gojek under or in connection with the GoCorp Services or the Agreement must be notified to Gojek within one (1) year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) the Corporate User will forfeit any rights and remedies the Corporate User has in respect of such claim.
   12. The performance of the Agreement may establish a direct relationship between the Authorised User and the Transportation Provider; Gojek and its Affiliates are not a party to this relationship. Gojek will not be responsible for any actions, whether on purpose or due to the negligence of the Transportation Provider towards the Corporate User and/or its Authorised Users, and vice versa. To the extent permitted by Applicable Law, the Transportation Provider will be responsible to the Authorised User for every obligation and responsibility on the performance of the Transportation Services.

10. REPRESENTATIONS AND WARRANTIES

    1. Each Party represents and warrants that:
       1. Each Party has the legal authority to enter into the Agreement, approve the Agreement and related documents, and perform its obligations under the Agreement and has all the permits and approvals necessary for performing its business activities;
       2. Each Party has complied with all applicable anti-money laundering laws and regulations and has established an anti-money laundering compliance policy as required by Applicable Law and regulations and will comply with it. Each Party shall provide any information required to verify compliance with the prevailing anti money laundering regulations reasonably requested by any governmental authority in accordance with its anti-money laundering compliance procedures;
       3. Each Party shall not, directly or indirectly, offer, promise, approve, or ratify any payment, goods or material that has value (including but not limited to gifts,entertainment, food, discounts, personal credit, or other benefits not paid at market value) which has the purpose or effect of public or commercial bribery; and a Party shall not take any action that would lead a party or the other Party to be in violation of any provisions in the Applicable Law regarding anti-bribery and corruption in the Territory or Applicable Law that prohibit any unlawful act for the purpose of obtaining commercial business benefits.

11. TERM AND TERMINATION

    1. The Agreement commences on the Effective Date and, unless terminated in accordance with its terms, continues for the Initial Term as stated in the Commercial Terms. The Agreement shall automatically renew for successive further periods in accordance with the Commercial Terms, unless this clause is waived or otherwise regulated in the Commercial Terms.
    2. Either Party may terminate the Agreement immediately:
       1. By giving thirty (30) Calendar Days’ written notice to the other Party;
       2. Without notice, if the other Party is in material breach of any of its obligations under the Agreement and fails to rectify or remedy such breach within ten (10) Business Days of receiving a written notification of such breach from the terminating Party;
       3. If any Government issues a law and/or a policy prohibiting, obstructing and/or preventing the implementation of the cooperation based on the Agreement in any country within the Territory;
       4. If a material business licence of either of the Parties is revoked and/or suspended by the Government;
       5. If one of the Parties is dissolved and liquidated, whether voluntarily or based on a decision from the court of any country within the Territory and/or any Government; or
       6. If either of the Parties is deemed insolvent by Applicable Law or declared bankrupt based on a legally binding court decision.
    3. In connection with the termination of the Agreement, where applicable, the Parties agree to waive the enforceability of any relevant Applicable Law requiring the Parties to obtain a court decision to terminate the Agreement, and agree that termination of the Agreement in accordance with its terms shall be valid and legally binding.
    4. On termination or expiry of the Agreement for any reason, the Corporate User shall:
       1. Immediately cease using the GoCorp Services; and
       2. Promptly (and in any event within three (3) Calendar Days) pay any money owed to Gojek, which shall become immediately due and payable on termination or expiry of the Agreement.
    5. The Parties shall have no further obligations or rights under the Agreement after termination or expiry of the Agreement, without prejudice to any obligations or rights which have accrued to either Party at the time it is terminated or expired, save that the provisions relating to Confidentiality, Data Protection and Privacy, Intellectual Property Rights, Indemnities and Liability, Representations and Warranties, Term and Termination, Force Majeure, Disputes and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of the Agreement.

12. FORCE MAJEURE

    1. In the occurrence of a Force Majeure event, including without limitation, any earthquake, typhoon, landslide, flood, fire, explosion, natural disaster, war, riot, terrorism, power struggle, sabotage, embargo, strike, drastic change in politics/the economy, demonstration, power outage, extensive disabled internet connection, lightning strike, plague whether its epidemic or pandemic, whether or not supported with a statement from the competent authority on the occurrence of such event, and the enactment of new laws and regulations (that becomes an Applicable Law) that directly or indirectly affects the performance of the Agreement, which results in the inability to perform the obligations of the Parties under the Agreement.
    2. The Party affected by the Force Majeure shall notify in writing the other Party at the latest five (5) Business Days following the Force Majeure event and shall use its best efforts to restore its ability to perform its obligations under the Agreement within the shortest time possible and keep the other Party informed regarding its plan to anticipate and mitigate the effects caused by the Force Majeure.
    3. If the Force Majeure event prevents or delays the performance by a Party of its obligations under the Agreement for a successive period of thirty (30) Calendar Days, the Parties must meet to anticipate and mitigate the effects caused by such event. If a solution is found, then the Agreement may be postponed and modified or terminated with a written agreement between the Parties, provided that all rights and obligations of each Party which have arisen prior to the occurrence of the Force Majeure event must still be performed by each Party.
    4. If the Agreement cannot be performed due to a Force Majeure, all consequences arising from the non-performance of the Agreement shall be the responsibility of each Party and a Party cannot file a claim against the other Party for the non-performance of the Agreement. Each Party who experiences Force Majeure conditions must give a written report to the other Party on its inability to fulfill the obligations set out in the Agreement as a result of the above matters.

13. DISPUTES

    1. The Agreement and any non-contractual relationship arising therefrom shall be governed by and construed in accordance with the laws of Singapore.
    2. Any dispute arising between the Parties relating to the performance of the Agreement shall first be resolved through deliberation to reach consensus.
    3. If within thirty (30) Calendar Days, a settlement cannot be achieved by way of deliberation to reach consensus, the Parties agree to resolve the dispute by way of arbitration in accordance with the arbitration rules of the Singapore International Arbitration Centre. The place of the arbitration shall be Singapore and the language of the arbitration shall be English. The arbitral award rendered shall be final, binding and incontestable and may be used as a basis for judgment thereon in Singapore or elsewhere. In the event that the Parties are in the process of resolving the disputes as referred to in this section, the Parties shall still conduct their obligations under the Agreement unless stipulated and agreed otherwise by the Parties.

14. GENERAL

    1. Fees and Expenses: Other than as expressly agreed in advance between the Parties, each of the Party will bear its own fees and expenses of legal counsel, tax advice and other professional advisors incurred in connection with the Agreement and with any and all business contemplated by the Agreement.
    2. Waivers: The rights of each party under the Agreement may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by Applicable Law and may be waived only in writing and specifically. Delay in the exercise or non exercise of any right is not a waiver of that right. Gojek shall not be liable for delay or failure in performance resulting from causes beyond Gojek’s reasonable control.
    3. Entire Agreement: This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter of the Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The Parties also hereby also exclude all implied terms in fact. By entering into the Agreement, the Parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.
    4. Amendments: Gojek may amend these Standard Terms and Conditions at its sole discretion from time to time. Gojek will use its reasonable endeavours to notify the Corporate User of any material changes to these Standard Terms and Conditions; however, the Corporate User agrees that it has the responsibility to review these Standard Terms and Conditions regularly and its continued use of GoCorp Services will constitute its acceptance of any amendments. Subject to the foregoing, no variation to or amendment of the Commercial Terms will be effective and binding on the Parties unless made in writing and executed by the authorised representatives of the Parties.
    5. Assignment: Either Party shall not transfer to any third party any and all rights and obligations arising in connection with the Agreement without the prior written consent of the other Party, such approval not to be unreasonably withheld. Notwithstanding the foregoing, the Corporate User agrees and hereby expressly consents to Gojek, at any time, assigning all of its rights or obligations under the Agreement to its Affiliate to be named by Gojek (“Designated Gojek Affiliate”).
    6. Severability: If any court or relevant authority in the Territory determines that any part of the Agreement is illegal, invalid or unenforceable under Applicable Law, the remaining parts of the Agreement will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of the Agreement.
    7. Counterparts: Where necessary, the Agreement may be signed in any number of counterparts by the Parties on separate counterparts, each of which when duly executed will be an original but all the counterparts will together constitute one and the same document.
    8. No Partnership: Nothing in the Agreement will be deemed to constitute a partnership between the Parties or construe any Party as the agent of the other Party for any purpose.
    9. No Right: A person who is not a party to the Agreement has no right to rely upon or enforce any term of the Agreement.
    10. Notices: All Notices shall be in the English language in writing and signed by or on behalf of the Party giving it and marked for the attention of the other Party. A Notice may be delivered personally, by email or by pre-paid courier to the other Party’s registered address or an email address provided by the other Party for Notices. All Notices given pursuant to or in accordance with the requirements of the Agreement will be deemed to have been delivered:
        1. If delivered by hand, on the date of delivery (as evidenced by an acknowledgement of receipt);
        2. If sent by email, when the sender receives an automated message confirming delivery or four (4) hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first. For evidentiary purposes, in the case of delivery by email, in a reasonable endeavor, a copy must be served by courier within seven (7) Business Days; and
        3. If delivered by an overnight courier service, one (1) Calendar Day following deposit with such courier service.
    11. Currency: All monetary obligations pursuant to the Agreement shall be made in the currency as stated in the Commercial Terms in accordance with the Applicable Law.