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Terms and conditions

Terms and Condition /

GoFood Merchant Standard Terms

GoFood Merchant Standard Terms
  1. About the Company

    The Company is a technology services company. The Company operates the GoFood platform; it 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. Merchant acts as an independent, third party contractor carrying on business on its own account, not under the employment of the Company or any of its Affiliates.
  2. Definitions and Interpretation

    1. In this Agreement, terms not defined in the Standard Terms have the meaning set out in the Commercial Terms. The following terms have the following meanings:

      Additional Charges is defined in clause 7.3;

      Affiliate means, in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 per cent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly;

      Applicable Law means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry 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 during the Term;

      Driver means the driver who collects F&B Items from Merchant on behalf of Users and delivers them to Users;

      Driver Application means the electronic application supplied by the Company and/or its Affiliates to facilitate Drivers’ use of the System in their role as Drivers;

      F&B Items means the food and beverage items made available to Users for purchase from Merchant via GoFood;
    2.  
    3. Goods means other non-F&B Items made available to Users for purchase from Merchant via GoFood.

      GoFood means the food delivery platform enabled via the System, which allows a User to order F&B Items and Goods, which will be sold by Merchant and picked up directly by User or delivered by a Driver;

      GoBiz means means the electronic application supplied by Gojek and/or Gojek Group Companies to facilitate Merchant’s use of the System in their role as a merchant;

    4. List Price means the current price of the F&B Items and the Goods and the Goods listed on GoFood by the Merchant and shown on the User Application, free of any discount or promotion;
    5.  
    6. Merchant Wallet is a feature in GoBiz that records the amounts payable by the Company to the Merchant;
    7.  
    8. 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;

      Order means an order for Merchant’s F&B Items placed by a User via the User Application;

      Policies means any policies, guidelines or information applicable to Merchant, as notified to Merchant by the Company from time to time (including via the System, the Website, or the Policies), and as may be updated by the Company from time to time;

      Promotional Materials means any marketing or promotional materials provided by or on behalf of the Company to Merchant;

      Promotion Program means the promotional programs, including Program Content, Program Fee, Program Period announced or intent to be announced on System, which is supposed to be implemented by Merchants at Outlets through System; or designed by Merchants and registered to Company through Gobiz app.

      Program Content means the contents of Promotion Program implemented by the Merchants;

      Program Fee means agreed fee between Parties to implement the Promotion Program;

      Program Period means the term of the Promotion Program as confirmed or registered by the Merchants from time to time;

      Registration Period means a period determined by Company to Merchants for Promotion Program registration which can be changed from time to time without prior notification to the Merchant;

    9. Service Fee has the meaning set forth in Article 8.7 of this Standard Terms;
    10.  
    11. SOP is the standard operating procedure for using GoFood and GoBiz, which may be amended or supplemented from time to time by the Company and notified to Merchants;
    12.  
    13. Standard Terms means these Terms and Conditions for GoFood Merchants;

      System means the system provided by the Company and/or its Affiliates to enable GoFood and related software, websites, platforms, payment services and other support systems and services, including the Websites;

      Total Order Value means the total amount paid or payable to Merchant for Orders (inclusive of all sales taxes, including VAT);

      User means a registered end user of the User Application;

      User Application means the electronic application supplied by the Company and/or its Affiliates to facilitate Users’ use of the System as Users;

      User Fees is defined in clause 7.2;

      User Terms of Use means the terms of use that apply to a User’s use of the User Application, as updated from time to time; and

      Websites means any websites operated by the Company and its Affiliates from time to time.
    14. In this Agreement (except where the context otherwise requires): (a) a reference to “writing” does not include email unless otherwise specified; and (b) any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. This Agreement is drafted bilingual in the Vietnamese and English languages. If there is any difference or conflict between two languages, the Vietnamese shall prevail. In the event of any inconsistency, the following order of precedence applies: (i) the Commercial Terms; (ii) the Standard Terms; then (iii) any other parts of this Agreement.
  3. Company responsibilities

    1. Subject to Merchant’s compliance with the terms of this Agreement, the Company and/or its Affiliates will:
      1. operate the System; and
      2. keep a record of Orders via the System.
  4. Merchant responsibilities

    1. Merchant represents, warrants and undertakes on a continuing basis throughout the Term that Merchant:
      1. has full power and authority to enter into this Agreement and perform its obligations under this Agreement;
      2. has all required licences, approvals, authorities and consents to operate the Outlets, sell all applicable F&B Items, and otherwise operate its business as required by Applicable Law, and that each Outlet meets the applicable industry food safety and other applicable standards for an outlet of its kind;
      3. will not engage in any fraudulent, misleading or deceptive conduct, and will comply at all times with all Applicable Laws and the Policies, and notify the Company if it is in breach of any Applicable Laws or the Policies;
      4. will only use the System for lawful purposes and only for the purposes for which it is intended to be used, and will not impair or circumvent the proper operation of the network on which the System operates; 
      5. will promptly provide the Company with any documents or information reasonably requested by the Company in connection with this Agreement, and ensure any documents and information provided by Merchant (or on Merchant’s behalf) to the Company are at all times accurate, current, complete and not misleading and do not violate any third party intellectual property rights; and 
      6. must ensure that, at any time, the List Price is not higher to the current price of the same F&B Items and the Goods sold by the Merchant at the Outlet or displayed on other websites and/or food delivery platforms, free from any discount and promotion. For the avoidance of doubt, the Company is entitled to terminate immediately and without prior notice if the Merchant breaches this obligation.
    2. Merchant agrees to:
      1. provide information and updates on the Outlets and F&B Items and the Goods sold by Merchant, and inform the Company promptly (and in any event no later than two calendar days) of any changes to such information. Notwithstanding the foregoing, Merchant shall honour all Orders made by a User in reliance on any information provided by Merchant and displayed on the User Application;
      2. verify on a regular basis the information displayed by the Company about the Outlets and/or F&B Items and the Goods sold by Merchant and notify the Company of any inaccuracies;
      3. maintain and keep updated its own records of Orders;
      4. ensure that all F&B Items sold by Merchant are of high quality and hygiene, in an edible condition, appropriately packed taking into account the nature of the F&B Items, and comply with the description of the F&B Items provided by Merchant and displayed on the User Application;
      5. process Orders with all reasonable care and as soon as they are received by Merchant, and ensure that Orders are fulfilled and ready for collection by the relevant Driver within the agreed timeframe; and
      6. issue a receipt or purchase bill for each Order and provide a copy to the Driver upon pick-up.
    3. For the avoidance of doubt, Users purchase F&B Items and the Goods from Merchant and directly go for pick up or allow Driver collects F&B Items and the Goods from Merchant on behalf of Users and delivers the F&B Items and the Goods to Users.
    4. To the maximum extent permitted by Applicable Law, the Company is not responsible or liable for: (a) the acts or omissions of Drivers or Users (including non-payment by Drivers to Merchant, or by Users for F&B Items and the Goods sold by Merchant); or (b) the quality or condition of the F&B Items and the Goods.
    5. Merchant agrees:
      1. to treat Drivers and Users with respect, in compliance with the Policies, and not to engage in any unlawful, threatening or harassing behaviour or activities whilst using the System; and
      2. not to cause any damage to third party property.
    6. Although Merchant is solely responsible for its use of the System and provision of the F&B Items and the Goods, the Company has the right to deal with any complaints made by: (a) Drivers or Users about Merchant; or (b) Merchant about any Driver or User, through the Company’s complaints handling process. Merchant agrees to cooperate fully with such process. The Company also reserves the right, at its sole discretion, to redirect any complaints to Merchant and may choose to facilitate discussions with Drivers or Users. Merchant agrees to comply with Applicable Law, the terms of this Agreement and the Policies in Merchant’s handling of such complaints. The Company’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.
    7. The Company does not endorse any third party providers (including Drivers), applications or websites that are available or to which Merchant is connected through the System, and in no event shall the Company, its licensors or its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers.
  5. GoBiz Merchant Account

    1. In order to access the System as a merchant, Merchant must register for and maintain an Account as a user of GoBiz.
    2. Merchant is responsible for all activities conducted on Merchant’s Account. Merchant must:
      1. only have one Account for one Outlet;
      2. keep Merchant’s Account information (including login details) confidential and secure, and not provide any other person with access to Merchant’s Account, including to transfer the Account or information from Merchant’s Account;
      3. follow security procedures and/or protocols and use access credentials provided by Gojek or Gojek Group Companies;
      4. promptly notify Gojek if Merchant suspects any unauthorised access to or use of Merchant’s Account.
      5. be responsible to buy, maintain mobile devices to access Merchant Account and ensure the mobile devices are only used by the authorized people;
      6. announce and follow guidance from Gojek in case the mobile devices are lost, stolen and keep Gojek and its Affiliates not affected by the loss, stolen devices.
    3. Gojek reserves the right to block or deny access to Merchant’s Account, and/or block features  available in GoBiz, without prejudice to its other rights and remedies:
      1. if Gojek deems, in its sole discretion, that Merchant has violated any term of this Agreement or the Policies;
      2. during an investigation;
      3. Merchant owes any money to Gojek or a Gojek Group Company;
      4. if this Agreement is terminated for any reason;
      5. if Gojek reasonably suspects that the Merchant’s Account is or may be used for or involved in any fraudulent, illegal or other criminal activity; and/or
      6. at any other time in Gojek’s reasonable discretion.
  6. Merchant’s use of the System

    1. Subject to Merchant’s compliance with this Agreement, the Company and its licensors grant Merchant a revocable, limited, non-exclusive, non-transferable, royalty-free licence during the Term and in the Territory, to access and use the System, for the sole purpose of Merchant exercising its rights and performing its obligations in accordance with this Agreement.
    2. All rights not expressly granted to Merchant under this Agreement are reserved by the Company and its licensors. Nothing in this Agreement transfers any ownership in or to the System (in whole or in part) to Merchant.
    3. In using the System, Merchant shall not:
      1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System in any way;
      2. modify or make derivative works based on the System, or reverse engineer or access the underlying software for any reason;
      3. use the System to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the System, copy any ideas, features, functions or graphics of the System, 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 attempt to gain unauthorised access to the System or related systems or networks;
      4. 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;
      5. 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;
      6. send or store any material for unlawful or fraudulent purposes;
      7. send spam or other unsolicited messages;
      8. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;
      9. send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
      10. interfere with or disrupt the integrity or performance of the System or the data contained therein;
      11. impersonate any person or entity or otherwise misrepresent Merchant’s affiliation with a person or entity; or
      12. make or receive Orders other than via the System or which are fake;
      13. cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to the Company (and its officers, directors, members, employees and agents), any User, or any other party; or
      14. damage the Company’s or any of its Affiliates’ reputation in any way.
    4. Company by its sole discretion can lend the POS to Merchant to support the operation of Merchants and reserve the right to collect the POS whenever necessary. When using the POS, Merchants commit:
      1. Strictly comply with the guidance and only use the POS for internal business in compliance with the law;
      2. Use and maintain the POS as if it is the Merchant’s asset; by its own cost and at anytime to keep and maintain the POS in good and substantial repair, condition and appearance in order to keep it in as good an operating condition as when it was handed over;
      3. Ensure the POS is operated by authorized people, duly instructed on its safe operation in accordance with manufacturer’s operating manuals, instructions and safety warnings;
      4. Hold harmless to Company and any of its Affiliates from any and all liability, claims, damages, costs, including legal fees, and expenses arising from Merchant’s use, misuse, and/or possession of the POS.
  7. Merchant’s relationship with the Company

    Merchant’s relationship with the Company is that of an independent contractor. Merchant expressly agrees that no employment, joint venture, partnership, or agency relationship exists between the Company and Merchant. Merchant has no authority to bind the Company and Merchant undertakes not to hold itself out as an employee, agent, worker or representative of the Company.
  8. Financial Terms

    1. Merchant shall appoint a bank account in Vietnam to receive payment from the Company and provide the details of such account to the Company ("Merchant Bank Account"). Merchant hereby instructs the Company to pay any amounts payable to Merchant to the Merchant Bank Account.  Merchant shall be solely responsible in ensuring that the Merchant Bank Account provided to the Company is accurate and authenticated. The Company shall not be responsible for any issues or errors in the payment process arising from the incorrect details of the Merchant Bank Account.

    2. Merchant is entitled to charge Users the following fees for each Order via the System, which may include:
      1. a fee for each F&B Item sold via the System, which unless the Company agrees otherwise, will be the Merchant’s then-current prices for the F&B Items as shown on Merchant’s menu and displayed on the User Application;
      2. any applicable taxes calculated in accordance with Applicable Law; and
      3. any other amounts payable by the User to Merchant in accordance with the User Terms of Use or the Policies,
    3. The System may allow Merchant to charge Users and/or other parties certain costs incurred during the completion of each Order (without mark-up), as notified to Merchant by the Company from time to time (including via the Policies) (together, the Additional Charges). The Company may update the basis on which any component of the Additional Charges is calculated, at any time in its absolute discretion. Any such update will be notified to Merchant. Any Additional Charges on or after the date on which the update takes effect shall be subject to the updated calculation.
    4. Merchant acknowledges and agrees that the Company may, to the extent permitted by Applicable Law, adjust or cancel the User Fees or Additional Charges (or part thereof) payable for the F&B Items, acting reasonably (for example, where the Company determines that there is an error in the original calculation, that Merchant has not complied with this Agreement or the Policies, that a fee was charged when it should not have been (or vice versa), or in the case of a complaint from a User). For the avoidance of doubt, if the Company provides a refund to a User in the case of a complaint from a User, the Company may investigate the cause of the complaint and if it determines Merchant to be at fault, may invoice Merchant for the value of the refund.
    5. Merchant will be paid the User Fees and any Additional Charges via the following payment methods:
      1. In case the Merchant accepts cash only, the Driver will be required to pay the User Fees and Additional Charges payable to Merchant, and any other amounts payable by Users to the Company in cash directly to Merchant when the Driver picks up the Order from Merchant on behalf of User. For this purpose, Merchant agrees to collect any amounts payable by Users to the Company on behalf of the Company, and that the Company is entitled to set-off such amounts from any amounts payable by the Company to Merchant if the Merchant uses any services rendered by the Company; or
      2. any other methods offered via the System from time to time. If Merchant activates Merchant Wallet in GoBiz, Merchant agrees that the Company can proceed the payment as stated in Article 8.16.
    6. In order to promote usage of the System, the parties may from time to time agree to offer promotions to Drivers and/or Users, which may affect the User Fees payable to Merchant. Merchant must provide the F&B Items at the promotional fees as agreed and displayed via the System.

    7. The Company will receive a Service Fee as payment for Merchant’s use of the System. Service Fees shall be inclusive of all sales taxes, including VAT. Service Fees are non-refundable.
    8. The Company is entitled to invoice Merchant in respect of the Service Fees which has been deducted in each Order according to article 8.16 and any amounts collected by Merchant on behalf of the Company in accordance with clause 7.5, in accordance with the Company’s then current invoicing policies. In the event that the Company invoices Merchant, Merchant must notify the Company of any disputes in writing within five (5) days from the date the invoice is provided to Merchant, failing which the corresponding invoice will be deemed undisputed and due.
    9. Merchant will pay the Company the Service Fees, and any amounts collected by Merchant on behalf of the Company in accordance with clause 7.5, within the Service Fee Payment Term in accordance with the payment method set out in the invoice issued by the Company. If Merchant fails to pay an undisputed invoice within the Service Fee Payment Term, the Company may, without limiting its other rights and remedies, suspend Merchant's access to the System and/or stop displaying information about Merchant’s Outlets via the System until such invoice is paid in full
    10. In addition to the Service Fees, the Company reserves the right to charge a fee for all support and services obtained by Merchant, directly or indirectly, through the use of the System, as notified to Merchant by the Company from time to time (including via the Policies).
    11. Without prejudice to the Company's other rights and remedies, the Company may suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes Merchant, a Driver and/or a User are in breach of this Agreement or the Policies. In such an event, Merchant shall not hold the Company liable for any withholding of, delay in, suspension of, or cancellation of, any payment to Merchant.

    12. This 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.
    13. Merchant agrees that it is solely responsible for taxes on its income arising from Merchant’s participation with GoFood. Merchant warrants that it will perform the necessary obligations imposed by the relevant tax or revenue authority in relation to the reporting of Merchant’s income and payment of taxes on the same.
    14. Merchant agrees that the Company may, to the extent required by Applicable Law, declare, collect and/or pay any relevant taxes on Merchant’s behalf, and disclose all necessary or relevant information to the relevant tax or revenue authority for such purposes.
    15. Merchant agrees to do everything necessary and required by Applicable Law to enable, assist and/or defend the Company to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with this Agreement.

    16. The Company will pay any payable amount to Merchant, after deduction with Service Fee and other deductions (if any), by bank transfer, automatically on a scheduled basis as set forth in this Standard Terms or any Company’s SOP.
    17. If the Merchant has any payable amount due to the Company in relation to the use of any services, the Merchant agrees that the Company is entitled to offset such Merchant’s payable amount before performing carrying out auto payout to the Merchant under Article 8.16.
    18. Merchant shall pay for all incurred costs and expenses for bank transfer (if any).
    19. Merchant undertakes to comply and train their staff to comply with any SOP or guidance issued by the Company when delivering the F&B Items or Goods to the Drivers or to Users.
    20. Merchant is not allowed to unwind any Outlets activated for Merchant Wallet features, unless otherwise agreed in writing by the Company.
  9. Marketing and publicity

    1. Any Intellectual Property Rights belonging to a party prior to the Effective Date shall remain vested in that party.
    2. Merchant grants the Company and its Affiliates an irrevocable, worldwide, royalty-free licence during the Term to use Merchant’s Intellectual Property Rights for the purposes of performing the Company’s obligations and exercising its rights under this Agreement, including any marketing and promotional activities.
    3. The Company and its licensors grant Merchant a limited, revocable, non-transferable, non-sublicensable, royalty-free licence during the Term and in the Territory to use the Company’s Promotional Materials for the sole purpose of conducting marketing and promotional activities as agreed in accordance with clause 8.4 and otherwise in accordance with the Policies and the Company’s instructions. On expiry or termination of this Agreement, Merchant will return all Promotional Materials to the Company promptly, and in any event within three days.
    4. The parties may conduct marketing and promotional activities in relation to GoFood, the Outlets and/or the F&B Items and the Goods, as mutually agreed and only applied for Merchants on GoBiz.
    5. Company will announce the Promotion Programs supposed to be performed by Merchants at Outlets via System or Merchants can self design and implement the Promotion Program by registering the Program Content through Gobiz account.
      1. Merchants shall confirm with Company within the Period Program regarding joining the Promotion Programs. After the confirmation or registration, Merchants shall not terminate Program and amend the registered price of F&B Items and Goods;
      2.  If the Merchant registers more Programs at any one time, Gojek, at its discretion, will decide to prioritize implementing the Program which is more profitable for the User first;
    6. Company has the right by it own discretion and according to Vietnam law, to amend or change the Program Content, approve or reject a Promotion Program registered by Merchant if the Program Content is not complied with applicable policies, guidance of Company and/or violate Applicable Law;
    7. By registering for a Program, the Merchant represents and warrants that it is fully authorised to do so in respect of all Outlets registered under the Program, and agrees to be bound by the specific terms and conditions and policies issued by Company as specified in GoBiz and/or the System;
    8. Merchants shall take the separate responsibility to comply with the Applicable Law regarding the implementation of Promotion Programs, including but not limit to the announcement or registration of promotion to the local Department of Industry and Trade;
    9. Merchant must not issue any press releases or otherwise refer to the Company or its Affiliates without the Company’s prior written consent.
  10. Indemnities and liability

    1. Merchant shall defend, indemnify and hold harmless the Company, its licensors and each 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:
      1. Merchant’s breach of any term of this Agreement or any Applicable Law;
      2. Merchant’s provision of the F&B Items and the Goods;
      3. Merchant’s use of the System; and
      4. any claim that the provision or use of Merchant’s Intellectual Property Rights infringes any third party rights.
    2. The System is provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, the Company disclaims all representations and warranties, express, implied or statutory, save as expressly set out in this Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.
    3. Without limitation to clause 9.2, the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the System, or that the System 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. The Company does not guarantee the quality, suitability, safety or ability of the Drivers or third party providers.
    4. Unless otherwise agreed in writing, the Company does not guarantee that Merchant’s use of the System will generate any minimum number of Orders or any minimum User Fees for Merchant.
    5. The System may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, including the devices used by Merchant, the Driver or the User being faulty, not connected, out of range, switched off or not functioning. The Company is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

    6. Nothing in this 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.
    7. To the maximum extent permitted by Applicable Law, the Company 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 System or this Agreement, whether in contract, tort, breach of statutory duty or otherwise.
    8. To maximum extent permitted by Applicable Law, in no event shall the Company’s maximum aggregate liability arising under and in connection with the System and/or this Agreement, whether in contract, tort, breach of statutory duty or otherwise, exceed the Service Fees paid to the Company by Merchant in the six month period immediately preceding the first event giving rise to a claim under this Agreement.
    9. Any claims Merchant has against the Company under or in connection with the System or this Agreement must be notified to the Company within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) Merchant will forfeit any rights and remedies Merchant has in respect of such claim.
  11. Term and termination

    1. This Agreement commences on the Effective Date and, unless terminated in accordance with its terms, continues for the Initial Term. This Agreement shall automatically renew for successive Further Terms in accordance with the Commercial Terms.
    2. The Company may terminate this Agreement:
      1. at any time for any reason by giving notice to Merchant;
      2. immediately, with or without notice, if Merchant is in breach of any term of this Agreement, without prejudice to the Company’s other rights and remedies; and
      3. immediately, with or without notice, if Merchant is in breach of any other agreement with the Company.
    3. Merchant may terminate this Agreement if the Company materially breaches this Agreement and, if such breach is curable, fails to cure such breach within 30 days of receiving written notice of such breach.
    4. This Agreement may be terminated by mutual agreement between the Company and the Merchant.
    5. On termination or expiry of this Agreement for any reason, Merchant shall:
      1. immediately cease using the System; and
      2. promptly (and in any event within three days), pay any money owed to the Company (which shall become immediately due and payable on termination or expiry).
    6. The parties shall have no further obligations or rights under this 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, save that the provisions of clauses 1, 2, 6, 7.11 to 7.14, 8.5, 9, 10, 11, 12 and 13 of this Agreement and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of this Agreement.
  12. Privacy

    1. Merchant agrees and consents to the Company using and processing Merchant’s personal information as set out in the Privacy Policy here, as amended from time to time.
    2. To the extent that Merchant has access to any personal information in connection with the System, Merchant agrees to process it in accordance with Applicable Law, the Policies (including the Privacy Policy) and the Company’s instructions. Merchant acknowledges that it is not entitled to receive, and shall not directly or indirectly seek to obtain, any personal information about Users.
  13. Disputes

    1. This Agreement (and any and all disputes arising out of or in connection with this Agreement (including any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof)) will be subject to the laws of Vietnam. Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Arbitration Rules of the Vietnam International Arbitration Centre (which rules are deemed to be incorporated by reference into this Agreement) by one arbitrator, appointed in accordance with the rules. The arbitration will take place in Ho Chi Minh City and the language of the arbitration will be Vietnamese, unless the Merchant is an enterprise with foreign investment capital, in which case the language of the arbitration will be English.
  14. General

    1. The Company shall not be liable for delay or failure in performance resulting from causes beyond the Company’s reasonable control.
    2. Merchant shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or any of its Affiliates.
    3. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this 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. In entering into this 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 this 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. Nothing in this Agreement excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.
    4. Merchant may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Merchant’s rights or obligations, under this Agreement without the Company’s prior written consent. The Company may at any time assign, sub-license, transfer, subcontract or otherwise dispose of its rights or obligations under this Agreement without notice or consent (save to the extent required by Applicable Law).
    5. If any Court or relevant authority determines that any part of this Agreement is illegal, invalid or unenforceable under Applicable Law, the remaining parts of this 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 this Agreement.
    6. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
    7. The Company may give notice to Merchant by means of a general notice published via the System or to the Merchant Representative. Merchant must give notice to the Company to the Company Representative or other method as notified by the Company from time to time.
    8. The Company may amend these Standard Terms at its sole discretion from time to time and will use reasonable endeavours to notify Merchant of any material changes. Merchant's continued use of the System will constitute Merchant's acceptance to the amendments. Merchant agrees that it is Merchant's responsibility to review the Standard Terms regularly.

 

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