Terms of Service

SCHEDULE 6 (Only applicable to Grab Pay Later Payment Channel)

ADDITIONAL TERMS AND CONDITIONS FOR MERCHANT ONBOARDING USING GRAB PAY LATER

These PayLater Merchant Service Terms and Conditions (the “PayLater Merchant Terms”) will apply to any Merchant using PayLater by Grab through Fiuu. By using PayLater by Grab, the Merchant agrees that it has read, understood, accepted and agreed to these PayLater Merchant Terms. Upon the use of PayLater by Grab by the Merchant, these PayLater Merchant Terms would constitute a legal agreement between the Merchant and GFin.

1. DEFINITIONS AND INTERPRETATION

            1.1              Definitions

API: The application programming interface designated between the Merchant and the Acquirer (which may be accessed through a different integration method as agreed between the Merchant and the Acquirer), and the Acquirer and GFin that relates to these PayLater Merchant Terms and the Merchant Agreement.

Deferred Payables: The amount of the corresponding transaction between the Merchant and an End User, inclusive of SST, delivery cost and such other charges and deducting any applicable vouchers, discounts or e-gift cards, that remains owing and is payable by the End User to the Merchant for the Merchant’s sale of goods or services to that End User, on a deferred basis in accordance with the terms of the PayLater Payment Method under which such sale of goods or services occurred and includes any rights, title and interest relating thereto (which shall include but would not be limited to the right to determine all requests for refunds).

Dissolution Event: Where the Merchant is not a body corporate, any event that results in or brings about the dissolution of the Merchant as a registered business enterprise, either by way of failure to renew registration of business, revocation of registration, removal from the register, termination of business either voluntarily or by the death of the sole proprietor or a member of the partnership, illegality or court order or any other grounds for dissolution of the Merchant as a registered business as provided under the law.

Force Majeure:            Any event or cause beyond the reasonable control of the Merchant or GFin, including (i) act of God, lightning, storm, flood, fire, earthquake or explosion, (ii) strike, lockout or other labor difficulty, (iii) act of public enemy, war (declared or undeclared), sabotage, blockade, revolution, riot, insurrection, civil commotion, terrorism, epidemic and (iv) embargo, power or water shortage, lack of transportation.

GFin:                              GFin Services (M) Sdn. Bhd.: a company incorporated and existing in Malaysia with registration number 201801003900(1265914-A) and having a place of business at Level 8, First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor.

GPay:                             GPay Network (M) Sdn. Bhd.: a company incorporated and existing in Malaysia with registration number 201701005704 (1219869-A) and having its place of business at Level 8, First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor.

Grab App:                     The mobile application in respect of which, GFin’s Affiliates and partners, offers smartphone-based technologies for End Users to, among others, be matched with independent third parties for vehicle booking and dispatch, food and beverages and food delivery services.

GrabTaxi:                      means GrabTaxi Holdings Pte. Ltd. a company incorporated and existing in Singapore with registration number 201316157E and having its place of business at 6 Battery Road, #38-04, Singapore 049909.

End User(s):                  The Customer who is also registered as a Grab App user who purchases goods or services from the Merchant using the Merchant’s Website.

Insolvency Event:        Will occur in relation to the Merchant (where the Merchant is a body corporate) if:

                    (a) the Merchant is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

                    (b) the value of the assets of the Merchant is less than its liabilities;

                    (c) any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Merchants and is not discharged within 30 days;

                    (d) any corporate action, legal proceedings or other procedure or step taken in relation to:

                          (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, judicial management, or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Merchant (other than a solvent liquidation or reorganization of such person);

                          (ii) a composition, assignment or arrangement with any creditor of the Merchant;

                          (iii) the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager or other similar officer in respect of the Merchant (other than the appointment of a liquidator in respect of a solvent liquidation of the Merchant) or any of its assets; or

                          (iv) enforcement of any security over any assets of the Merchant, or any analogous procedure or step taken in any jurisdiction.

Material Adverse

Effect:                            A material adverse effect on or a materially adverse change in:

                    (a) he business, operations, assets, property, condition (financial or otherwise) or prospects of the Merchant;

                    (b) the ability of the Merchant to perform its obligations under these PayLater Merchant Terms; or

                    (c) the validity, legality or enforceability of any rights or remedies of GFin under these PayLater Merchant Terms.

Merchant’s Terms

and Conditions:           The terms and conditions in accordance with which the Merchant sells goods / services on the Merchant’s Website including the applicable terms providing for deferred payment terms in accordance with the PayLater Terms of Use and includes each contract of sale for the Purchase with an End User formed pursuant to such terms and conditions.

PayLater by Grab

or PayLater:                  Paylater Postpaid and/or PayLater Instalments, as applicable.

PayLater

Instalments:                 A PayLater by Grab payment method under which an End User may select as a payment method o’ a Merchant’s Website, by which when selected, the Merchant grants such End User deferred payment terms on an interest-free basis on the selected instalment plan, for payment in accordance with the requirements as set out in the PayLater Terms of Use, in relation to which the instalments and related rights are to be acquired by and assigned to GFin by the Merchant.

PayLater

Postpaid:                       A PayLater by Grab payment method under which an End User may select as a payment method o’ a Merchant’s Website, by which when selected, the Merchant grants such End User deferred payment terms on an interest-free basis, for payment on a date in the subsequent month after the month of the Transaction (as specified in the PayLater Terms of Use, as amended or updated from time to time), which are to be acquired by and assigned to GFin by the Merchant.

PayLater Terms

of Use:                           The terms and conditions of use for PayLater by Grab as amended or replaced from time to time and a https://www.grab.com/my/terms-policies/paylater/.

Purchase:                      A purchase of goods/services by an End User on the Merchant’s Website using PayLater by Grab.

SST:                                The prevailing goods, sales, services and/or any similar additional tax imposed under Malaysian law for the time being.

Termination Event

For Pay Later                : The occurrence of any one of the following events:

                    (a) the Merchant fails to pay any sum due from it under these PayLater Merchant Terms on the due date, in the currency and in the manner specified;

                    (b)  any amounts borrowed or raised under any transaction having the commercial effect of a borrowing or raising of finance by the Merchant are not paid when due or become due and payable, or becomes capable of being declared due and payable, prior to their specifieIaturity;

                    (c) any guarantee or indemnity or any other assurance against financial loss given or assumed by the Merchant is not honored when due or called upon;

                    (d) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, any part of the undertaking, assets, properties, rights or revenues of the Merchant and such attachment or process is not discharged with even days;

                    (e) the Merchant is in breach of any of its representations, warranties, undertakings or obligations under these PayLater Merchant Terms;

                    (f) any Insolvency Event occurs in relation to the Merchant (where the Merchant is body corporate);

                    (g) any Dissolution Event occurs in relation to the Merchant (where the Merchant is not a body corporate);

                    (h) the Merchant becomes insolvent due to its sole proprietor or a member of its partnership being declared bankrupt or insolvent (where the Merchant is not a body corporate);

                    (i)  an event or circumstance occurs which has a Material Adverse Effect;

                    (j)  the Merchant suspends or ceases, or threatens to suspend or cease, to carry on its business;

                    (k) GFin is required to cease provision of Paylater by Grab services for compliance with applicable laws, requirements and/or guidelines (whether voluntary or otherwise);

                    (l) it is or is likely to become unlawful in any relevant jurisdiction for any Party to perform its obligations under these PayLater Merchant Terms; or

                    (m) these PayLater Merchant Terms or any provision herein is repudiated by the Merchant or the validity or enforceability of these PayLater Merchant Terms is at any time contested by the Merchant.

Vendor:     Any person with whom the Merchant has entered into an agreement by which the firs mentioned person sells goods through the Merchant or where the Merchant sells goods on behalf of the first mentioned person, in its capacity as agent of the first mentioned person or on a consignment basis.

                  1.2 No partnership

No joint venture, partnership or employment relationship exists, and no agency relationship exists between the Merchant or GFin as a result of this Agreement.

2. THE SALE AND PURCHASE OF DEFERRED PAYABLES

                 2.1 Sale and Purchase

                    (a) The Merchant agrees to sell and assign to GFin each Deferred Payable arising after the End User has chosen PayLater by Grab as enabled via the Acquirer’s payment processing platform on the Merchant’s Website, and GFin agrees to buy the same in accordance with the terms of this Pay Later Merchant Terms.

                    (b) Upon a Purchase, the Merchant will endeavor to make available to GFin via API (via Fiuu) the relevant information as described in GrabPay’s API documentation, as required by GFin and enabled by Fiuu. Omission of such information in the API may result in a rejection of the Transaction by GFin’s risk systems.

                    (c) In respect of each Deferred Payable, immediately upon the transmission by way of API to GFin by the Merchant (via Fiuu) in respect of that Deferred Payable in accordance with paragraph (b) above, the Merchant irrevocably assigns absolutely to GFin the corresponding Deferred Payable.

                    (d) In respect of each sale and assignment of a deferred Payable to GFin:

                          (i)  the purchase price payable by GFin shall be an amount equal to the Deferred Payable or such amount as agreed between GFin and Fiuu from time to time;

                          (ii) GFin shall pay the purchase price, less any amounts owing by the Merchant to GFin, through GPay and Fiuu; and

                          (iii) Fiuu may deduct any fee or any amount owing by the Merchant to the Acquirer prior to the transfer of such amounts by RMSI the Merchant.

                    (e) The Merchant agrees that any payment obligation owed by GFin to the Merchant shall be irrevocably discharged upon payment of the relevant amount to Fiuu.

                    (f) The Merchant and GFin acknowledge that PayLater Postpaid and PayLater Instalments constitutes an assignment of receivables, and does not constitute a loan, credit card or charge card provided by GFin and/or Fiuu to the Merchant or an End User.

                      2.2 Goods/Sales and Services Tax

                    (a) If there is any SST for the sale and purchase of the Deferred Payables, the Merchant agrees that the Deferred Payable is inclusive of any SST payable, and that neither the Acquirer nor GFin will be required to make any payment to the Merchant which exceeds the Deferred Payable amount.

                    (b) The Merchant shall indemnify the Acquirer and GFin against all claims, costs, damage, fines or penalties which may be brought, suffered or levied against Fiuu or GFin as a result of actions by the relevant tax authorities in Malaysia for non-payment of the SST payable in respect of the sale and purchase of the Deferred Payables.

3. THE ASSIGNMENT

             3.1 Notice of Assignment

In respect of the Deferred Payables assigned to GFin under these PayLater Merchant Terms, the Merchant hereby irrevocably appoints GFin or such other person (including GPay and/or any other Affiliate of GFin) as GFin may designate as its nominee or agent and in the Merchant’s name to execute and deliver (whether by way of electronic communication or otherwise) on the Merchant’s behalf to the End User a notice of assignment in the relevant form set out below or in such other form as acceptable to GFin (each of a “Notice of Assignment”).

For PayLater Postpaid:

To:              [insert End User name]

Thank you for using PayLater Postpaid. The payment for your PayLater Postpaid fares, orders and/or deliveries this month, as the case may be, and each including tips if applicable, has been sold and assigned to GFin Services (M) Sdn. Bhd.. Please make payment for all PayLater Postpaid transactions by [insert payment date(s)] through the Grab App.

Transaction details

Merchant:

Date of Purchase:

Transaction Reference No.:

Item(s) Purchased:

Total:

Scheduled Instalment Payment Dates:

For PayLater Instalments:

To:              [insert End User name]

Thank you for using PayLater Instalments. The payment for your PayLater Instalments fares, orders and/or deliveries as set out below, and as the case may be, and each including tips if applicable, has been sold and assigned to GFin Services (M) Sdn. Bhd.Please make instalment payments by the dates set out below through the Grab App.

Transaction details

Merchant:

Date of Purchase:

Transaction Reference No.:

Item(s) Purchased:

Total:

Scheduled Instalment Payment Dates:

            3.2 No Further Rights

With effect from the Merchant’s assignment of a Deferred Payable to GFin, all the Merchant’s interest in that Deferred Payable and all subsisting rights and all remedies for enforcing that Deferred Payable shall vest in GFin and the Merchant shall not have any rights, title, interests, claim or anything whatsoever to that Deferred Payable or any part thereof and shall make no claim whatsoever in respect thereof. The Merchant hereby expressly acknowledges that from the time of assignment of a Deferred Payable to GFin, GFin is the person entitled to the rights, title, interests and benefits to that Deferred Payable.

         3.3 Refunds and Replacements

                    (a) GFin hereby delegates to the Merchant all its rights to determine all requests for refunds, replacements or returns in respect of the products underlying the Deferred Payables that have been assigned to GFin via the Acquirer, provided that refunds to End Users shall be applied in accordance with the PayLater Terms of Use or as otherwise determined by GFin from time to time. Such delegation shall remain effective until further notice by GFin.

                    (b) In respect of each Purchase to which a refund or replacement applies, the Merchant will ensure that the details of the refund or replacement, the remaining Deferred Payable (if applicable) owing by the End User to GFin and any other information agreed by the Merchant and GFin from time to time shall be immediately transmitted via API via the Acquirer (or by such other means as agreed between Parties from time to time) to GFin upon such refund or replacement.

         3.4 The Merchant’s Covenant

                    (a) The merchant undertakes to GFin to do all such acts and execute all such documents and instruments as may be necessary or expedient to enable GFin to exercise the rights, remedies and powers conferred upon it under these PayLater Merchant Terms or in respect of the Deferred Payables purchased under these PayLater Merchant Terms or to protect or otherwise perfect the assignment of and the interest of GFin to the Deferred Payables purchased under these PayLater Merchant Terms, including taking or joining any proceedings to demand, sue for and/or recover the whole or any part of the Deferred Payables and other sums assigned hereunder.

                    (b) The Merchant irrevocably agrees to, immediately upon the request of GFin, execute in favor of and deliver to GFin, a power of attorney in form and substral prescribed by GFin.

                    (c) In respect of any Deferred Payables assigned or purported to be assigned to GFin pursuant to these PayLater Merchant Terms and which has not been re-purchased by the Merchant pursuant to Clause 5.4, the Merchant acknowledges that GPay has been authorized by GFin to act as its collection agent to collect and remit to GFin such Deferred Payables. The Merchant undertakes to, upon the request of GPay, do all such acts and execute all such documents and instruments as may be necessary or expedient to enable GPay to collect and remit such Deferred Payables to GFin.

4. REPRESENTATIONS AND WARRANTIES

         4.1 Representation and Warranties

The Merchant represents and warrants to GFin as follows:

                    (a) the Merchant is duly organized, registered and validly existing under the laws of Malaysia and the Merchant has the power to own its assets and carry on its business as it is being conducted;

                    (b) the Merchant has full power and authority to accept these PayLater Merchant Terms and to exercise all of its rights and perform all of its obligations under these PayLater Merchant Terms;

                    (c) these PayLater Merchant Terms constitute the Merchant’s legal, valid and binding obligations;

                    (d) that all acts, conditions and things which are required or advisable to be done for or in connection with the execution, delivery, performance, legality or enforceability of these PayLater Merchant Terms and in accordance with its terms have been done, performed and have happened in due and strict compliance with all applicable laws and regulations;

                    (e) immediately prior to the assignment of Deferred Payables to GFin pursuant to clause 2.1(c), the Merchant is the sole and beneficial owner of such Deferred Payables and no charge, mortgage, pledge, lien, trust or encumbrance or security interest or any claim exist on or over any part of the Deferred Payables;

                    (f) in respect of any product purchased from the Merchant’s Platform by an End User which is subject to any arrangement between the Merchant and the Vendor, the Vendor has upon such purchase absolutely assigned to the Merchant its rights, title, interest in and benefit to (i) the amounts owing by the End User to the Vendor and corresponding to the relevant Deferred Payables and (ii) all related rights, including the right to determine all requests for refunds or replacements in respect of such purchased products;

                   (g) that there are no proceedings current or pending before any court, or have to the best of the Merchant’s knowledge, been threatened, against or affecting the Merchant and no pending proceedings are before any government agency or administrative body or, have to the best of the Merchant’s knowledge, been threatened, against the Merchant which if adversely determined would cause a Material Adverse Effect;

                    (h) that no Termination Event has occurred;

                    (i) neither its acceptance of these PayLater Merchant Terms nor the performance of any of the transactions contemplated herein will contravene or constitute a default under any provision contained in any agreement, instrument, law, judgment, order, license, permit or consent by which the Merchant or any of the Merchant’s assets are bound or affected;

                    (j) the Merchant will obtain a valid, binding and enforceable title to, and the Merchant has fully and punctually performed all the obligations required in all respects for, the Deferred Payables purchased by GFin (via the Acquirer) under these PayLater Merchant Terms;

                    (k) the relevant End User will not be entitled to any counter-claim, set-off, defense or other equity against the Merchant in respect of any Deferred Payables;

                    (l) in respect of the Deferred Payables purchased by GFin, the Merchant has granted the End User deferred payment terms to pay for the Purchase in accordance with the PayLater Terms of Use;

                    (m) in respect of each Deferred Payable purchased under these PayLater Merchant Terms, there has been a sale by the Merchant and a purchase by the End User of the corresponding product/service;

                    (n) in respect of each Deferred Payables purchased under these PayLater Merchant Terms, there is no refund, return or replacement of the corresponding product made without the prior written consent of GFin except in accordance with Clause 3.3 above;

                    (o) the Merchant’s Terms and Conditions contain all the terms relating to the sale of the product/service to the End User;

                    (p) there is no amendment, variation, supplementation, cancellation or termination of the Merchant’s Terms and Conditions between the Merchant and the End User in any manner which could adversely affect the rights of GFin against the Merchant under these PayLater Merchant Terms or the End User in respect of any Deferred Payables purchased under these PayLater Merchant Terms;

                    (q) there is no prior sale, assignment, transfer or encumbrance in respect of the Deferred Payables purchased by GFin uIr these PayLater Merchant Terms;

                    (r) any factual information contained in or provided by or on behalf of the Merchant in respect of or in connection with these PayLater Merchant Terms (including the information transmitted by way of API in accordance with Clause 2.1 above) is true and accurate in all respects to the best of its knowledge, as at the date it was provided or (if applicable) as at the date at which it is stated;

                    (s) the Merchant has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect; and

                    (t) the Merchant has good, valid and marketable title to, or valid licenses for, and all appropriate authorizations to use all assets necessary to carry on the Merchant’s business as it is presently being, and as it is proposed to be, conducted.

         4.2 Repetition

                    (a) The representations and warranties in Clause 4.1 will be deemed repeated on each day during the effectiveness of these PayLater Merchant Terms by reference to the facts and circumstances subsisting on each such day.

                   (b) The Merchant acknowledges that GFin has agreed to provide PayLater (via the Acquirer) to Merchant on the basis of and in full reliance of the above representations and warranties.

5. UNDERTAKINGS

        5.1 Deferred Payables Undertakings

The Merchant undertakes to GFin to:

                    (a) provide End Users with applicable terms providing for deferred payment terms in accordance with the PayLater Terms of Use and ensure that the End Users agree to such terms;

                    (b) upon GFin’s request, assist GFin (including joining any judicial proceedings) at the Merchant’s cost in the exercise or enforcement of all or any of the GFin’s rights, powers and remedies with respect to all or any of the purchased Deferred Payables;

                    (c) perform all of its obligations in accordance with the terms of the Merchant’s Terms and Condition from which the relevant Deferred Payables arise;

                    (d) not do, or omit to do, anything which enables the End Users to deny payment of all or any part of a Deferred Payable for any reason, or to make the End Users entitled to any right of set-off, counterclaim, deduction, withholding or defense to the full payment of any Deferred Payable, other than any refund, return or replacement of the corresponding product made with the prior written consent of GFin or made in accordance with Clause 3.3 above;

                    (e) not assign, create or permit to subsist any security or encumbrance over, or attempt to assign, create or permit to subsist any security or encumbrance over the purchased Deferred Payable to or in favor of any other party unless with the prior written consent of GFin; and

                    (f) not, without the prior written consent of GFin, grant any extension of the due date or grant any waiver or consent or amendment or otherwise enter into any compromise in relation to the terms and amount of payment of the relevant Deferred Payables other than any refund, return or replacement of the corresponding product made with the prior written consent of the Grantee or made in accordance with Clause 3.3 above.

         5.2 Records

                    (a) The Merchant shall keep books of account in relation to the Deferred Payables (including any refunds or replacements in respect of such Deferred Payables) and will, upon GFin’s reasonable request, permit GFin or GFin’s authorized representative at all reasonable times to inspect such books and any other documents in the Merchant’s possession, custody or control relating to the relevant Deferred Payables and will deliver to GFin all or any of such documents, or copies thereof and copies of all relevant entries in such books when requested to do so by GFin.

                     (b) The Merchant shall at all times maintain documents and information relating to the terms of and validity of all Deferred Payables, including but not limited to the details relating to the description, the retail price, the date(s) of the sale and purchase, the Deferred Payable, the applicable vouchers or e-gift cards used, and the details of any refund or replacement (including the date and amount of refund) of the underlying products.

         5.3 Suspension and Termination

                    (a) GFin may, via Fiuu, suspend and/or terminate the provision of the PayLater by Grab services to the Merchant and these PayLater Merchant Terms under any of the following circumstances:

                          (i) to the extent required due to a breach of applicable law or regulation by the Merchant;

                         (ii) because of a breach of these PayLater Merchant Terms by the Merchant in its use of PayLater by Grab;

                         (iii) where required for compliance with applicable law (whether voluntary or otherwise) as determined by GFin in its sole and absolute discretion, or if doing so is necessary for GFin’s risk management purposes;

                          (iv) if GFin reasonably suspects that the Merchant has committed fraud in relation to the use of PayLater by Grab;

                          (v) such Merchant’s then-current business or operations fail to satisfy and meet the merchant acceptance criteria, as set out between GFin and the Acquirer, on an ongoing basis;

                          (vi) the Merchant ceases to carry on business or ceases to provide “PayLater Postpaid” and/or “PayLater Instalments” (as applicable) as a payment option on the Merchant’s Platform;

                          (vii) if GFin reasonably suspects that the Merchant has not accepted these PayLater Merchant Terms; and/or

                         (viii) a Termination Event has occurred.

                    (b) GFin may, with immediate effect and by delivering written notice to the Merchant, terminate these PayLater Merchant Terms if the Merchant Agreement has also been terminated.

                    (c) The Merchant may terminate this Agreement by ceasing its use of the Paylater by Grab service through the Acquirer and giving GFin and the Acquirer at least 30 days’ prior written notice of its intent to terminate.

                    (d) Termination of these PayLater Merchant Terms will not affect any accrued rights of the Parties or any rights or obligations of the Parties (whether accrued or not) in relation to the Deferred Payables purchased before the termination including GFin’s right to require the Merchant to buyback the Deferred Payables it has purchased under Clause 5.4 below.

                    (e) For the avoidance of doubt, the termination of these PayLater Merchant Terms shall not require GFin to compensate, reimburse or cover any cost incurred by the Merchant.

         5.4 Limited Buyback of Deferred Payables

                    (a) The purchase of the Deferred Payables shall be subject to a right of GFin to (in the situations described in paragraph (b) below) require the Merchant to immediately buyback from GFin refund the Deferred Payables (with the payments in each case being made via the Acquirer) at the agreed purchase price, in each case in part or in full as determined by GFin in its absolute discretion and upon notice from GFin via the Acquirer, LESS any partial payment or delivery of Deferred Payables already received by GFin in respect of the Deferred Payables purchased under these PayLater Merchant Terms.

                    (b) GFin may only exercise such rights if:

                          (i) any representation and warranties made by the Merchant under this Schedule is or proves to be incorrect or misleading when made;

                          (ii) there has been any breach of any undertaking under Clause 5.1 above;

                          (iii) there has been any refund, reduction or waiver of the payment of any Deferred Payables for any reason whatsoever; or

                          (iv) there has been any fraud or illegality or unauthorized act (whether by the Merchant or the End user) in relation to any Deferred Payables which may, in GFin’s opinion, affect any of GFin’s rights in relation to the payment of the corresponding Deferred Payable to GFin.

         5.5  Set-off

Without prejudice to other rights of GFin under these PayLater Merchant Terms, GFin may at any time, with prior notice, set-off any amount due to GFin from the Merchant against any amount due from GFin to the Merchant.

6. COST AND EXPENSES

                   (a) Each Merchant and GFin shall pay its own costs and expenses in respect of the preparation and entering into of this PayLater Terms and any other agreement or document entered into or signed under or in connection with these PayLater Merchant Terms.

                   (b) The Merchant shall, within seven (7) Business Days of demand, pay to GFin the amount of all costs and expenses (including legal fees) incurred by GFin in connection with the enforcement, or the preservation of any of its rights under these PayLater Merchant Terms.

7. PERSONAL DATA

The Merchant agrees and consents to GFin and its Affiliates, including Grab Holdings Inc. and its respective subsidiaries, associate companies and jointly controlled entities, using and processing the Merchant’s Personal Data (as defined in the the privacy policy describing how Grab Holdings Inc. and its respective subsidiaries, associate companies and jointly controlled entities use a personal data as the case may be (as listed in https://www.grab.com/my/terms-policies/privacy-policy/) for the purposes and in the manner as identified under such privacy policy.

8. PAYLATER TERMS OF USE

The Merchant acknowledges and confirms to GFin and GrabTaxi that the Merchant has read, understood, accepted and agreed with the PayLater Terms of Use.

9. FURTHER ASSURANCES

                    (a) The Merchant shall, at the reasonable request of GFin (costs to be borne by the Merchant), promptly do or cause to be done anything (including signing and delivering documents) which may be required to give full effect to these PayLater Terms and each of the documents contemplated hereby.

                    (b) Upon GFin’s request, the Merchant undertakes to assist GFin (including joining any judicial proceedings) at the Merchant’s cost in the exercise or enforcement of all or any of GFin’s rights powers and remedies with respect to all or any of the purchased Deferred Payables.

10. NOTICES

Unless provided otherwise in these PayLater Merchant Terms, any communications to be made or documents to be delivered to or by the Merchant or GFin in connection with these PayLater Merchant Terms or the transactions contemplated hereunder shall be sent through the Acquirer in such manner as may be agreed between the Acquirer and GFin or between the Acquirer and the Merchant (as applicable), subject that any communication made or document delivered from the Merchant to GFin (through the Acquirer) shall only be deemed to be effective when actually made or delivered by the Acquirer to GFin in the manner agreed between the Acquirer and GFin.

11. GENERAL

            11.1  Amendments and waiver

                    (a) GFin reserves the right to modify, vary or change these PayLater Merchant Terms at any time as it deems fit. Such modifications, variations or changes shall be effective upon the posting of an updated version of these PayLater Merchant Terms as communicated to the Merchant by way of email (to such email address as communicated to GFin by Fiuu for this purpose) or otherwise from GFin or through Fiuu.

                    (b) The Merchant acknowledges and agrees that it will be bound by any changes to these PayLater Merchant Terms made by GFin and communicated to it pursuant to paragraph (a) above and that its express or implies consent to such amendments or changes is not required.

                    (c) No waiver shall be deemed as being given unless such waiver is in writing, signed by the relevant Parties and specifically designates the breach waived, nor shall any such waiver constitute a continuing waiver of similar or other conditions precedents or breaches.

         11.2 Entire agreement

These PayLater Merchant Terms:

                    (a) constitutes the entire agreement and understanding between the Parties with respect to the matters dealt with in these PayLater Merchant Terms;

                    (b) supersedes any other agreement, letters, correspondence (oral or written or expressed or implied) entered into prior to these PayLater Merchant Terms in respect of the matters dealt with in these PayLater Merchant Terms; and

                    (c) was not entered into by the Parties in reliance on any agreement, understanding, warranty or representation of any Party not expressly contained or referred to in these PayLater Merchant Terms.

         11.3 Successors and assigns

These PayLater Merchant Terms will be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title or permitted assigns, as the case may be, of the Parties.

         11.4 Assignment

These PayLater Merchant Terms and any rights or benefits under these PayLater Merchant Terms may not be assigned by the Merchant without the prior written approval of GFin but may be assigned by Gfin without the Merchant’s consent. Any purported assignment by the Merchant in violation of this Clause shall be void.

         11.5 Force majeure

Notwithstanding anything herein contained, GFin will not be liable to any Merchant for any breach or failure to perform any of its obligations under these PayLater Terms where such breach or failure is caused directly or indirectly by war, civil commotion, hostilities, strikes, lockouts, acts of God, governmental regulations or directions or the action or omission or purported action or omission of any governmental authority, or any other cause or causes beyond GFin’s reasonable control, whether similar to any of the foregoing or not, but if GFin is or is likely to be, affected by any such cause it will immediately notify the Merchant or Fiuu of the occurrence of the relevant event and will use all reasonable endeavors to overcome or mitigate the effects thereof.