FAST APP GENERAL TERMS AND CONDITIONS
By using Fast App services, you/Merchant hereby agrees to be bound by the following terms and conditions set out by Fast App.
DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:
“Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” means this Agreement and any schedules hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;
“Commercial Terms and Conditions” means the commercial terms and conditions agreed by the Merchant which is an inseparable part of this Agreement;
“Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items;
“Driver” means third party individual whose primary role is to bid for and complete Fast App job assignments distributed via the Fast App;
“Logistic Provider” means third party logistic service provider that cooperate with Grab or its Affiliates whose primary role is to deliver Fast App -Services distributed via the Fast App specifically for Fast App Merchants;
“Data Processor” means in relation to Personal Data, any person, other than an employee of the Data User, who processes the Personal Data solely on behalf of the Data User, and does not process the Personal Data for any of his own purposes;
“Data User” means a person who either alone or jointly or in common with other persons processes any Personal Data or has control over or authorizes the processing of any Personal Data but does not include a Data Processor;
“Disclosing Party” means the party from whom the Confidential Information originates and is disclosed to the Recipient;
“End User” means any person or entity that has made a request for food and beverage delivery service through Fast App or retail products delivery service through Fast App, or wholesale products delivery service through Fast App Services;
“Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected Party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather and acts or omissions of persons or bodies beyond the reasonable control of the said Party;
“Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any licenses and permissions in connection therewith, in each case in any part of the world and whether or not registered and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;
“Fast App” means a mobile application that functions as an app based scheduling tool that matches an End User’s request for chauffeured vehicle services to a registered Driver who is available to provide the service and/or Logistic Provider that able to deliver Fast App -Services products to End User;
“Fast App” means product of Fast App which enables the End User to use Driver’s services to order food, grocery, medicine and construction materials from the Merchant. Fast App which enables the End user to use Driver’s services to obtain the delivery of or purchase (as applicable) a variety of retail products (e.g. groceries and/or various daily necessities) from the Merchant via Fast App
“Merchant” means a party that carries out business of selling food, beverages, medicine and construction materials for Fast App and/or a party that carries out business as a retailer for Fast App, and/or a party that carries out business as a wholesaler for Fast App Services;
“Personnel” means all directors, officers, employees, agents and independent contractors thereof;
“Personal Data” means personal data having the meaning ascribed that are under the control of Data User and in respect of which Data Processor is or is required to provide services for the performance of this Agreement;
“Service Fee” shall have the meaning as specified in the Commercial Terms and Conditions;
“Takeaway Feature” means a feature in the Fast App (as may be made available by Fast App delivery from time to time) which facilitates Merchant’s takeaway services by enabling Merchant to make available meals for takeaway by End Users themselves, where End Users elect to take up such takeaway option on the Fast App.
2.1 This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.
2.2 The Merchant hereby reads, understands, agrees to the applicable Terms of Service: Transport, Delivery, and Logistics as set forth in the following link: https://www.fast app .com/id/en/terms-policies/transport-delivery-logistics/, which may be updated by Fast App from time to time (The “Terms of Service”) and are deemed as integral part of this Agreement;
3.1 This Agreement shall take effect from the date of this Agreement and shall continue in force until terminated in writing by either Party.
SCOPE OF SERVICES
4.1 Fast App appoints Merchant, and Merchant agrees to be appointed by Fast App as Fast App retail partner, and/or (iii) Fast App wholesale partner whereby Fast App is entitled to accept orders on behalf of the Merchant from End User through Fast App and/or Fast App -Services (“Services”).
4.2 The Services as provide is limited to:
Referring End User to the Merchant;
Accepting orders and payments from End User, according to the method sets by Fast App; and
Passing the payment and order from the End User to the Merchant according to the method sets by Fast App taking into account the agreed Service Fee.
Cash on Delivery feature in Fast App -Services, where the Logistic Provider and the related Fast App -Services Merchant collect the payment directly from the End User.
4.3 Fast App may carry out changes to Services, or suspend the Services, without notice.
PERFORMANCE OF SERVICES
5.1 Fast App Obligations
Fast App shall present on the Fast App the range of (i) food, beverage, medicine and construction materials products offered by the Merchant under Fast App Services, and/or (ii) retail products offered by the Merchant under Fast App Services, and/or (iii) wholesale products offered by the Merchant under Fast App -Services in Fast App for Merchants, to the extent that it has been communicated to Fast App.
In connection with Fast App, whenever an order is received by Fast App, Fast App will communicate the order details to the Merchant for food a, beverage, medicine and construction materials preparation. A Driver will collect the prepared order as a take-away order. Driver will then deliver the order to the End User and collect from the End User the total order amount and delivery charges (as applicable).
In connection with Fast App, whenever an order is received by Fast App, Fast App will communicate the order details to the Merchant for retail products preparation. A Driver will collect the prepared order from the Merchant and/or purchase the retail products for End User (as applicable). Driver will then deliver the order to the End User for products communicated by Fast App for preparation and collected for delivery, and/or collect from the End User the total order amount and delivery charges for products purchased by Driver for End User (as applicable).
In order to maintain its reputation for quality and high standard of service, Fast App reserve the right to terminate the relationship with the Merchant if the Merchant repeatedly receives bad reviews, complaints of failure to fulfill delivery order.
5.2 Merchant’s Obligations
The Merchant shall provide Fast App with all information necessary to present the Merchant’s offering. This includes the Merchant’s menu, products, logo, images, prices, and its company identity, which for small businesses includes the owner’s full name and legal address, and for corporations includes the company name, registered address, trade name, authorized signatory and tax identification number. Relevant changes are to be communicated to Fast App immediately. The Merchant is required to verify the information published by Fast App and immediately point out any mistakes or inaccuracies. The Merchant shall immediately notify Fast App should there be price changes. For avoidance of doubt, the Merchant’s menu, products, logo, images, prices, and its company identity may be published on Fast App and other media means.
The Merchant guarantees that information published on Fast App relating to the Merchant’s offering satisfies all legal requirements, and in particular satisfies information requirements for End User protection. Fast App is not required to publish the Merchant’s offering on Fast App before all relevant information has been received.
The Merchant guarantees that the information provided by the Merchant does not violate any third party’s Intellectual Property Rights.
The Merchant will process orders with all reasonable care and as soon as they are submitted by the End User. The Merchant is required to keep its advertised food, beverage, and/or retail and/or wholesale products available to the best of its ability.
The Merchant guarantees that the retail products, and/or food and/or beverages, and/or wholesale products provided, prepared and sold to End Users, are in good quality and safe for consumption. In the event any retail products, and/or food and/or beverages of Merchant are spoiled, defected, broken, or which results in food poisoning, allergies or other effect that will harm or disappointed by End User, Merchant will be personally responsible and/or legally liable for such incident, both material and immaterial, and release Fast App from any claim related to such matter.
For Fast App services, the Merchant is obligated to notify Fast App in no later than 5 minutes if the Merchant is unable to fulfill an order, so that Fast App can notify the End User immediately.
The Merchant agrees to adhere to the range of products and prices as provided to Fast App and as described on the Fast App.
The Merchant guarantees that it possesses all licenses required by prevailing laws and regulations and that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to its business operations.
The Merchant guarantees to take great care to keep up-to-date its range of products, prices and associated terms and conditions.
Pay the Service Fee to Fast App in accordance to the method sets by Fast App;
Provide a reasonable penalty fee if such Service Fee is not paid according to the due date.
The Merchant acknowledge and agree that Driver may batch several orders for trip efficiencies (where applicable).
SERVICE FEE AND ANY PAYMENT OBLIGATION
6.1 In consideration to Fast App provision of Services under this Agreement, the Merchant shall pay Fast App the Service Fee. For avoidance of doubt, the Merchant is not allowed to charge any service charge (for dine in) to the End User.
6.2 Merchant agree to pay any and all costs and expenses in connection with any payment obligation to Fast App (including for promo and campaign) in the manner as Fast App may specify from time to time (including but not limited to deduct from your daily transaction in Fast App, to pay for your outstanding obligation).
OWNERSHIP AND RIGHTS
7.1 Each Party warrants that it is the legal licensee of all Intellectual Property Rights used under this Agreement and free from any infringement or violation of any third party ownership or intellectual property rights and no other party will claim to have the same ownership of such Intellectual Property Rights.
7.2 All reports, specifications, other similar documents compiled or prepared in the course of this Agreement, including documents, materials produced in respect of the Services and any derivation of any Intellectual Property Rights granted by any Party, shall be the absolute property of such Party throughout their preparation and at all times thereafter. For the avoidance of doubt, the Intellectual Property Rights subsisting in all reports, specifications and other similar documents set out in this clause shall at all times remain vested in the relevant Party.
7.3 Each Party warrants that it will not use any other Party’s trademark for any marketing activities, including but not limited to promotional activities without prior written consent from the other Party and unless it is conducted based on this Agreement.
COSTS AND STAMP DUTY
8.1 All costs incidental to the preparation and completion of this Agreement, including legal costs (if any) and the stamp duty shall be borne equally by the Parties, provided that such costs shall be agreed in advance by the Parties.
REPRESENTATIONS AND WARRANTIES
9.1 Either Party warrants that each Party has entered into this Agreement in full reliance of the following representations and warranties:
9.1.1 Each Party has the capacity and power to enter into and perform and comply with the each Parties obligation under this Agreement;
9.1.2 Each Party’s execution of and/or performance of or compliance with its obligations under this Agreement do not and will not violate (i) any laws to which each Party is subject or (ii) any agreement to which each Party is a party or which is binding on each Party or each Party’s assets;
9.1.3 Each Party is not in default of any agreement to which each Party is bound which may materially and adversely affect each Party financial condition or each Party ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, investigations, litigation or arbitration pending or threatened against each Party which may have a similar or analogous effect; and
9.1.4 Each Party complies and owns all mandatory licenses under each Party applicable law in its applicable jurisdiction and each person who represents and binds each Party to this Agreement is authorized to represent and to bind each Party.
9.1.5 Either Party warrants that the representations and warranties in this shall continue to be true for so long as this Agreement subsists, and each Party will bear the risk respectively and legally be processed if in the event the representation and warranties stated herein are proven to be incorrect or untrue. All Service Fee remains outstanding and shall promptly notify each Party in the event any of the aforementioned representations or warranties is incorrect or become untrue in any way or form.
10.1 Either Party may terminate this Agreement in the event of a material breach by the other Party of this Agreement if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.
10.2 Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.
10.3 At any time, Fast App may, upon giving written notice to Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:
(a) Fast App suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees or agents;
(b) Merchant repeatedly receives bad reviews from End Users or complaints of failure to fulfil meals orders; or
(c) Merchant is in violation of any food safety or other regulations relating to restaurants and/or meals.
10.4 At any time, either Party may, upon giving written notice to the other Party, immediately terminate this Agreement, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations under this Agreement.
10.5 The termination of this Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.
11.1 The Merchant agrees to defend, indemnify (and keep indemnified) and hold harmless Fast App, its assets (application, etc) subsidiaries, Affiliates, agents, directors, officers, employees and/or assignees, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable attorneys’ fees), arising in relation to matters outside Fast App control, including but not limited to the quality of food and beverage and services provided by the Merchant, as well as the restaurant’s safety or hygiene. The Merchant further indemnifies Fast App from Third Party Claim resulting from any violation of laws and regulations by the Merchant.
11.2 Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.
11.3 Fast App cannot guarantee that its Services will be free from any malfunctions, but will exercise all reasonable endeavor to resolve any such case.
12.1 Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under this Agreement), any Confidential Information disclosed, made available or otherwise provided to the Receiving Party by or on behalf of the Disclosing Party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.
12.2 The Receiving Party may disclose Confidential Information to:
12.2.1 Its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
12.2.2 its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
13.1 Both Parties herewith shall comply with their respective obligations as the Data User and the Data Processor as required under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.
14.1 Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic, natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of this Agreement.
14.2 If one of the Party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
15.1 The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
15.2 If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their reasonable endeavors to agree amendments to this Agreement so as to comply with such judgment or order.
16.1 Fast App reserves the right to modify or amend the general terms and conditions without the Merchant’s consent. However, Fast App shall notify such changes through email.
16.2 Any terms and conditions of the Merchant are not part of this Agreement unless Fast App expressly agrees to adhere to them in writing.
17.1 Fast App may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its Affiliates which can sufficiently execute the obligations under this Agreement.
18.1 All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by email, prepaid registered post or by fax as specified in the Commercial Terms and Conditions.
18.2 If occurs any change to the address above, then the Party who change its address shall inform the other party at the latest 3 (three) business days prior to the effectiveness of such change.
18.3 Any such notice, demand or communication shall be deemed to have been duly served:
18.4 in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;
Provided that, any notice given in accordance with the above but received on a day which is not a business day or received after normal business hours at the place of the recipient shall be deemed to have been duly received on the next business day.
19.1 This Agreement has been prepared in English .In order to comply with regarding the Language, governing and controlling language of this agreement.
DRIVER AS THE THIRD-PARTY INDEPENDENT CONTRACTOR
21.1. The third-party agreement which stipulates that Driver agrees to provide food delivery service which food was ordered to the Merchant by the Fast App End User, specifically Fast App service, shall constitute as an independent agreement between the end-user and the Driver which is not an employee or agent of Fast App.
21.2. The third-party agreement which stipulates that Driver agrees to provide retail product delivery service which was ordered to the Merchant by the End User, specifically Fast App service, shall constitute as an independent agreement between the end-user and the Driver which is not an employee or agent of Fast App.
21.3. The third-party agreement which stipulates that Driver and/or Logistic Provider agrees to provide
21.4. Fast App does not provide any transportation services and shall not be held responsible whatsoever for any Driver’s action, negligence, failure, lateness, or rejection to provide transportation service, specifically retail and/or food delivery service from Merchant’s store to the End User. Regarding the delivery of retail products thru Fast App-Services using the Cash on Delivery (COD) payment method, Fast APP and / or its affiliates, are not responsible for any losses that may arise from the payment method chosen by the End User. Any losses arised are entirely the responsibility of the Driver together with End Users and Third Parties who sell retail products to End Users.
- Fast App may not and shall not guarantee the safety, reliability, compatibility, or capability of the Driver during the deliverance of his/her obligation in delivering the retail products, and/or food and/or beverages from Merchant’s store to the end-user. Therefore, the Merchant hereby, in written, hold Fast App harmless and discharge Grab from any and all responsibility, claim, cause, or damage which occurs from such delivery service.
- The Merchant shall not cause the Driver to assert any claim or interest in, or take any action which may in any way:
Adversely affect the validity or enforceability of Fast App Intellectual Property Rights over the Fast App;
Result in the harm or misuse of, bring into disrepute, or adversely affect Fast App rights or interest in and to the Fast App;
Result in obtaining registrations in or otherwise challenge the validity of Fast App ownership of or rights in the Fast App.