Terms and Conditions of Service

For merchants

MilkRun Merchant Agreement

(Nov 2020)

 

It is agreed between You/Merchant and MEILI Technologies Pte Ltd (“MilkRun”) that, by registering account with MilkRun and/or using MilkRun services, You/Merchant hereby agrees to be bound by the following terms and conditions set out below (each You/Merchant or MilkRun is referred to as a Party and collectively, the “Parties”):

1.             DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:

“Account” means the registered account You obtain to access the Services;

“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 in writing from time to time;

“Business Day” means a day where banks open for business in Singapore;

“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 an individual who bids for and completes MilkRun job assignments distributed via the MilkRun App;

“Logistic Provider” means third party logistic service provider that cooperate with MilkRun or its Affiliates who delivers logistic services distributed via the MilkRun App for 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 the party who has made a food delivery request to Merchants and will receive order from Driver for food and/or beverage;

“Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected Party of its obligations hereunder (excluding monetary obligations) and which by the exercise of reasonable care that Party is not able to prevent or overcome, 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, epidemic or pandemic (except the epidemic/pandemic of Coronavirus Disease 2019 Covid-19);

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

“MilkRun App” means a mobile application that functions as an app based scheduling tool that matches a Merchant’s request for delivery services to a registered Driver who is available to provide the service to Merchant;

“Merchant” means a user of MilkRun App who carries out business and has made a request for delivery service through MilkRun;

“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;

“Services” shall have the meaning given to it under Clause 3.1;

“Service Fee” shall have the meaning as specified in Clause 6.1;

“Term” means the period of this Agreement as specified in Clause 2.1;

“Territory” means Republic of Singapore and its territorial waters; and

“Third Party Claim” means commencement or threatened commencement of any action, suit, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at Law or in equity, made or brought by a third party.

 

2.             TERM

2.1 This Agreement shall take effect from the moment that the Merchant registers its account with MilkRun App and shall continue in force until terminated by either Party in accordance with this Agreement.

 

3.             SCOPE OF SERVICES

3.1 The services provided by MilkRun to Merchant is limited to:

1.    Accepting orders and payments from Merchant, according to the method sets by MilkRun, taking into account the agreed Service Fee;

2.    Referring and allocating Driver to the Merchant; and

3.    Any other services as agreed in writing by the Parties from time to time

(“Services”).

3.2 MilkRun may carry out changes to Services, or suspend the Services, without notice to the Merchant without any liability.

4.             YOUR ACCOUNT

4.1 In order to access the Services, You must register for and maintain an Account as a user of the MilkRun App.

4.2 You are responsible for all activities conducted on Your Account. You must: (i) keep Your Account information (including Your login details) confidential and secure; (ii) not provide any other person with access to Your Account, including to transfer the Account or information from Your Account to any other person; and (iii) promptly notify MilkRun if You suspect any unauthorised access to or use of Your Account.

 

5.             PERFORMANCE OF SERVICES

5.1 MilkRun’s Obligations

1.    MilkRun shall present on the MilkRun App delivery orders requested by Merchants looking for Drivers.

2.    Whenever a delivery order is received by MilkRun, MilkRun will communicate the order details to Drivers. A Driver will collect the prepared order as a take-away order. Driver will then deliver the order to the End User.

3.    In order to maintain its reputation for quality and high standard of service, MilkRun reserves the right to terminate this Agreement with the Merchant if the Merchant repeatedly receives bad reviews, complaints of failure to fulfill delivery order.

5.2 Merchant’s Obligations

1.    The Merchant shall provide MilkRun with all information necessary to present the Merchant’s offering. This includes the pick-up address, order delivery address, End User’s contact information, delivery instructions from End Users, Merchant’s 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 (Unique Entity Number assigned by the Accounting and Corporate Regulatory Authority of Singapore or other government agencies). Relevant changes are to be communicated to MilkRun immediately. The Merchant is required to verify the information published by MilkRun and immediately point out any mistakes or inaccuracies. 

2.    The Merchant guarantees that its individual user(s) of MilkRun App has full authority to bind the Merchant and any activity done by such user(s) in the Milkrun App shall be deemed as the Merchant’s activity.

3.    The Merchant guarantees that information published on MilkRun App relating to the Merchant’s delivery order request satisfies all legal requirements, and, without limiting the generality of the foregoing, guarantees it has obtained relevant consent from the End Users with respect to any and all information related to the End Users.

4.    The Merchant guarantees that the information provided by the Merchant does not violate any third party’s rights.

5.    The Merchant will process orders with all reasonable care and as soon as they are submitted by the Merchant. 

6.    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 Users, Merchant will be personally responsible and/or legally liable for such incident, both material and immaterial, and release MilkRun from any claim related to such matter.

7.    The Merchant guarantees that the retail products, food and/or beverages offered are of high quality and their storage, production and preparation comply with all relevant retail, restaurant and food safety regulations. If any violations are found by the relevant authorities, the Merchant must notify MilkRun immediately.

8.    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.

9.    Pay the Service Fee to MilkRun in accordance to the method as advised by MilkRun;

10. Pay the late payment fee according to Clause 6.5 if such Service Fee is not paid according to the due date. 

11.  The Merchant acknowledges and agrees that Driver may or Milkrun may procure or facilitate the Driver to batch several orders for trip efficiencies (where applicable).

6.             SERVICE FEE AND ANY PAYMENT OBLIGATION

6.1 In consideration to MilkRun’s provision of Services under this Agreement, the Merchant shall pay MilkRun the Service Fee, which shall consist of:

(i) Delivery fare for motorbike vehicle type: Base fee $8.75 (under 5km) + $0.5/km (up to 12.5km) + $0.3/km (above 12.5km)

(ii) Delivery fare for car vehicle type: Base fee $12.5 (under 5km) + $1/km (up to 12.5km) + $0.4/km (above 12.5km)

(iii) Platform fee of $1 for each order

(iv) Any other amounts payable by the Merchant to MilkRun including but not limited to cancellation fee (for cancellation in delivery orders) which will be calculated by MilkRun based on its own methodology and any other amounts payable in accordance with applicable law. For cancellation fee, it will be charged according to these terms:

·       Before Driver’s acceptance of the delivery order, no cancellation fee will be charged;

·       Within 5 minutes after Driver’s acceptance of the delivery order, no cancellation fee will be charged;

·       After 5 minutes from Driver’s acceptance of the delivery order, a cancellation fee of 50% of the total Service Fee will be charged to Merchant.

Pricing of Service Fee may be subject to change from time to time at MilkRun’s discretion, including but not limited to peak hours, festive periods and unfavorable weather conditions. Any amendment or change in Service Fee is subject to the latest updates in the MilkRun App.

6.2 Merchant agrees to pay any and all costs and expenses in connection with any payment obligation to MilkRun (including Service Fee) in the manner as MilkRun may specify and advise to the Merchant from time to time (including but not limited to deduct from your daily transaction in MilkRun App, to pay for your liabilities and/or outstanding obligation to MilkRun or its affiliates), either via MilkRun’s account, or other accounts or payment channels appointed by MilkRun, which are intended to make payments for such payment obligation to MilkRun.

 

6.3 The Merchant hereby agrees to pay and bear any costs (if applicable) such as admin/transfer fees or other fee, in connection with the transfers made by any accounts or payment channels appointed by MilkRun, which are intended to make payments due to MilkRun.

6.4 The Merchant may choose to withdraw the balance left in their MilkRun’s account with the following conditions:

 

 

·       Admin fee of 5% of remaining value or $5.00, whichever is higher will be deducted from the credit.

·       Processing of payment would take 14 working days for full refund.

·       The Merchant will not be entitled to any benefits should the Merchant wish to re-open MilkRun’s account.

6.5 Any and all costs and expenses in connection with any payment obligation to MilkRun (including Service Fee) not paid according to the due date are subject to a 7% monthly charge until full payment is received by MilkRun.

 

7.             INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights are owned or controlled by, or licensed to, MilkRun or its Affiliate and will remain at all times the sole and exclusive property of MilkRun or its Affiliate or, if applicable, the relevant third party.

7.2 The Merchant does not have and will not derive any right, interest or title in the Intellectual Property Rights.

7.3 The Merchant must not, and must ensure its employees do not:

(i)       infringe the Intellectual Property Rights;

(ii)       register or attempt to register, or procure or encourage any other person to register or attempt to register, any right, interest or title in respect of any Intellectual Property Rights; and

(iii)      reproduce, reverse engineer, decompile, disassemble, destroy, separate, change, distribute, republish, display, exhibit, broadcast, hyperlink, mirror, frame, transfer or transmit in any manner or by any means any part or parts of the MilkRun App or any material on the MilkRun App.

7.4 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 shall be the absolute property of MilkRun throughout their preparation and at all times thereafter.

8.             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.

9.             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 this Agreement is a valid and binding obligation and enforceable against each Party in accordance with the terms hereof;

9.1.3 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;

9.1.4 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

9.1.5 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.

9.2 Either Party warrants that the representations and warranties in this Clause 9 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.         TERMINATION AND SUSPENSION

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) Business 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, MilkRun may, upon giving written notice to Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:

(a) MilkRun suspects that there is any unlawful, illegal, criminal and/or fraudulent act committed by Merchant and/or its employees or agents;

(b) Merchant repeatedly receives bad reviews from Drivers or complaints of failure to fulfil meals orders; or

(c) Merchant is in violation of any food safety or other regulations relating to restaurants, meals, beverages, or retail products.

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.         INDEMNITY

11.1 The Merchant agrees to defend, indemnify (and keep indemnified) and hold harmless MilkRun, 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 MilkRun’s control, including but not limited to the quality of food, beverage, retail products and services provided by the Merchant, as well as the Merchant’s safety or hygiene. The Merchant further indemnifies MilkRun from Third Party Claim in relation to the Merchant’s use of the Services.

 

12.         CONFIDENTIALITY

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.

12.3 These confidentiality obligations shall endure, even after the expiry or termination of this Agreement, with limit 3 (three) months after the expiry of this Agreement and/or until the Confidential Information enters the public domain.

13.         PERSONAL DATA

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.

13.2 In providing Services, MilkRun will process personal data in relation to the individual user(s) of the Merchant.  In doing so, MilkRun will comply with the Privacy Policy which is set out in the Schedule 1 hereof and with applicable data privacy law. The Merchant must ensure that the individual user(s) has read and consented to the Privacy Policy as set out in the Schedule 1. 

 

14.         FORCE MAJEURE

14.1 Both Parties are released from responsibility to all obligations and delay of work as direct consequence of Force Majeure.

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.

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

14.4 If the event of Force Majeure continues for a period exceeding 60 (sixty days) calendar days and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by written notice to the other Party hereto.

15.         SEVERABILITY

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.         VARIATION

16.1 MilkRun reserves the right to modify or amend this Agreement without the Merchant’s consent. However, MilkRun shall notify such changes through MilkRun App or email. The Merchant is taken to accept any amendment, which will be binding on the Parties, by continuing to access and use the Services on and from the date such amendment is notified or published. If the Merchant does not accept the whole or any part of such amendment, the Merchant’s sole remedy is to immediately discontinue its use of the Services.

 

17.         ASSIGNMENT

17.1 MilkRun may assign all or any part of this Agreement or its rights, interest or obligations at any time to any third party including its Affiliates and the Merchant hereby agrees to it.

18.         NOTICES

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 MilkRun App, email, prepaid registered post.

18.2 If any change occurs to the address above, then the Party who changes 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:

18.3.1 in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;

18.3.2 in case of a notice pushed via MilkRun App, at the moment the notice is displayed on the mobile devise of the other Party;

18.3.3 in case of a notice sent by email, at the moment the notice is transmitted unless the sender receives any notification of non-delivery or an error message within one (1) hour of the email being transmitted; and

18.3.4 in case a notice sent by registered post, 3 days after posting.

 

19.         LANGUAGE

19.1 This Agreement has been prepared in English. 

20.         GOVERNING LAW & DISPUTE SETTLEMENT

20.1 This Agreement is governed and construed under the Singapore laws.

20.2  Any and all disputes arising out of or in connection with this Agreement shall be submitted to competent court in Singapore for final resolution.

 

21.         DRIVER AS THE THIRD-PARTY INDEPENDENT CONTRACTOR

21.1. The third-party agreement which stipulates that Driver agrees to provide delivery service which delivery order was made by Merchant via MilkRun, specifically MilkRun service, shall constitute as an independent agreement between MilkRun and the Driver which is not an employee or agent of MilkRun.

21.2. MilkRun 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. 

21.3. MilkRun 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 the Merchant's store to the end-user. Therefore, the Merchant hereby, in written, holds MilkRun harmless and discharge MilkRun from any and all responsibility, claim, cause, or damage which occurs from such delivery service.

21.4. The Merchant shall not cause the Driver to assert any claim or interest in, or take any action which may in any way:

a. adversely affect the validity or enforceability of MilkRun’s Intellectual Property Rights over the MilkRun App;

b. result in the harm or misuse of, bring into disrepute, or adversely affect MilkRun’s rights or interest in and to the MilkRun App; or

c. result in obtaining registrations in or otherwise challenge the validity of MilkRun’s ownership of or rights in the MilkRun App.

22.          NO LIABILITY AND NO WARRANT

22.1 Notwithstanding any other provision herein, it is agreed that MilkRun shall not be liable to the Merchant, whether in equity, in tort, or in contract whatsoever, for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage arising directly or indirectly from any failure or delay by MilkRun in performing any obligation pursuant to this Agreement.

22.2 The Services are provided on a non-exclusive, "as is" and "as available" basis. MilkRun cannot guarantee that its Services will be free from any malfunctions, but will exercise all reasonable endeavour to resolve any such case.

22.3 MilkRun makes no representation and gives no warranty (express or implied) that: (i) the Services or any information regarding, or transmitted or received through, the Services will be continuous, uninterrupted, timely, free from error, secure, accurate or complete; or

(ii) the MilkRun App is secure (irrespective of whether MilkRun implements any of the security measures).

23.          NO THIRD PARTY RIGHTS

23.1 No Person apart from the Parties shall have any right to enforce this Agreement.

24.          ENTIRE AGREEMENT

24.1 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.

 

Schedule 1

PRIVACY POLICY

(Nov 2020)

 

The following Privacy Policy describes how we, MilkRun (MEILI Technologies Pte Ltd) (together “we”, “us” or “our”), collect, store, use, transfer, disclose and protect your Personal Information. This Privacy Policy applies to all users of the MilkRun Application (which includes the driver application and the merchant application).

 

Please read this Privacy Policy thoroughly to ensure that you understand our data processing and protection practices. This Privacy Policy includes the following matters:

 

1.    Definitions

2.    Personal Information which we collect

3.    The use of Personal Information which we collect

4.    Sharing of Personal Information which we collect

5.    Cross-border transfers of Personal Information

6.    Retention of Personal Information

7.    Access and correction of Personal Information

8.    Where we store your Personal Information

9.    Security of your Personal Information

10. Changes to this Privacy Policy

11. Language

12. Acknowledgement and consent

13. Marketing and promotional material

14. Anonymised data

15. Third party websites

16. How to contact us

 

1.    DEFINITIONS
Unless otherwise defined below, all capitalised terms used in this Privacy Policy shall have the same meanings ascribed to them in the Driver Services Agreement and/or the User Terms of Use (as applicable).

1.    “Application" means the driver application and/or the merchant application, as applicable.

2.    "Governmental Authority" means any governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality of any kind (including but not limited to any central bank, monetary authority, or securities exchange).

3.    "Personal Information" means data, whether true or not, about an individual who can be identified from that data, or from that data and other information to which we have or are likely to have access. This may include an individual’s name, address, date of birth, occupation, phone number, e-mail address, biometric information, credit card details, gender, photo, health data, financial related information and other information which, when taken together with other information, would enable an individual to be identified.

 

2.              PERSONAL INFORMATION WHICH WE COLLECT

a.             We collect certain information (which may include Personal Information) about you. The Personal Information which we collect may be provided by you directly (for example, when you register as a User or Transportation Provider, or you otherwise provide Personal Information to us) or by third parties, or be collected automatically when you use the Application. We may collect information in various forms and for various purposes (including purposes permitted under Applicable Law).
 
Information obtained from you or from your mobile device directly

·       When you register and create an Account with us using the Application, you have to provide to us certain Personal Information. If you are using the Application as a User, you have to provide us with your name or Account ID, e-mail address, and phone number that you will use to access the Application after registration. If you are using the Application as a Transportation Provider, you have to provide to us additional Personal Information as part of the Transportation Provider onboarding process. This could include details of your Vehicle; licences, approvals, and other authorisations for you to operate the Vehicle and to provide the Transportation Services; your insurance policy; biometric data; and your bank account details.

·       When you use the Application, you have to provide to us such relevant information as may reasonably be required by us in order for the Application to work. For example:

§  If you are using the Application as a User, you will need to provide us with information as to the type of Transportation Service you seek, and details as to the pick-up and/or drop-off locations.

§ 
If you are using the Application as a Transportation Provider, in order for the Application to work, you will need to provide us with information as to the Transportation Services you are able to accept orders for at the time, and details as to your current location, and after an order for a Transportation Service placed by a User is accepted by you as the Transportation Provider, you may need to provide us with other data that we need to manage the Application and ecosystem, and to monitor overall usage of the Application.   

§ 
When a payment is made through the electronic money facility within the Application, if you are the payer, you will provide to us information relating to the payment, such as the type of payment card used, the name of the issuer of that payment card, the name of the account holder for that payment card, the number of that payment card, and the amount of money paid.

§ 
When you are using the chat feature in our Application, you will provide us with the phone number of our users and non-users in your mobile phonebook to enable the chat feature.

b.              Information collected whenever you use the Application or visit our Website

·       Whenever you use the Application or visit our Website, we may collect certain technical data concerning your usage such as, internet protocol (IP) address, information as web pages previously or subsequently viewed, duration of every visit/session, the internet device identity (ID), mobile advertising ID or media access control address, and also other device information regarding the manufacturer, model and operating system of the device that you use to access the Application or our Website.

·       Whenever you use the Application or visit our Website, certain information may also be collected on an automated basis using cookies. Cookies are small application files stored on your computer or mobile device. We use cookies to track user activity to enhance user interface and experience. Most mobile devices and internet browsers support the use of cookies; but you may adjust the settings on your mobile device or internet browser to reject several types of certain cookies or certain specific cookies. Your mobile device and/or browser would also enable you to delete at any time whatever cookies have previously been stored. However, doing so may affect the functionalities available on the Application or our Website.

·       Whenever you use the Application through your mobile device, we will track and collect your geo-location information in real-time. In some cases, you will be prompted or required to activate the Global Positioning System (GPS) on your mobile device to enable us to give you a better experience in using the Application (for example, to give you information as to how close a Transportation Provider is to you).

·       If You use the Application as a Transportation Provider, we collect your geo-location information when the Application is running in the foreground (i.e., the Application is open and on-screen) and in the background (i.e., the Application is open but not on screen), so long as you are signed into the Application.

·       If You use the Application as a User, we collect your geo-location information when the Application is running in the foreground. We endeavour to cease collection of your geo-location information when the Application is in the background, but such information may still be collected unintentionally. You can always choose to disable the geo-location tracking information on your mobile device temporarily. However, this may affect the functionalities available on the Application.

·       If you allow the Application to access the camera function on your mobile device, any images that you share with a User or Transportation Provider (as applicable) via the chat feature on the Application will be collected by us.

c.               Information collected from third parties

·       We may also collect Your Personal Information from third parties (including our agents, vendors, suppliers, contractors, partners and any others who provide services to us, who collect your Personal Information and/or perform functions on our behalf, or whom we collaborate with). In such cases, we will only collect Your Personal Information for or in connection with the purposes for which such third parties are engaged or the purposes of our collaboration with such third parties (as the case may be), provided that we have taken reasonable steps to ensure that such third parties would undertake to us to obtain Your consent for the disclosure of Your Personal Information to us in line with this Privacy Policy and Applicable Law, or You have otherwise provided Your consent to us for such disclosure.

d.              Information about third parties you provide to us

·       You may provide us with, or allow us access to information relating to third parties (which may include Personal Information relating to your spouse, family members or friends). You will of course need their consent to do so – see “Acknowledgement and Consent”, below, for further information.

 

e.     National Identification Numbers. Where you are a Transportation Provider, please note that we are entitled to collect, use, and disclose your NRIC number or Foreign Identification Number (“FIN”) to comply with our obligations under Applicable Law and to prevent, detect and investigate any fraudulent activity over the Application.

 

3.              THE USE OF PERSONAL INFORMATION WHICH WE HAVE COLLECTED
We may use Personal Information collected for any of the following purposes as well as for such other purposes as are permitted by Applicable Law:

a.    Where you are a User, we may use your Personal Information:

·       to identify you and to register you as a User and to administer, manage, authenticate, or verify your Account as such;

·       to facilitate or enable any checks as we may in our discretion consider necessary before we register you as a User, including any know-your-customer (“KYC”) processes;

·       to enable Transportation Providers to provide you with such of the Transportation Services as you have requested;

·       to process and facilitate orders and payment transactions made by you, including where applicable, transactions made through any payment systems and services available over the Application;

·       to communicate with you and to send you information in connection with the use of the Application;

·       to notify you of any updates to the Application or changes to the Transportation Services available;

·       to process and respond to enquiries and feedback received from you;

·       to maintain, develop, test, enhance and personalise the Application to meet your needs and preferences as a User;

·       to monitor and analyse user activities and demographic data including trends and usage of the various Transportation Services available on the Application; and

·       to send you direct marketing communications and information on special offers or promotions.

b.             Where you are a Transportation Provider, we may use your Personal Information:

·       to identify you and to register you as a Transportation Provider and to administer, manage, authenticate, or verify your Account as such;

·       to facilitate or enable any checks as we may in our discretion consider necessary before we register you as a Transportation Provider, including any KYC processes and any other checks on your identity and Vehicle to facilitate compliance with our obligations under Applicable Law;

·       to enable you to provide Transportation Services to Users;

·       to process and facilitate payments due to you relating to any Transportation Services you have provided;

·       to communicate with you and send you information in relation to the provision of your Transportation Services, including to relay User orders to you and to facilitate your acceptance of such orders;

·       to notify you of any updates to the Application or changes to the manner in which Transportation Services are to be provided;

·       to process and respond to feedback from Users as to safety generally or as to the quality of the Transportation Services which you have provided;

·       to maintain, develop, test, enhance and personalise the Application to meet your needs and preferences as a Transportation Provider;

·       to monitor and analyse user activities and demographic data including trends and Transportation Provider responsiveness for the various Transportation Services available on the Application; and

·       to send you direct marketing and promotional communications and information on special offers or promotions.

c.              Whether you are a User or a Transportation Provider or otherwise provide Personal Information to us, we may also use your Personal Information more generally for the following purposes (although we will in each such case always act reasonably and use no more Personal Information than what is required for the particular purpose):

·       to undertake associated business processes and functions;

·       to monitor usage of the Application and administer, support and improve the performance efficiency, user experience and the functions of the Application;

·       to provide assistance in relation to and to resolve any technical difficulties or operational problems with the Application or the Transportation Services;

·       to generate statistical information and analytics data for the purpose of testing, research, analysis and product development;

·       to prevent, detect and investigate any prohibited, illegal, unauthorised or fraudulent activities;

·       to facilitate business asset transactions (which may extend to any mergers, acquisitions or asset sales) involving us and/or any of our Affiliates; and

·       to enable us to comply with our obligations under any Applicable Law, including but not limited to responding to regulatory enquiries, investigations or directives, complying with statutory or regulatory filing and reporting requirements, and conducting audit checks, due diligence and internal investigations.

 

4.              SHARING OF PERSONAL INFORMATION WHICH WE COLLECT

a.              We may disclose to or share with Affiliates and other parties your Personal Information for any of the following purposes as well as for such other purposes as are permitted by Applicable Law (although we will in each such case always act reasonably and disclose or share no more Personal Information than what is required for the particular purpose): 

·       where you are a User, for the purpose of enabling a Transportation Provider, to perform or deliver a Transportation Service, including to contact you;

·       where you are a Transportation Provider, for the purpose of enabling a User to request or receive a Transportation Service from you, including to contact you;

·       facilitating or enabling any checks as we may in our discretion consider necessary before we register you as a User or Transportation Provider, including any KYC processes and any other checks to facilitate compliance with our obligations under Applicable Law;

·       where required or authorised by Applicable Law (including but not limited to responding to regulatory enquiries, investigations or directives, or complying with statutory or regulatory filing and reporting requirements), for the purpose so specified in that Applicable Law; or complying with any request, order, directive or other instruction from a Governmental Authority;

·       where there is any form of legal proceeding between you and us, or between you and another party, in connection with, or relating to the Transportation Services, for the purposes of that legal proceeding;

·       in an emergency concerning your health (whether you are a User or a Transportation Provider) for the purposes of dealing with that emergency;

·       in a situation concerning your health or public interest (whether you are a User or a Transportation Provider), we may share your Personal Information to the relevant Governmental Authorities with competent jurisdiction or which have a cooperation with us, for the purposes of contact tracing, supporting government initiatives, policies or programs, public safety and any other purposes reasonably needed;

·       in connection with, or during negotiations of, any merger, sale of company assets, consolidation or restructuring, financing or acquisition of all or a portion of our business by or into another company, for the purposes of such a transaction (even if the transaction is eventually not proceeded with);

·       where we share Personal Information with third parties (including our agents, vendors, suppliers, contractors, partners and any others who provide services to us, perform functions on our behalf, or whom we enter into commercial collaboration with), for or in connection with the purposes for which such third parties are engaged, to perform certain disclosure to the relevant third parties which are technically required to process your transaction or for the purposes of our collaboration with such third parties (as the case may be), which may include allowing such third parties to introduce or offer products or services to You, or other conducting activities including marketing, research, analysis, checks (including background and verification checks), and product development; and

·       where we share Personal Information with Affiliates, we will only do so for the purpose of them helping us to provide the Application or to operate our business (including, where you have subscribed to our mailing list, for direct marketing purposes), or for the purpose of them conducting data processing on our behalf. For example, a MilkRun Affiliate in another country may process and/or store your Personal Information on behalf of the MilkRun company in your country. All of our Affiliates are committed to processing the Personal Information that they receive from us in line with this Privacy Policy and Applicable Law.

b.              Where it is not necessary for the Personal Information disclosed or shared with other parties to be associated with you, we will use reasonable endeavours to remove the means by which the Personal Information can be associated with you as an individual before disclosing or sharing such information. 

c.               We will not sell or lease Your Personal Information to any third parties. 

d.              Other than as provided for in this Privacy Policy, we may disclose or share your Personal Information if we notify you of this in advance and we have obtained your consent for the disclosure or sharing. 

 

5.              CROSS-BORDER TRANSFERS OF PERSONAL INFORMATION
Your Personal Information may be transferred to, stored, used and processed in a jurisdiction other than your home nation or otherwise in the country, state and city in which you are present while using any services provided by us (“Alternate Country”), to companies under MilkRun group which are located outside of your home nation or Alternate Country and/or where MilkRun group’s servers and/or service providers and partners are located outside of your home nation or Alternate Country. You understand and consent to the transfer of your Personal Information out of your home nation or Alternate Country as described herein.

 

6.              RETENTION OF PERSONAL INFORMATION

a.    Your Personal Information will only be held for as long as it is necessary to fulfill the purpose for which it was collected, or for as long as such retention is required or authorised by Applicable Law. We shall cease to retain Personal Information, or remove the means by which the Personal Information can be associated with you as an individual, as soon as it is reasonable to assume that the purpose for which that Personal Information was collected is no longer being served by retention of Personal Information and retention is no longer necessary for legal or business purposes.

b.    Please note that there is still the possibility that some of your Personal Information might be retained by the other party (e.g., the Transportation Provider (if you are the User), or the User (if you are the Transportation Provider) or other Governmental Authority) in some manner (such as, by means of a screen capture). In the event we share your Personal Information to third parties, you agree and acknowledge that the retention of your Personal Information by the relevant institutions will follow their respective policy on data retention. Information relayed through communications between Users and Transportation Providers made other than through the use the Application (such as by telephone, mobile messaging or other modes of communication or through collection of your Personal Information by our agents) may also be retained by some means. We do not authorise the retention of Personal Information by such means and we have no responsibility to you for the same. To the fullest extent permitted by Applicable Law, we shall not be liable for any such retention of your Personal Information. You agree to indemnify, defend and release us, our officers, directors, employees, agents, suppliers, contractors and Affiliates from and against any and all claims, losses, liabilities, expenses, damages and costs (including but not limited to legal costs and expenses on a full indemnity basis) resulting directly or indirectly from any unauthorised retention of your Personal Information.

 

7.              ACCESS AND CORRECTION OF PERSONAL INFORMATION

a.    You may request us for access to and/or the correction of your Personal Information in our possession and control, by contacting us at the details provided in MilkRun Application. Subject to Applicable Law, we reserve the right to charge an administrative fee for such requests.

b.    We reserve the right to refuse your requests for access to, or to correct, some or all of your Personal Information in our possession or control, if permitted or required under any Applicable Law. This may include circumstances where the Personal Information may contain references to other individuals or where the request for access or request to correct is for reasons which we reasonably consider to be trivial, frivolous or vexatious.

 

8.             WHERE WE STORE YOUR PERSONAL INFORMATION

a.             The Personal Information that we collect from you may be stored at, transferred to, or processed by third party service providers. We will use all reasonable endeavours to ensure that all such third party service providers provide a level of protection that is comparable to our commitments under this Privacy Policy.

b.             Your Personal Information may also be stored or processed outside of your country by personnel who work for us in other countries, or by our third party service providers, suppliers, contractors or Affiliates, to the extent permitted under Applicable Law. In such a case, we will ensure that such Personal Information remains subject to a level of protection comparable to what is required under the laws of your country (and, in any event, in line with our commitments in this Privacy Policy).

 

9.              SECURITY OF YOUR PERSONAL INFORMATION
Confidentiality of your Personal Information is of utmost importance to us. We will use all reasonable efforts to protect and secure your Personal Information against access, collection, use or disclosure by unauthorised persons and against unlawful processing, accidental loss, destruction and damage or similar risks. Unfortunately, the transmission of information via the Internet is not completely secure. Although we will do our best to protect your Personal Information, you acknowledge that we cannot guarantee the integrity and accuracy of any Personal Information which you transmit over the Internet, nor guarantee that such Personal Information would not be intercepted, accessed, disclosed, altered or destroyed by unauthorised third parties, due to factors beyond our control. You are responsible for keeping your Account details confidential and you must not share your password with anyone and you must always maintain the security of the mobile device that you use.

 

10.           CHANGES TO THIS PRIVACY POLICY
We may review and amend this Privacy Policy at our sole discretion from time to time, to ensure that it is consistent with our future developments, and/or changes in legal or regulatory requirements. If we decide to amend this Privacy Policy, we will notify you of any such amendments by means of a general notice published on the Application and/or Website, or otherwise to your e-mail address set out in your Account. You agree that it is your responsibility to review this Privacy Policy regularly for the latest information on our data processing and data protection practices, and that your continued use of the Application or Website, communications with us, or access to and use of the Transportation Services following any amendments to this Privacy Policy will constitute your acceptance to the amendments.

 

11.           LANGUAGE
This Privacy Policy is drafted in the English language. If this Privacy Policy is translated into another language, the English language text shall in any event prevail.

 

12.           ACKNOWLEDGEMENT AND CONSENT

a.             By accepting the Privacy Policy, you acknowledge that you have read and understood this Privacy Policy and you accept all of its terms. In particular, you agree and consent to us collecting, using, disclosing, storing, transferring, or otherwise processing your Personal Information in accordance with this Privacy Policy.

b.             In circumstances where you provide us with information relating to third parties (which may include Personal Information relating to your spouse, family members or friends), you represent and warrant that you have obtained such third party's consent for, and hereby consent on behalf of such third party to, the collection, use, disclosure and processing of such information by us.

c.              You may withdraw your consent to any or all collection, use or disclosure of your Personal Information at any time by giving us reasonable notice in writing using the contact details stated below. You may also withdraw your consent for us to send you certain communications and information via any “opt-out” or “unsubscribe” facility contained in our messages to you. Depending on the circumstances and the nature of the consent which you are withdrawing, you must understand and acknowledge that after such withdrawal of consent, you may no longer be able to use the Application or the Transportation Services. A withdrawal of consent by you may result in the termination of your Account or of your contractual relationship with us, with all accrued rights and obligations remaining fully reserved. Upon receipt of your notice to withdraw consent for any collection, use or disclosure of your Personal Information, we will inform you of the likely consequences of such withdrawal so that you can decide if indeed you wish to withdraw consent.

 

13.           MARKETING AND PROMOTIONAL MATERIAL

a.    We may send you marketing and promotional communications via post, telephone call, short message service (SMS), e-mail, online messaging, or push notifications via the Application to notify you about special privileges, promotions, or events offered or organised by us, our partners, sponsors, or advertisers, or to provide updates on our Application and/or the products and services offered therein (“Marketing Material”), if you have agreed to subscribe to our mailing list and/or consented to receive such Marketing Material from us.

b.    You may opt out from receiving such Marketing Material at any time by clicking on any “unsubscribe” facility embedded in the relevant message, or otherwise contacting us using the contact details stated below. Please note that if you opt out, we may still send you non-promotional messages, such as ride receipts, or information about your Account or Application.

 

14.           ANONYMISED DATA
We may create, use, license or disclose Personal Information, provided, however, (i) that all identifiers have been removed such that the data, alone or in combination with other available data, cannot be attributed to or associated with or cannot identify any person, and (ii) that has been combined with similar data such that the original data forms a part of a larger data set.

 

15.           THIRD PARTY PLATFORMS

a.             The Application, Website, and Marketing Material may contain links to websites, plug-ins, and applications that are operated by third parties (“Third Party Platforms”). Clicking on these links or enabling any connections to these Third Party Platforms may allow such third parties to collect and process your Personal Information. We may also occasionally use Third Party Platforms to collect your Personal Information. Before submitting or uploading any Personal Information over these Third Party Platforms, you should consult the terms and conditions and privacy policies of these Third Party Platforms to find out how they collect and use your Personal Information. We do not control nor accept liability or responsibility for these Third Party Platforms and/or the collection, use, maintenance, sharing, or disclosure of data and information by such third parties.

b.             When you are using our Application and enable the fingerprints and/or facial recognition features in your mobile device for authentication purposes, please note that we do not store such biometric data. Unless otherwise notified to you, such data is stored in your mobile device and may also be stored by other third parties, such as your device’s manufacturer. You agree and acknowledge that we are not responsible for any unauthorised access or loss towards such biometric data stored in your device.

c.              Advertisements contained on our Application, Website, or operate as links to the advertiser’s website and as such any information they collect by virtue of your clicking on that link will be collected and used by the relevant advertiser in accordance with the privacy policy of that advertiser.

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