General Terms, Privacy Policy and Conditions of Merchant Contract

1. Definition and interpretation

1.1 Definitions

In these General Terms and Conditions of Merchant Contract, unless the context specifies otherwise, the following definitions have the meaning as follows.

• “Account”: Means the user account under the Red Ant Application on the mobile device and/or tablet, which is created by Red Ant on the Red Ant’s online platform and then provided to Merchant through Merchant Application for the purpose of its registration and usage, in accordance with these General Terms and Conditions of Merchant Contract.
• “Addendum to Merchant Contract”: Means any commercial amendment or supplemental agreements as defined in the Merchant Contract (if any).
• “Affiliate(s)”: Means, with respect to a certain entity, any other entities controlling, or under controlled by, or under common control with such entity. For the purpose of this definition, the term of “control” (including “controlling“, “controlled by” and “under common control with “) the possession of the direct or indirect power to order or set the management’s directions and policies of such entity, whether through the ownership of voting equity or by contractual effect, or otherwise.
• “Business Day”: Means a day or days (other than Saturday, Sunday and official holidays) on which banks generally are normally open in Phnom Penh, Cambodia.
• “Confidential Information”: Means:
  • (a) any information that Receiving Party has received from Disclosing Party, which Disclosing Party has classified in writing as confidential;
  • (b) the content of Merchant Contract, Addendum to Merchant Contract, and General Terms and Conditions of Merchant Contract;
  • (c) Personal Data that Receiving Party has received from entering into or performing its duties under Merchant Contract, Addendum to Merchant Contract, and/or General Terms and Conditions of Merchant Contract;
  • (d) Customers data (including viewing patterns, viewing details, as well as quantity, time and duration of device’s usage or viewing content), details (including details, network configuration, billing name, billing amount, credit history, and other payment details);
  • (e) commercial, technical, or financial information in connection with Merchant Contract, Addendum to Merchant Contract, and/or General Terms and Conditions of Merchant Contract;
  • (f) trade secrets, know-how, show-how, patents research, development or technical information, details on food, sweets, and/or drinks, Intellectual Property Rights, business plans, operation or systems, financial or commercial positions, Customer details, service providers, debtors or creditors, information in connection with officers, directors, or employees of Disclosing Party or any of its Affiliates, marketing data, printing materials, rate and rate table, contracts, regardless of their form, format, or media, whether they are machine-readable or human-readable, and whether in writing or verbal, tangible or intangible, and also included information communicated or obtained through meetings, documents, correspondence, or inspection of tangible materials.
• “Customer”: Means any person using Red Ant for ordering Goods from Merchant.
• “Disclosing Party”: Means the Party that discloses the Confidential Information in accordance with these General Terms and Conditions of Merchant Contract.
• “Driver Partner”: Means an independent third-party service provider, which delivers Goods as requested by Customers via Red Ant Application on mobile device and/or tablet, and has completed the registration process and has been authorized and approved by Red Ant and/or its Affiliates to deliver Goods to Customers via Red Ant feature. Driver Partner is not employees, staff, or agents of Red Ant in providing the Services under Merchant Contract, Addendum to Merchant Contract, and these General Terms and Conditions of Merchant Contract and in any other cases.
• “Force Majeure”: Means any incident beyond reasonable control of any Party that affects the affected Party in performing its duties hereunder, including, without limitation, act of God, riot or civil disorder, war or military operations, national or local emergency, actions or omissions of the government, any kind of industrial disputes (except for those in connection with the affected Party’s employees), fire, flood, lightning, explosion, land collapse, air turbulence, epidemic, including, but are not limited to, COVID-19 pandemic, actions or omissions of individual persons or juristic persons that are beyond reasonable control of such Party.
• “General Terms and Conditions of Merchant Contract”: Means these General Terms and Conditions of Merchant Contract.
• “Goods”: Means food, sweets, drinks and/or any products that Merchant allows Customer to order via Red Ant Application.
• “Goods Price”: Means the selling price of the Goods, which is specified in the Red Ant Application and is determined by Merchant.
• “Red Ant Application”: Means the application of Red Ant and/or Red Ant’s Affiliates on mobile devices and/or tablets, which facilitates Merchant in (a) selling Goods (b) matching Merchant with a Driver Partner in respect of Goods’ delivery service, and (c) matching Customer’s orders with a Driver Partner, so that Driver Partner is able to deliver Goods from Merchant in accordance with the Customer’s order.
• “Red Ant”: Means Red Ant Express Co., ltd.
• “Red Ant”:means a feature available on Red Ant Application, which enables Customers to order Goods from Merchant through the delivery by Driver Partner’s service.
• “Red Ant Marketing Service Fee on Red Ant Application”: Means the service fee, for the case that Merchant wishes to conduct marketing or promotional campaigns by using Red Ant Marketing Service on Red Ant Application in various forms to Customers, including, without limitation, promotional code, reward for cross-selling, and any other forms, which shall be paid to Red Ant at the rate to be mutually agreed by both Parties from time to time.
• “Red Ant Personal Data”: Means Personal Data which Red Ant or its Affiliates discloses to the Merchant or which the Merchant processes on behalf of Red Ant for purposes of this Agreement.
• “Merchant Application”: Means an application of Red Ant and/or its Affiliates on mobile devices and/or tablets which enables and facilitates Merchant to take Goods order from Customers, inspect daily Income From Goods report, manage its office hours, present and adjust Goods details, Goods Price and request for Red Ant’s assistance and others.
• “Intellectual Property Rights”: Means all intellectual property rights, whether require the registration or not, including, without limitation, patent, right in circuit boards, trademarks, service marks, trade names, registered designs, copyrights and intellectual property or industrial property in any other forms, know-how, inventions, formula, confidential processes, trade secrets, confidential information, and any other protected rights, permissions and licenses in connection therewith, considered on the global basis, whether have been registered, could be registered or have not been registered, and for the entire effective period thereof, and all extent and renewed period thereof, and all applications for registration in connection with the foregoing.
• “Party”: Means each Merchant and Red Ant. Merchant and Red Ant shall be collectively referred to as the “Parties“.
• “Personal Data”: Means:
  • (a) information that could be used to directly or indirectly identifies, contact, or locate persons, to whom such information pertains (including but not limited to mobile phone number, email address and/or any necessary information for the benefit in providing the Services under these terms and conditions of Merchant Contract;
  • (b) information derived from identification or contact information of individual persons;
  • (c) information regarding, such as, but are not limited to, name, address, phone number, email address, other account information (to the extent such other account information includes information described in subsections (a) or (b) above), or other government-issued identifier, and credit card information;
  • (d) any other information (such as, a personal profile, unique identifier, biometric information and/or IP address) that is associated or combined with the Personal Data and shall be deemed as Personal Data.
• “Receiving Party”: Means the party receiving Confidential Information in accordance with these General Terms and Conditions of Merchant Contract.
• “Commission Fee”: Means service fee that is specified in Merchant Contract or Addendum to Merchant Contract (if any) and shall be paid to Red Ant by Merchant.
• “Self-Pick-Up Service”: Means a service that allows Customer to order Goods via Red Ant Application and collect Goods by himself/herself at the Merchant’s store.
• “Terms and Conditions of Merchant Application”: Means Merchant’s code-of-conduct as appeared in Merchant Application and additional terms and conditions for Red Ant Merchants under the terms of service as appeared appendix of merchant contract, which may be revised from time to time at Red Ant’s sole discretion and is deemed as part of these General Terms and Conditions of Merchant Contract.
• “VAT”: Means value added tax under laws of Cambodia and/or other similar taxes.

2. Entire Agreement

• 2.1 Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract and any amendment (if any) shall supersede any previous agreements, correspondences, negotiations, representations, and expressions of any intention in connection with the subject matter hereof, whether in writing or orally, between Parties.
• 2.2 In the event that any terms and conditions specified in Merchant Contract or Addendum to Merchant Contract conflict with these General Terms and Conditions of Merchant Contract, the terms and conditions of Merchant Contract or Addendum to Merchant Contract shall prevail.
• 2.3 Unless agreed in writing by Red Ant, any terms and conditions of Merchant with Customers that are in connection with Goods are not considered a part of Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant Contract.

3. Term

These General Terms and Conditions of Merchant Contract, including those as may be amended from time to time, are in force for the effective period of the Merchant Contract specified in Merchant Contract.

4. Services and Goods Ordering Equipment

• 4.1 In consideration for the Service Fee, Red Ant shall perform as follows:
  • 4.1.1 Providing Merchant with an Account and Merchant Application, to facilitate Merchant in selling Goods to Customer.
  • 4.1.2 Perform other matters for or in connection with the aforementioned Services such as matching orders from Merchant, Customer, and Driver Partner, and providing services in relation to Self Pick-Up Service (collectively referred to as “Services“).
• 4.2 Merchant agrees and accepts that Red Ant is only a technology service provider of Red Ant on Red Ant Application and Red Ant is a service provider of the platform to connect Merchant with Driver Partner. As a platform service provider, Red Ant is not obliged to process, prepare, and deliver Goods. Additionally, Red Ant does not involve in contracts, terms and conditions, or any rights and duties between Customer and Merchant. In the event that there are damages and/or any claims arising from Merchant’s fault, Red Ant shall not be involved in or responsibility for any damages resulting from such incidents, unless specified otherwise in these General Terms and Conditions of Merchant Contract.
• 4.3 Merchant agrees to install and use any devices as determined by Red Ant, so that Merchant is able to take Goods orders, including, without limitation, tablet and any equipment used together with the tablet, such as charger, charging adapter, and any other automatic or electronic methods to take such Goods order (“Goods Ordering Device“). Goods Ordering Device shall be solely propriety to Red Ant and be used for the purposes in connection with the fulfillment of Merchant’s obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and conditions of Merchant Contract. In the event that Red Ant provides the sim card, which has been registered for the usage of wireless network plan, together with any Goods Ordering Device, Red Ant may collect the expenses in connection with the usage of wireless network plan of such Goods Ordering Device from Merchant. Merchant agrees to comply with the safety procedure and regulations or access permissions requested by Red Ant, whereby Merchant shall not authorize any third party to use, copy, amend, lease, rent out, sell, distribute, perform reverse engineering, or perform any other acts in order to access the source code, causes damages, destroys, or obstructs service, distribute dangerous code, or avoid or violate safety procedure of the Goods Ordering Device, Red Ant application, and/or Merchant Application. Red Ant may limit or suspend Merchant’s right to use Goods Ordering Device, Red Ant Application and/or Merchant Application at any time. Merchant shall be responsible for the damages or losses of any Goods Ordering Device provided by Red Ant, whereby Merchant shall immediately indemnify Red Ant against any damages including the cost of the Goods Ordering Device’s replacement, in accordance with the Addendum to Merchant Contract regarding Goods Ordering Device (if any).

5. Rights and duties of Parties

5.1 Rights and duties of Red Ant

• 5.1.1 Red Ant shall ensure that the Goods order placed by Customer via Red Ant Application is duly communicated to Merchant.
• 5.1.2 Red Ant has the exclusive right to demand and collect Goods Price from Customer for each Goods order via Red Ant Application. Merchant acknowledges and agrees that Customers may make a payment for the Goods Price by cash, credit card, debit card, money transfer to bank account, internet banking, online payment, Red Ant’s Wallet or other prepaid or postpaid methods, which may be made available on Red Ant Application at Red Ant’s sole discretion.
• 5.1.3 In the event that Red Ant provides pre-paid payment to facilitate Customer in purchasing Goods, Merchant acknowledges and agrees that Red Ant shall be entitled to any interest and/or benefits arising out of Customer’s pre-paid payment (if any) in accordance with the terms and conditions of each payment method provided by Red Ant, at its sole discretion, from time to time.
• 5.1.4 Red Ant shall remit to Merchant the sum of:
  • (1) Goods Price received by Merchant (including any VAT collected on behalf of Merchant),
  • (2) deducting the applicable Service Fee and/or Red Ant Marketing Service Fee on Red Ant Application (including VAT) that must be paid to Red Ant,
  • (3) deducting any refunds to Customer and Merchant’s outstanding debts (such final remitted amount being defined as “Income From Goods“).
  Red Ant shall make a payment of such Income From Goods on the daily basis or more frequently, as decided from time to time by Red Ant’s decision, but, in any event, not later than 7 business days from the date of the Goods order’s receipt.
• 5.1.5 The payment and remittance of Income From Goods under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract, shall be made as agreed between Red Ant and Merchant, e.g., Red Ant’s Wallet (when available).
• 5.1.6 Red Ant shall facilitate Merchant to manage customers service and complaints and deliver the related information to Merchant for dealing with the Customer’s complaints.
• 5.1.7 Red Ant is not obliged to verify and to be responsible for content or data provided by Merchant on the Red Ant Application in any case whatsoever.
• 5.1.8 Red Ant shall not be responsible for any impaired Goods, including, without limitation, damaged Goods, broken Goods, insect-infested Goods, spoiled Goods, and Goods with bad smell.

5.2 Rights and duties of the Merchant

• 5.2.1 The Merchant agrees to pay the Service Fee and/or Red Ant Marketing Service Fee on Red Ant Application to Red Ant at the rate specified in the Merchant Contract and/or Addendum to Merchant Contract. In order to do so, Merchants agree to authorize Red Ant to deduct the aforementioned fees from the Goods Prices received by Merchants from Customer for each Goods order via Red Ant Application.
• 5.2.2 Merchant shall not collect the Goods delivery fee from Customer and/or Driver Partner in any case whatsoever.
• 5.2.3 Merchant is obliged to present necessary information on Red Ant Application by proceeding via Merchant Application. Such necessary information includes the following Merchant information:
  • (1) menu, logos, photograph, Goods Price, and
  • (2) Merchant’s details (e.g., name and surname of Merchant owner for an individual Merchant, name or trade name of the company for a corporate Merchant), address, location information of the Merchant, including latitude, longitude, and place name of business, telephone number, email, website, trade name, authorized signatory, and tax identification number, which collectively referred to as (“Merchant Information”).
  Both (1) and (2) are collectively referred to as (“Details”). In the event that there is a change in Details, Merchant shall be obliged to immediately update the information appeared on Red Ant Application to be up to date at all time. Merchant grants to Red Ant and its Affiliates to perpetual, worldwide, royalty-free, irrevocable, freely sub-licensable, non-exclusive license, and its consent (as required under the applicable data protection laws) to use, modify, translate, compile, copy, or create derivative works of the Details in relation to any business activity of Red Ant and its affiliates, except for public details which Red Ant have been entitled to freely use (which is not considered a breach of contract by Red Ant). For the avoidance of doubt, such Details includes data that appeared on Red Ant Application and other media, including, without limitation, Twitter, Facebook, and campaign on Google AdWords.
• 5.2.4 In the event that information on Red Ant Application is incorrect or outdated, such as the Goods Price and the actual selling price that Merchant collects from Customers ordering via Red Ant Application being inconsistent, Merchant shall be solely responsible to Customers, government authorities, and/or any third parties. Additionally, if such person claims or takes any action to Red Ant for such inconsistency, Merchant shall indemnify Red Ant against all damages incurred to Red Ant, without the notification of such claims and actions by Customers, government authorities, and/or any third parties, from Red Ant to Merchant.
• 5.2.5 The Merchant represents and warrants that all Goods Price appeared on Red Ant Application is in compliance with regulations on price controls and any related laws, and information, in connection with Merchant, Merchant’s branch, and/or Goods, advertised on Red Ant Application are accurate and in compliance with the relevant laws and regulations in every respect, and does not infringe any Intellectual Property Rights of any third party.
• 5.2.6 Merchant shall ensure that it shall not sell illegal Goods or any Goods that Merchant have not been permitted or granted of the license to sell or deliver. In the event that Red Ant detects or is notified from any person that there is selling of such goods, both parties agree that Red Ant shall be entitled to perform any actions, including, without limitation, removing such item from the Red Ant Application, disabling Merchant from Red Ant Application, and claiming for any damages arising from sale of such goods, against the Merchant.
• 5.2.7 Relevant changes to licenses in connection with the business operation of Merchant shall be immediately informed to Red Ant by Merchant (and in any event, within 24 (twenty-four) hours from such change).
• 5.2.8 Merchant shall ensure that all Goods are of high quality, and their storage, production, and preparation are in compliance with laws, safety regulations, and other relevant regulations. Any violations of such laws or regulations shall be notified by Merchant to Red Ant immediately.
• 5.2.9 The merchant shall ensure that, during the business hours, the Goods Ordering Device is turned on and able to receive and process a Goods order.
• 5.2.10 The Merchant is obliged to immediately verify and complete the Customer’s order with reasonable care. The Customer’s order must be completely and duly processed.
• 5.2.11 The Merchant is obliged to use its best effort in maintaining quality and quantity of Goods to conform with the advertisement.
• 5.2.12 Preparation of Goods
  • General case: Merchant agrees to (a) prepare Goods before Driver Partner reaches Merchant, and (b) do any necessary and satisfying acts in order to facilitate a Driver Partner to pick up Goods for delivery to Customer.
  • Self-Pick-Up Service (only applicable for the Merchant providing Self Pick-Up Service): Merchant agrees to (a) immediately prepare Goods after receiving the Customer’s order, and (b) do any necessary and satisfying acts to facilitate Customer in picking up Goods as ordered.
  In the event that Merchant, who has prepared Goods in accordance with the conditions specified above and duly completed the Goods order, does not receive Income from Goods, Merchant shall be entitled to notify such problem to Red Ant in accordance with Red Ant’s terms and conditions [within 30 days]. Red Ant shall then verify and if it is resolved that the Goods order has not completed without Merchant’s mistake, for example Driver Partner did not deliver Goods to Customers, Driver Partner delivered Goods to wrong Customer or Customer canceled the Goods order, Red Ant shall compensate the Income from Goods to Merchant in the amount of Goods Price as appeared on Red Ant Application. In the event that Red Ant finds or has been notified from Customers concerning the incompletion of Goods order or defect of the Goods, Merchant agrees to exchange the Goods for good quality Goods to Customer. The Merchant shall be solely responsible for the expense that arises from such Goods’ exchange, including Goods Price, cost of Goods preparation, and delivery.
• 5.2.13 In the event that Customer claims for any refund or complaints about Goods, Merchant shall be responsible for any expenses or costs in connection with the refund to the Customer, whether in whole or in part (including, without limitation, any costs associated with such Goods recall (if any)), as approved by Red Ant at Red Ant’s sole discretion.
• 5.2.14 Merchant permits Red Ant to perform any acts in connection with placing marketing materials, advertisement of Red Ant, Services, and providing information in Merchant and/or other places of Merchant (in accordance with the details to be mutually agreed by both Parties), without any charge to Red Ant.

6. Marketing

• 6.1 Any Party may conduct marketing and advertising activities in relation to Goods as to be mutually agreed by both Parties. Such activities may be conducted through any channels such as social media, websites, or blogs. For the avoidance of doubt, Red Ant may, at its own costs, provide promotional activities to Customer to promote the business service of both Parties in accordance with these terms and conditions.
• 6.2 Merchant shall share with Red Ant its marketing calendar and plan (including, without limitation, the discount detail and promotional item) for the mutual consideration of the marketing and advertising activities.
• 6.3 Merchant agrees to disclose its promotional details items (including, without limitation, discounted items and sale promotional details) to Red Ant, for conducting marketing and for the purpose of any promotion through Red Ant Application.
• 6.4 Merchant gives its consent to Red Ant in enjoying Merchant’s Intellectual Property Rights and/or right that Merchant entitling to enjoy. The Merchant shall submit photos of Goods, at its own expense, to Red Ant, as requested, to be used in Red Ant Application.
• 6.5 Neither Party shall issue any statement, or announcement, or otherwise, by referring to the other Party in any manner, with respect to Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, or otherwise, without the prior written consent of such other Party.
• 6.6 Red Ant and Driver Partner shall not be responsible for the availability of any gift, present, reward, bonus, or any other material (including, without limitation, discount or promotional Goods) in connection with any sale promotion activities provided by Merchant.

7. Service Fee

Red Ant is entitled to amend Service Fee as specified in Merchant Contract and/or Addendum to Merchant Contract due to commercial justification and business necessity, including, without limitation, the cost and turnover of Red Ant, characteristics, cost, quantity or Price of the Goods, volume of Goods order from Merchant through Red Ant Application, commercial reputation, and others. Red Ant will notify Merchant of such amendment in writing by giving a prior notice at least 60 (sixty) days in advance. In the event that Merchant does not accept the amendment of Service Fee, Merchant shall be entitled to terminate this Contract by serving a prior written notice to Red Ant (including email) at least 30 (thirty) days.

8. Representations and Warranties

• 8.1 Each Party represents and warrants to the other Party as follows.
• 8.2 Each Party has the capacity and power to enter into, perform and comply with Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract.
• 8.3 The terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract is valid, binding upon and enforceable against the Party.
• 8.4 The execution of and/or performance of or compliance with, by the Party of its obligations under the Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract do not and shall not violate (a) any laws to which it is subject or (b) any contracts of which it is a party or which is binding upon it or its property.
• 8.5 The Party is not in default of any agreement upon which they are bound, which may materially and adversely affect its financial condition or its ability to perform any obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract and there are no action, proceeding, claim, litigation or arbitration pending or threatened against it which may have a similar or analogous effect.
• 8.6 The Parties are in compliance with and possess all applicable licenses and permits required to their business operation, under applicable laws.
• 8.7 Its representative who enters into Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant is authorized to represent and has effect upon it.
• 8.8 Any content, media, and other materials used or provided under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall not infringe or otherwise violate the Intellectual Property Rights of any third party.
• 8.9 Each Party warrants that the representations and warranties under clause (8.8) shall continue to be true for so long as Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant are in force and any Service Fee discounted promotion, service fee in case of Merchant’s promotion, and any refund to Customer, remains outstanding and unpaid. Each Party shall promptly notify each Party when any of the representations or warranties become untrue in any way or form.
• 8.10 The Merchant represents and warrants that it shall not use Red Ant and/or Red Ant Application for illegal purposes (including the drug’s smuggling, doing any action being contrary to public order and good morals).

9. Termination of Contract

• 9.1 Either Party may terminate Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, if the other Party is in breach of any terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant and such breach of the terms and conditions is not rectified within two (2) days from the date receiving the notification from the non-defaulting Party by giving written notice (including email) to the other Party in advance of at least sixty (60) days prior the termination date specified therein.
• 9.2 The Parties have agreed and determined that the various cases in this Clause are significant for business cooperation. Accordingly, the Merchant agrees and accepts that Red Ant may immediately terminate Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant and/or temporarily suspend the Service by serving the written notice (including email) to the Merchant in the cases that:
• 9.3 Red Ant suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or its employees or agents.
• 9.4 Merchant repeatedly receives poor reviews from Customers or Red Ant receives complaints about Merchant or Merchants fails to duly complete Goods orders.
• 9.5 Merchant is in violation of any Goods safety regulations or other regulations relating to Goods.
• 9.6 Merchant performs illegal or inappropriate actions that may bring Red Ant into disrepute such as sale of illegal goods, sale of overpriced goods, and sale of goods with the prices being not in line with that appeared in the Application.
• 9.7 At any time, if any Party ceases or suspends its business, enters into bankruptcy or insolvency proceedings, or is in the dissolution or merger process, or becomes subject to any law, regulation or restriction that prevents such Party from performing its obligation under Merchant Contract, the Parties agree that Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall be terminated automatically.
• 9.8 The termination of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall not discharge or limit the Parties from their obligations, responsibilities, and liabilities incurred prior to such termination.

10. Indemnity

• 10.1 Each Party (“Indemnifying Party“) shall protect, indemnify and hold harmless the other Party, its Affiliates, directors, officers, and agents (“Indemnified Party“) from and against any claims, damages, or expenses (including reasonable lawyer’s fee) (collectively referred to as “damages“) arising in connection with:
  • (a) the negligence or willful misconduct of the Indemnifying Party, its employee and/or agent in their performance of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant;
  • (b) any claims in connection with the breach of terms and conditions, contract, representations and warranties in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, by the Indemnifying Party;
  • (c) any claims that Mark of the Indemnifying Party infringes the Intellectual Property Rights of any third party (in case that the usage of such Mark is approved by the Indemnifying Party); and
  • (d) any breach and/or non-compliance with laws, including data protection laws, by the Indemnifying Party, and its employee and/or agent.
• 10.2 Merchant shall indemnify, defend and hold harmless Indemnified Party from and against any and all loss of a third party arising from or in connection with Merchant’s violation or alleged violation of laws and regulations in respect of consumer protection regulation, sale of food, beverage, and other products, or regulations in respect of health and safety, unless such loss is directly incurred by the gross negligence or willful misconduct of Red Ant and/or its employees.
• 10.3 Notwithstanding the provision under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, the Parties agree that neither Party shall be liable to the other Party for any loss of income, goodwill, business opportunity, income expectation, or any indirect or consequential loss and damage, suffered by either Party.

11. Confidentiality

• 11.1 The Parties agree that during the term of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, the Receiving Party may receive Confidential Information from the Disclosing Party. The Receiving Party shall only use Confidential Information of the Disclosing Party to perform its obligations and/or exercise its rights under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant. The Receiving Party shall keep Confidential Information in the strictest confidence and shall not disclose such information to any third party (other than its directors, executives, officers, employees, inspectors, professional advisors who need to know such Confidential Information for the purpose of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant), whether directly or indirectly, without prior written consent from Disclosing Party, during the term of the Merchant Contract and after the expiry of Merchant Contract. The obligation under this Clause does not apply to the information which:
  • 11.1.1 has been the public information through no breach of the confidentiality obligations under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant;
  • 11.1.2 is required to be disclosed by law, regulation, rule, court order, government authority, regulator, or the Stock Exchange of Cambodia or the judicial proceeding; or
  • 11.1.3 is disclosed to the Receiving Party by a third party who is not related to the Receiving Party and is not obliged to keep such information confidential, and the Receiving Party is not obliged to keep the information confidential.

12. Force Majeure

The parties shall be released from their obligations (save for obligation to make a payment) and their delay in performing any obligations as a result of Force Majeure. In the event that Force Majeure persists for a period exceeding sixty (60) days (or other period as mutually agreed by the Parties) and both Parties had negotiated in good faith and fail to properly resolve, either Party shall be entitled to terminate Merchant Contract by serving a written notice (including email) to the other Party.

13. Costs and Expenses

Unless otherwise specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, each Party shall be responsible for its own costs and expenses in connection with the negotiation of, the preparation of, the entry into, and the implementation of the terms and conditions in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant.

14. Non-waiver

Failure or delay by a Party to exercise any right, including the indemnification right, under Merchant Contract or the governing law, shall not constitute a waiver by, or estoppel of, such Party’s right or indemnification right, and shall not preclude the exercise of any right, rights to be indemnified from such Party.

15. Notice

Unless otherwise specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, notice issued or served under Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant Contract must be in writing (including email) and shall be deemed to have been given if delivered in person to the representative of the other Party, sent by registered post or email to the other Party at the address or email address specified in Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant or other address or email address as may be notified by a Party to the other Party.

16. Amendment

Red Ant reserves its right to amend, change, add, and remove any part of these General Terms and Conditions of Merchant contracts in accordance with business reason and necessity of Red Ant at Red Ant’s sole discretion. Red Ant shall notify Merchant of the amendment within a reasonable period, by the method determined by Red Ant (including email, Red Ant Application, and Merchant Application). However, Merchant agrees that Merchant is obliged to monitor and examine the amendment details of General Terms and Conditions of Merchant Contract through the term of this Contract.

17. Governing Law

• 17.1 Terms and conditions of Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant shall be governed by and construed in accordance with the laws of Cambodia.
• 17.2 The Parties agree to use their best effort to amicably resolve the dispute, controversy or any claim under or in connection with Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant through the negotiation with good faith. In the event that the Parties fail to resolve the dispute within thirty (30) days (or other period as mutually agreed by the Parties) from the date that any Party serves written notice of the dispute, controversy or any claim, the Parties agree to submit such dispute to the court of Cambodia.

18. Privacy Policy

• 18.1 BACKGROUND_LOCATION : We collect precise location data (including GPS and network-based) from your device to provide core merchant features, such as real-time order tracking, driver assignment, and service optimization in the Red Ant Merchant App. This includes background location access when the app is closed or not in use, to ensure timely delivery notifications.

  • 18.1.1 How We Use It : To match you with nearby drivers, verify merchant locations, and improve service efficiency. We do not use location for advertising or unrelated purposes.
  • 18.1.2 Sharing : Location data is shared only with Red Ant affiliates, drivers, and trusted service providers for order fulfillment. It is not sold to third parties.
  • 18.1.3 Retention : Location data is retained for 30 days after order completion or as required by law.
  • 18.1.4 Security : Data is encrypted during transmission and storage using industry standards (e.g., AES-256).
  • 18.1.5 Your Choices : You can revoke location access in device settings or app permissions. To request deletion, email info@red-ant.app or Phone Number: (855) 98 668 669 | (855) 23 666 6696. We comply with applicable laws like Cambodia's data protection regulations.