Terms and Conditions
Ideapointer Co., Ltd.
(Thailand)
1. Definitions
- “Company” refers to Ideapointer Co., Ltd., incorporated under the laws of Thailand, having its registered office in Bangkok, Thailand.
- “Client” refers to any individual or legal entity that engages the Company for consulting services.
- “Services” means business consulting, IT consulting, advisory, project management, system development, or any other services provided by the Company.
- “Agreement” means these Terms and Conditions, together with any proposal, work order, or service agreement signed by the parties.
2. Scope of Services
- The Company provides professional consulting services in business, management, technology, and IT solutions.
- Specific scope, deliverables, fees, and timelines shall be defined in a written proposal, quotation, or service agreement accepted by the Client.
3. Engagement and Fees
- Services are provided on either a time-and-material basis or a fixed-price project basis, as agreed in writing.
- The Client agrees to pay all fees, charges, and applicable taxes in accordance with the agreed payment terms.
- Invoices are payable within 30 days unless otherwise stated. Late payment may incur interest at 1.5% per month or the maximum allowed by law.
4. Client Responsibilities
- The Client shall provide accurate and complete information necessary for the performance of Services.
- The Client shall ensure timely cooperation, including access to personnel, systems, facilities, and data as reasonably required by the Company.
- Delays caused by the Client may result in adjusted timelines and additional charges.
5. Confidentiality
- Both parties agree to keep confidential any non-public business, technical, or financial information obtained during the engagement.
- Confidentiality obligations shall survive for five (5) years after termination of the Agreement.
6. Intellectual Property
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Unless otherwise agreed in writing:
- Pre-existing intellectual property (IP) of each party remains with that party.
- Work products, reports, software, or deliverables created by the Company under this Agreement shall belong to the Client upon full payment of fees.
- The Company retains the right to use general knowledge, skills, and non-confidential methodologies developed during the engagement.
7. Data Protection
- The Company shall process any personal data in accordance with applicable Thai laws, including the Personal Data Protection Act B.E. 2562 (PDPA).
- The Client is responsible for ensuring it has the right to share personal data with the Company for the purpose of the Services.
8. Limitation of Liability
- The Company will exercise reasonable skill and care in providing Services.
- The Company shall not be liable for any indirect, incidental, consequential, or special damages (including loss of profits, revenue, or business opportunities).
- The Company’s total liability under any Agreement shall not exceed the total fees paid by the Client for the Services giving rise to the claim.
9. Termination
- Either party may terminate the Agreement with 30 days’ written notice.
- The Company may terminate immediately if the Client fails to pay fees when due, breaches confidentiality, or engages in unlawful activity.
- Upon termination, the Client shall pay for all Services performed and expenses incurred up to the date of termination.
10. Governing Law and Dispute Resolution
- These Terms and Conditions shall be governed by and construed under the laws of Thailand.
- Any dispute shall first be resolved by good faith negotiation. If unresolved, disputes shall be submitted to the Thai courts with jurisdiction over the Company’s registered office.
11. Miscellaneous
- These Terms and Conditions may be updated from time to time. The version in effect at the time of engagement shall apply.
- No waiver of any provision shall be valid unless made in writing and signed by both parties.
- If any provision is found invalid, the remaining provisions shall continue in full force.