Terms of Service

Order of precedence of documents: where the following documents conflict, they apply in this order (1) the Order Form, quotation, or individually signed agreement, in respect of the conflicting part only; (2) the Data Processing Addendum (DPA); (3) these Terms; and (4) the Privacy Notice

1. Definitions

1. "the Service" means the Provider's online ERP software, including the related functions and services corresponding to the package subscribed to by the Customer.
2. "Customer Data" means the business data and other data entered into the system by the Customer.
3. "Order Form" means the purchase document, quotation, or individual agreement agreed upon by the parties, specifying the package, the fees, and the relevant conditions.
4. "Subscription Fee" means the fee for use of the system for a Subscription Term, excluding Customization fees, installation fees, training fees, consulting fees, or one-time service fees.
5. "Power User" means the principal contact designated by the Customer to coordinate with and administer the account with the Provider.
6. "Confidential Information" means information disclosed by one party to the other which, by its nature or by designation, is confidential, including business, technical, and pricing information and Customer Data, but excluding information falling within the exceptions set out in Clause 9.
7. "Subscription Term" means the service period specified in the Order Form, the standard term being 12 months unless otherwise agreed.

2. Provision of the Service

1. The Provider shall use reasonable efforts to provide the Service continuously and in a manner appropriate to the nature of the Service.
2. The Service may be temporarily unavailable due to maintenance, system improvements, force majeure, or causes attributable to external service providers.
3. Certain parts of the Service may connect to third-party systems, such as banks, online platforms, or API providers, and the Provider does not warrant the availability of, or any changes to, such services.
4. The Provider may improve or modify the functions of the Service, provided that it shall not materially diminish the core functionality for which the Customer has paid within that Subscription Term, except where necessary for security, compliance with the law, technological changes, or changes to third-party services.

3. User Accounts and Obligations of the Customer

1. The Customer shall provide accurate and current information for registration and use of the Service, and shall promptly notify the Provider of any change of Power User.
2. The Customer shall control the account access rights of users within its organization and shall be responsible for the use made by such users.
3. The Customer shall ensure that it has the rights, licenses, legal bases, and notifications or consents necessary for the data it enters into the system.
4. The Customer shall use the Service for lawful business purposes and shall not:
   • circumvent or breach the technical limitations of the system
   • modify, adapt, or create derivative works from the software, reverse engineer it, or attempt to access its source code
   • access the data of other customers without authorization
   • use the Service in a manner that may cause harm to the system or to other users
   • enter into the system any data that infringes the law or the rights of any other person
   • resell the Service or allow any other person to use it without the Provider's authorization
5. The Provider reserves the right to audit the volume and nature of account usage in order to ensure conformity with these Terms and the subscribed package. If use in breach of the conditions or unauthorized account sharing is found, the Provider shall be entitled to charge additional fees at the rates specified in the Order Form or the relevant quotation.

4. Customer Data

1. The Customer remains the owner of Customer Data and is responsible for the accuracy, completeness, and lawfulness of the data entered into the system, including accounting, tax, financial, product, customer, and employee data.
2. The Customer grants the Provider permission to store, copy, process, and transmit Customer Data to the extent necessary to provide the Service, administer the system, maintain security, resolve problems, and comply with these Terms.
3. The Provider may use system usage data to compile statistics and analyze the performance of the Service, provided that the data so used or disclosed shall be in a form that cannot identify the Customer or any individual.
4. The Provider shall implement appropriate data backup and security measures. Nevertheless, the Customer should also retain its own copies of its important data. This provision does not exclude the Provider's liability in the event of data loss arising from the Provider's willful misconduct or gross negligence.
5. The export and retention of data after termination of the Service shall be governed by Clause 11.

5. Processing of Personal Data

1. With respect to the personal data of registrants and account users, such as the Power User, account administrators, and billing information, the Provider acts as the data controller for the purposes specified in the Privacy Notice.
2. With respect to personal data that the Customer enters into the system for the conduct of its business, such as data of the Customer's employees, customers, business partners, or contacts, the Customer is the data controller and the Provider acts as data processor in accordance with the Customer's instructions.
3. Processing in the capacity of data processor shall be governed by the Data Processing Addendum (DPA), which forms part of these Terms and prevails over this Clause 5 only to the extent of any conflict or inconsistency.

6. Support and System Access

1. The Provider shall provide technical support through the channels and during the hours specified in the relevant package or agreement.
2. In certain cases, the Provider's personnel may need to access the system or remotely control the Customer's machine in order to resolve problems. In such cases, the Provider shall first request the Customer's permission, shall limit such access to what is necessary for the provision of the Service, and shall apply appropriate data security measures.

7. Fees and Payment

1. Fees shall be as set out in the Order Form or the relevant quotation, and the standard Subscription Term is 12 months unless otherwise agreed.
2. Renewal shall be governed by the conditions set out in the Order Form, and the Provider shall give reasonable advance notice of the renewal conditions and the applicable fees.
3. Upgrading the Service during a Subscription Term may incur additional fees.
4. Fees are exclusive of value added tax and other applicable taxes, for which the Customer is responsible. If the Customer is required by law to withhold tax at source, the Customer shall deliver a withholding tax certificate to the Provider within the period prescribed by law.
5. Fees already paid are non-refundable, unless otherwise required by law, or where the Customer terminates the agreement due to a material breach of these Terms by the Provider under Clause 12.
6. If the Customer has fees that are due and payable and not disputed in good faith, the Provider may suspend all or part of the Service after giving not less than 7 days' prior written notice and the Customer has still not paid within such period.

8. Intellectual Property

1. The software, the system, the website, the User Interface, trademarks, product names, and all elements of the Service are the property of the Provider or of the Provider's licensors.
2. The Customer receives only the right to use the Service in accordance with these Terms for the duration of its right to use the Service, and receives no transfer of ownership or intellectual property rights in the software. The Customer remains the owner of Customer Data.
3. Suggestions or feedback provided by the Customer to the Provider may be used to develop and improve the Service without any additional compensation.

9. Confidentiality

1. Each party shall keep the other party's Confidential Information confidential, use it only to the extent necessary to perform the agreement, and not disclose it to third parties, except to personnel, advisors, or contractors who need to know and who are bound by obligations of confidentiality.
2. This obligation does not apply to information that is in the public domain, information lawfully received from a third party, information independently developed by the receiving party, or information required to be disclosed by law or by order of a competent authority.
3. The confidentiality obligation shall remain in effect throughout the term of the agreement and for a further 3 years from the date of its termination, except for trade secret information, which shall be protected for so long as it retains its status as a trade secret.
4. Upon termination of the agreement, or upon request, the receiving party shall return or destroy the Confidential Information in its possession to a reasonable extent, except for information that must be retained by law or under routine data backup systems.

10. Warranties and Limitation of Liability

1. The Provider shall provide the Service with reasonable care and skill, but does not warrant that the Service will be error-free or that it will meet the Customer's particular purposes in every case.
2. To the extent permitted by law, the Provider's maximum aggregate liability arising out of or in connection with the use of the Service, whether in contract, tort, or on any other basis, shall not exceed the Subscription Fee actually paid by the Customer to the Provider during the 12 months preceding the date on which the event giving rise to the claim occurred, excluding Customization fees, installation fees, training fees, consulting fees, or one-time service fees.
3. To the extent permitted by law, neither party shall be liable for indirect damages, loss of profits, revenue, or business opportunity, or consequential damages arising from the use of the Service.
4. The limitations and exclusions in this Clause do not apply to liability that may not be limited or excluded by law, including liability arising from willful misconduct or gross negligence.
5. Where the parties have agreed a service level agreement (SLA) in writing, the remedies specified in the SLA (such as service credits) shall constitute the sole and exclusive remedy for any failure of the system to meet such standards.

11. Data After Termination of the Service and Indemnification

1. After termination of the Service, the Provider shall enable the Customer to export Customer Data in the standard formats supported by the system, within 60 days from the date on which the Service terminates.
2. The Provider shall not delete or destroy Customer Data while there is an unresolved dispute between the parties relating to such data, and shall give the Customer reasonable notice before deleting the data upon expiry of the export period.
3. Upon expiry of the export period and where no dispute remains outstanding, the Provider may delete, destroy, or anonymize Customer Data. The Provider may, however, continue to retain certain data for which it is the data controller to the extent necessary as specified in the Privacy Notice, such as for compliance with accounting and tax laws or for the resolution of disputes.
4. Indemnification: The Customer agrees to defend, indemnify, and hold harmless the Provider (including its affiliates, directors, executives, and employees) from any damages, fines, compensation, or expenses (including reasonable attorneys' fees) arising from third-party claims resulting from Customer Data infringing intellectual property rights, breaching personal data protection law, or from the Customer's use of the Service in contravention of these Terms.

12. Suspension and Termination of the Service

1. Either party may terminate the agreement if the other party materially breaches these Terms and fails to remedy the breach within 30 days from receipt of written notice.
2. The Provider may suspend or terminate the Service immediately where necessary to prevent serious harm, to maintain the security of the system, or to stop acts that are unlawful or that seriously infringe the rights of others.
3. If the Customer is the party in breach of the agreement such that the Service is terminated, the Customer shall not be entitled to any refund of fees, unless otherwise required by law.

13. Changes to these Terms

The Provider may update these Terms from time to time. Where a change materially affects the rights or obligations of the Customer, the Provider shall give not less than 60 days' prior notice, unless the law or security reasons require earlier action.

If the Customer does not accept a material change, the Customer has the right to terminate the Service before the effective date of the change. Continued use of the Service after the effective date of the change shall be deemed acceptance of the amended Terms by the Customer.

14. Force Majeure

Neither party shall be liable for any delay in or failure to perform these Terms arising from causes beyond its reasonable control, including natural disasters, disruption of infrastructure, the discontinuation of service by network providers or external systems, and orders of government authorities. However, force majeure does not include cases arising from that party's failure to implement reasonable security measures. If a force majeure event continues for more than 60 days, either party may terminate the agreement by written notice.

15. General Provisions

1. Survival: Provisions which by their nature are intended to survive termination of the agreement, including Clause 8 (Intellectual Property), Clause 9 (Confidentiality), Clause 10 (Limitation of Liability), Clause 11 (Data After Termination of the Service and Indemnification), and Clause 16 (Governing Law and Dispute Resolution), shall remain in effect.
2. Entire Agreement: These Terms, together with the Order Form, the DPA, and the Privacy Notice, constitute the entire agreement between the parties in respect of the Service and supersede any prior negotiations, offers, or communications (including sales documents or advertising materials) that conflict with or contradict these Terms.
3. If any provision is unenforceable, the remaining provisions shall remain in effect, and any failure or delay in exercising a right shall not constitute a waiver of that right.
4. The Customer may not assign its rights or obligations under these Terms without the Provider's consent, whereas the Provider may assign its rights or obligations to an affiliate or a transferee of its business, upon notice to the Customer.
5. General notices under these Terms — such as updates to these documents, changes to functionality, or changes to the list of Sub-processors — may be given by the Provider by publication on the Provider’s website or by an in-product announcement, and shall be deemed received by the Customer seven (7) days after publication. Notices that materially affect the Customer’s rights or obligations under Clause 13, suspension or termination under Clause 12, and notification of a personal data breach shall in addition be sent by email to the contact designated in the user account, and shall be deemed received on the business day following the date of transmission.
6. Notices from the Customer to the Provider shall be given by email to the address stated on the website or in the Order Form. The Customer is responsible for keeping the contact information in its user account current.
7. The Thai language version of these Terms is the governing version. If a version in another language is prepared and there is any conflict or inconsistency in wording, the Thai version shall prevail.

16. Governing Law and Dispute Resolution

These Terms are governed by Thai law. The parties shall first endeavor to resolve disputes through good faith negotiation. If they are unable to reach agreement, the dispute shall be subject to the jurisdiction of the competent Thai courts.