What should an AI Implementation and Automation Agreement include under Thai law?

1. Definitions and Interpretation
2. Engagement and Stages
3. Solution Design and Authority Matrix
4. Model Providers and Production Accounts
5. Safeguards
6. Testing and Acceptance
7. Go-Live and Hypercare
8. Nature of AI Output and Allocation of Responsibility
9. Client's Responsibilities
10. Changes
11. Support after Hypercare
12. Fees and Payment
13. Taxes
14. Intellectual Property and Outputs
15. Confidentiality
16. Personal Data and Security
17. Compliance with AI Laws and Guidelines
18. Warranties and Personnel
19. Liability
20. Force Majeure
21. Termination
22. Notices
23. Governing Law and Disputes
24. General

• An AI implementation project is a hire of work (Instrument 4 of the Stamp Duty Schedule). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the fees. On the Implementation Fee you entered, the duty on the original is the amount the system calculates from the figures entered, and each counterpart carries the amount the system calculates from the figures entered.Because the fees are in …, convert the Implementation Fee to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount. Each counterpart carries 5 THB, or 1 THB if the duty on the original is 5 THB or less.
• The Implementer pays the duty (Clause 13.3). Support fees are further fees for the same work; duty is due on them as they become payable. If the Agreement is signed electronically, pay through the Revenue Department's e-Stamp Duty system within 15 days after signing.
• An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge of up to six times the duty are paid.

• A Thai company that pays an implementer in Thailand for this work normally withholds 3% and gives a withholding tax certificate (Clause 13.2).
• Usage charges paid to a foreign AI model or cloud provider may carry Thai VAT that the Client must self-assess, and possibly withholding tax. Ask an accountant before the first payment, especially because the Client has agreed to gross up.

• Read Schedule 2 with the people who run the process every day. Anything that moves money, commits the business to a contract, deletes data or decides something important about a person needs a human approval step unless you deliberately decide otherwise (Clause 3.3).
• Ask the Implementer to show you how each control works in the system itself, not only in the prompt (Clause 3.5). Try to make the AI break its own rules during testing.
• Train the Human Approvers. An approval button that is always pressed without reading gives no protection, and the Client is responsible for approvals given by its staff (Clause 8.4).
• Keep the switch and the manual fallback procedure where the operations team can find them (Clause 5.5).

• Build the Acceptance Test Set from real customer questions, including difficult ones and attempts to trick the system (Clause 6.1). Keep the signed test results; they are your evidence of what was accepted.
• Using the AI Solution with real customers counts as acceptance (Clause 6.5). Do not go live until you have reviewed the results.
• If the Model Provider announces a new model or retires the current one, ask for a re-test (Clause 4.4).

• Keep the Model Provider, cloud and channel accounts in the Client's name, with owner rights held by the Client (Clause 4.1). Turn on spending alerts.- The Implementer operates the accounts for the Client, but the Client must always have administrator access and can ask for the accounts to be transferred within 5 Business Days (Clause 4.1). Check that access at least once a month; if the Implementer's account is closed, the AI Solution may stop.
• The Implementer recharges usage at cost up to … a month. Ask for copies of the provider invoices with each recharge (Clause 4.3).
• Check each Model Provider's business terms: whether inputs are used for training, how long they are kept, and where they are processed (Clause 4.2).

• The Client is the data controller and the Implementer is its processor (Clause 16.2). Update your privacy notice to explain that customers may talk with an AI system and how their messages are used.
• If data is processed outside Thailand (…), check before Go-Live that the transfer meets the Personal Data Protection Act rules on cross-border transfers (Clause 16.3). The controller must notify the Personal Data Protection Committee of most breaches within 72 hours, which is why the Implementer must report to the Client within 48 hours.
• Do not let the AI collect health, biometric or other sensitive data unless you have explicit consent or another lawful basis (Clause 16.4).

• Thailand does not yet have an AI-specific law in force, but draft laws and official guidelines are being developed, and customers abroad may be subject to their own rules. Clause 17 requires both Parties to follow new rules when they apply. Review the Authority Matrix each year.

• A company should sign through the director authorised in its latest company affidavit and affix the company seal if the affidavit requires it. For a foreign company, ask for a recent certificate of incorporation and evidence of the signatory's authority.
• Keep the signed Agreement, the approved Solution Design, every approved version of the Authority Matrix, the test results, the weekly Hypercare reports, invoices and transfer slips.

• A Thai court works in Thai. English documents must be filed with a certified Thai translation. Budget for this cost.
• If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. Paying by stages that match accepted work protects both Parties better than a lawsuit.

Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-72BBAA. If you reuse this content, please credit the author and link to the original.