What should a Customer Support Outsourcing Agreement include under Thai law?

1. Definitions and Interpretation
2. Services
3. Onboarding
4. Conduct of the Services
5. Service Levels, Quality and Reporting
6. Escalation
7. Personnel
8. Systems, Security and Continuity
9. Customer Data and Personal Data
10. Use of AI Tools
11. Fees and Payment
12. Taxes
13. Intellectual Property and Confidentiality
14. Liability
15. Force Majeure
16. Term, Termination and Exit
17. Notices
18. Governing Law and Disputes
19. General

• Hand over a complete Knowledge Base: product facts, prices, delivery and return rules, approved answers, the refund limit of … per case, and escalation contacts with phone numbers (Clause 4 and Clause 6). The Provider can only be as accurate as the Knowledge Base.
• Create a named account on your helpdesk for each Agent and switch on multi-factor authentication (Clause 8.1). Never share one log-in among the team; you lose the audit trail.
• Update your privacy notice to Customers to say that support is handled by a service provider and that calls and chats are recorded.

• Chat replies within … minutes and email replies within … Service Hours are measured every month (Clause 5.1). Missed levels give service credits of up to …% of the month's Fees (Clause 5.4). Thai courts treat pre-agreed deductions like this as a penalty that they may reduce if excessive, so keep the cap moderate.
• Urgent complaints — legal threats, safety issues, fraud, data breaches, media — reach you within … minutes (Clause 6.1). Make sure someone on your side is actually reachable during the Service Hours.
• Tell the Provider about promotions and launches 30 days ahead (Clause 2.3), or the service levels will not apply to the extra volume.

• If the Services are performed in Thailand and form part of your business process, the Labour Protection Act may treat you as the employer of the Provider's Agents (section 11/1) and require that they receive fair benefits without discrimination compared with your own staff doing similar work. Keep the Agents under the Provider's supervision (Clause 7.1 and Clause 7.2) and check that the Provider complies with labour law.
• If the Client is itself a contractor that passes this work down to the Provider, it can be jointly liable for the Provider's unpaid wages and severance to the Agents (section 12). In every case, ask the Provider for evidence that it pays wages and social security contributions for its Agents.

• You are the data controller and the Provider your data processor (Clause 9). The Personal Data Protection Act requires the processor terms in Clause 9.2 (section 40). The Provider reports breaches within 24 hours so that you can notify the regulator within 72 hours where required (section 37).
• If the Provider or its Agents work from outside Thailand, Customer Data is being transferred abroad and the conditions in sections 28 and 29 apply.
• An AI chatbot must tell Customers that they are talking to an automated assistant and must pass them to a human on request (Clause 10.1). Misleading Customers about this can create liability under consumer protection rules.

• This Agreement is a hire of work (Instrument 4 of the Stamp Duty Schedule). The Provider pays duty of 1 THB for every 1,000 THB or part of 1,000 THB of the fees (Clause 12.3). On the Contract Value 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 Contract Value to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount. Additional duty is due if the fees received exceed the estimate, for example after renewal.
• If the Contract Value is 1,000,000 THB or more, the duty is paid in money to the Revenue Department instead of by stamps. For electronic signing, use the e-Stamp Duty system within 15 days after signing.

• Thai Client, Thai Provider: a Thai company normally withholds 3% of service fees and issues a certificate.
• Foreign Client, Thai Provider: the fees are the Provider's taxable income in Thailand; the Client's country may require withholding, often reduced by a double tax treaty. A VAT-registered Provider whose services are performed in Thailand for a Client abroad may be able to apply VAT at 0% if the Revenue Department's conditions are met. You ticked gross-up, so the Client bears any withholding on top of the Fees.
• Thai Client, foreign Provider: the Client usually withholds Thai tax on the fees and may have to self-assess VAT. Take accounting advice before the first payment.

• Plan the exit on day one. On termination the Client may ask the Provider to continue for up to 60 days while support moves (Clause 16.6), and the Provider must hand over open Contacts and its Knowledge Base improvements.
• Disable all Agent accounts on the last day and ask for written confirmation that Customer Data has been deleted.

• Each Party signs through its authorised signatory. Clause 19.7 allows electronic signatures and signed PDF copies.
• Keep the monthly reports, quality reviews, escalation logs, invoices and payment slips; they are your evidence if the service levels are disputed.
• A Thai court works in Thai, so a Party relying on this Agreement in court must file a certified Thai translation.

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-4244BB. If you reuse this content, please credit the author and link to the original.