What should a Data Annotation Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Services
3. Guidelines and Queries
4. Annotators
5. Annotator Welfare for Harmful Content
6. Quality Control and Acceptance
7. Fees and Payment
8. Taxes
9. Security of Client Data
10. Personal Data
11. Ownership and Return of Data
12. Confidentiality
13. Warranties
14. Liability
15. Compliance
16. Force Majeure
17. Term and Termination
18. Notices
19. Governing Law and Disputes
20. General

• Annotation for a fee 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 estimated total fees 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 estimated total to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount.
• The Vendor pays the duty, and additional duty if the fees actually received exceed the estimate (Clause 8.3). If the Agreement is signed electronically, pay through the Revenue Department's e-Stamp Duty system within 15 days after signing.

• A Thai company paying a Vendor in Thailand normally withholds 3% on hire-of-work fees and issues a withholding tax certificate (Clause 8.2). Payments to or from abroad follow different rules; ask an accountant before the first payment, especially because the Client has agreed to gross up.

• Send the Guidelines (…) with clear examples of correct and incorrect labels (Clause 3.1). Run a small pilot Batch and fix the Guidelines before large volumes start.
• Agree who answers the Vendor's questions and keep the question log up to date; confirmed answers become part of the Guidelines (Clause 3.2).
• Prepare Gold Items with confirmed answers to mix into Batches. They make quality checks objective.

• Draw the QA Sample at random, at least …% of each Batch, and give the Vendor the reason for every rejected Item by reference to the Guidelines (Clause 6.2). Without reasons, the Vendor can dispute the result (Clause 6.5).
• Check each Batch within … Business Days, or it is treated as accepted (Clause 6.3).

• Tell the Vendor in writing, before each Batch, what kinds of disturbing content it may contain, and mark those Items where you can (Clause 5.1).
• Never send material whose possession is a crime, such as sexual material involving children. If any is found, stop, do not copy or forward it, and report it as the law requires (Clause 5.3).

• The Annotators are the Vendor's staff. Give instructions about the work through the Vendor's project lead, not directly to individual Annotators about their hours or conditions, so that you do not become their employer under Thai labour law (Clause 4.1).
• Images of faces, voice recordings and messages are personal data. Check that you have a lawful basis for using them to build AI, and do not allow access from outside Thailand unless you have approved it and the transfer meets the Personal Data Protection Act (Clause 10.2).
• At the end of the project, collect the final export and the Vendor's written confirmation that all copies have been deleted (Clause 11.2).

• A company should sign through the director authorised in its latest company affidavit and affix the company seal if required. For a foreign company, ask for a recent certificate of incorporation and evidence of the signatory's authority.
• Keep the signed Agreement, every version of the Guidelines, the question log, QA results for each Batch, invoices and the deletion confirmation.

• A Thai court works in Thai. English documents must be filed with a certified Thai translation.
• If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. Monthly invoicing for accepted Batches keeps the amount at risk small for both Parties.

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-2799A3. If you reuse this content, please credit the author and link to the original.