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

1. Definitions and Interpretation
2. Engagement and Stages
3. Analysis and Mapping
4. Data Cleansing
5. Mock Migrations and Reconciliation
6. Cut-Over, Go/No-Go and Rollback
7. Acceptance and Post-Migration Support
8. Client's Responsibilities
9. Access and Security
10. Deletion of Copies
11. Changes
12. Fees and Payment
13. Personal Data
14. Confidentiality
15. Warranties and Liability
16. Force Majeure
17. Termination
18. Notices
19. Governing Law and Disputes
20. General

• A data migration 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 fee. On the 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 fee is in …, convert it to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount.
• The Provider pays the duty (Clause 12.4). 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 Provider in Thailand for this work normally withholds 3% and issues a withholding tax certificate (Clause 12.4). Payments to a Provider abroad follow different rules; ask an accountant before the first payment, especially because the Client has agreed to gross up.

• The people who use the data every day should review the Mapping Specification before you approve it (Clause 3.2). Decisions about history, duplicates and conflicting records are the Client's (Clause 3.3).
• You chose to cleanse the data yourself. Schedule staff time to fix the defects in the Provider's reports before the final Mock Migration (Clause 4.1).- The Provider cleanses the data under rules you approve. Ask for the change log so that every changed record can be traced (Clause 4.1).
• Take part in each Mock Migration. Ask your accountant or finance team to check the monetary Control Totals in each Reconciliation Report (Clause 5.2).

• Before the Freeze Period starts, confirm that a full backup of the Source System exists and that a test restore worked (Clause 6.2). Without a verified backup, a failed migration may be impossible to undo.
• Make sure the person who can make the Go/No-Go Decision is available throughout the Freeze Period, and that the Rollback steps are printed and understood (Clause 6.3).
• Tell customers and staff in advance about the Freeze Period of up to … hours.

• Review the final Reconciliation Report within … Business Days, or the migration is treated as accepted (Clause 7.3). Report errors found later within … days after Cut-Over.
• Keep the Source System read-only for at least … days after acceptance (Clause 6.2). Accounting records and tax documents must be kept for the periods required by Thai law; ask your accountant before you switch off or delete the old system or any data that was not migrated.
• Obtain the deletion certificate within 5 Business Days after the deletion, which must take place within … days after acceptance (Clause 10).

• The Client is the data controller and the Provider its processor (Clause 13.2). If the Staging Environment in … is outside Thailand, check that the transfer meets the Personal Data Protection Act rules on cross-border transfers before the first Mock Migration.
• Use the migration to delete personal data that you no longer need. Data you keep must still have a lawful basis.

• 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, the approved Mapping Specification, the Cut-Over Plan, every Reconciliation Report, the Go/No-Go record, the deletion certificate, invoices and transfer slips.

• A Thai court works in Thai. English documents and reports must be filed with a certified Thai translation.
• Paying by milestones that follow successful reconciliation 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-D1FF3C. If you reuse this content, please credit the author and link to the original.