What should a Last-Mile Delivery and COD Collection Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Services
3. Parcels and Prohibited Items
4. Pickup and Acceptance
5. Delivery and Proof of Delivery
6. Failed Delivery and Returns
7. COD Collection and Remittance
8. Reconciliation and Shortages
9. Fees and Payment
10. Taxes and Stamp Duty
11. Liability for Parcels
12. Courier Personnel
13. Personal Data
14. Confidentiality
15. Limitation of Liability
16. Force Majeure
17. Term and Termination
18. Notices
19. Governing Law and Disputes
20. General

• Parcel delivery is stamped here as a hire of work (Instrument 4 of the Stamp Duty Schedule), on the Contract Value (Clause 10.3). Duty is 1 THB for every 1,000 THB or part of 1,000 THB. 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. The Courier pays it. If the Fees actually received exceed the Contract Value, more duty becomes payable when they are received.
• Because the Courier also collects money as the Merchant's agent, a small fixed duty for the appointment of an agent may apply (Instrument 21: 10 THB for a specific appointment, 30 THB for a general one, paid by the principal). Ask your accountant whether it applies.
• If the Contract Value is 1,000,000 THB or more, the duty must be paid in money to the Revenue Department instead of by affixing stamps. 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 (Revenue Code section 118).

• Carriage of goods within Thailand is generally exempt from VAT, but some parcel services and add-ons may be treated as services subject to VAT. Check with your accountant how the Courier's invoices should be taxed (Clause 10.1).
• A Thai company or juristic person that pays delivery charges to a Thai carrier normally withholds 1% (Revenue Department Order Tor.Por. 4/2528, clause 12/4).
• COD Amounts are your sales revenue, not the Courier's income. Record each sale when the Recipient pays, not when the Courier remits.

• The money a Recipient pays belongs to you from the moment it is paid, and the Courier carries the risk until it reaches your account, including robbery and counterfeit notes (Clauses 7.1 and 7.2).
• Reconcile every Remittance Statement against your orders and dispute any error within 30 days (Clause 8.1). Shortages must be paid within 5 Business Days after they are established (Clause 8.2).
• You allowed the Courier to deduct undisputed invoiced Fees from remittances (Clause 7.6). Check each deduction against the invoice.The Courier must remit COD Amounts in full and invoice its Fees separately (Clause 7.6).
• Protect your bank account details. Accept a change of the account in Clause 7.4 only by a signed amendment, and never because of an email alone.

• Hidden damage must be notified in writing within … days after delivery (Clause 11.4). The standard limit per Parcel is …; declare a higher value for valuable Parcels and pay the valuation fee (Clause 3.4).
• Claims against a carrier for lost, damaged or late goods may become time-barred as soon as one year after delivery, and Thai law does not allow the parties to extend this period by contract. Pursue unresolved claims promptly.
• A Parcel for which the Courier cannot produce a proper Proof of Delivery within 3 Business Days is treated as lost (Clause 5.4). Ask for the Proof of Delivery as soon as a customer says a Parcel did not arrive.

• You are the data controller of your customers' data, and the Courier is your data processor (Clause 13). The Personal Data Protection Act requires a processing agreement of this kind (section 40). If a breach occurs, you may have to notify the Personal Data Protection Committee within 72 hours (section 37), which is why the Courier must tell you within 48 hours.
• Tell your customers in your privacy notice that their name, address, telephone number and delivery photographs are shared with your delivery partner.

• The riders work for the Courier, not for you (Clause 12). Do not give them orders about working hours or pay; deal with problems through the Courier.

• A company should sign through the director or directors authorised in its latest company affidavit, with the company seal if the affidavit requires one.
• Keep the signed Agreement, pickup manifests, Proofs of Delivery, Remittance Statements, invoices and payment slips.
• A Thai court works in Thai. A Party that relies on this Agreement or on English documents in a Thai court must file certified Thai translations.

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-16AE59. If you reuse this content, please credit the author and link to the original.