What should a Master Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Framework and Statements of Work
3. Term of this Agreement
4. Governance
5. Change Control
6. Supplier's Obligations and Personnel
7. Client Dependencies and Acceptance
8. Fees, Rate Card and Invoicing
9. Taxes
10. Intellectual Property
11. AI Tools
12. Warranties
13. Insurance
14. Confidentiality
15. Personal Data and Security
16. Non-Solicitation
17. Warranty Period and Remedies
18. Indemnities
19. Limitation of Liability
20. Force Majeure
21. Termination
22. Notices
23. Governing Law and Disputes
24. General

• This Agreement holds the legal terms. Nothing is ordered until both Parties sign a Statement of Work (SOW) in the form of Schedule 1 (Clause 2.1). Number each SOW and keep it with this Agreement.
• A SOW cannot quietly override the legal terms. If a project needs a different rule, for example a higher liability cap, the SOW must name the clause it changes (Clause 2.4).
• Change Requests are how scope creep is priced. Do not start extra work on a chat message; get the Change Request approved by the person authorised in the SOW (Clause 5.3).
• Expiry of this Agreement does not end a SOW in progress (Clause 3.2). This Agreement renews every year unless notice of non-renewal is given … days before the end of the current period.This Agreement ends after … years; renew it in writing before then if more projects are expected.

• A signed SOW with a price is a hire of work (Instrument 4 of the Stamp Duty Schedule), and the Supplier pays the duty: 1 THB for every 1,000 THB or part of 1,000 THB of the SOW Fees (Clause 9.3). This Agreement on its own states no price, so the duty follows each SOW.
• For the first SOW in Schedule 3, 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.convert its estimated Fees to Thai Baht at the exchange rate on the date of signing and calculate the duty on that amount.
• For time and materials, stamp the SOW on its estimate and pay additional duty if the Fees actually received exceed it. If a SOW is signed electronically, pay the duty through the Revenue Department's e-Stamp Duty system within 15 days after signing.
• An unstamped SOW cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid.

• Thai Supplier, foreign Client: the Fees are taxable income of the Supplier in Thailand. The Client's country may require withholding; a double tax treaty often reduces it. Ask for the certificate (Clause 9.2) so that the tax can be credited. A VAT-registered Supplier whose services are performed in Thailand and used abroad may be able to apply VAT at 0% if the Revenue Department's conditions and documents are met.
• Thai Client, foreign Supplier: the Client usually has to withhold Thai tax on fees paid abroad and may have to self-assess VAT on services used in Thailand. Take accounting advice before the first payment, especially because you ticked gross-up.
• Both in Thailand: a Thai company normally withholds 3% of service fees and issues a certificate.

• Instructions go to the Supplier's project lead, not to individual staff (Clause 6.4). If the Client manages the Supplier's people as if they were its own staff in its core business, Thai labour law may treat the Client as their employer (Labour Protection Act section 11/1), with liability for their wages and severance.
• Foreign personnel of the Supplier working in Thailand need their own work permits, arranged by the Supplier.

• Unless a SOW says otherwise, the Client owns Deliverables once paid, and the Supplier keeps its reusable Supplier Tools with a licence to the Client (Clause 10). A transfer of copyright must be in writing and signed by both Parties, so make sure every SOW is signed, not only agreed by email.- Unless a SOW says otherwise, the Supplier owns the Deliverables and the Client receives a permanent licence once paid (Clause 10.2). If the Client needs to own a particular Deliverable, say so in its SOW.
• Check open-source licences before software is delivered (Clause 10.4). A "copyleft" licence can require publication of the Client's own code.
• AI Tools may be used only under Clause 11: no training on the Client's data, human review, and disclosure on request. A synthetic voice or likeness of a real person needs that person's separate written consent.
• Remove the Supplier's access to your systems the day a SOW ends (Clause 21.6(e)).

• Where a SOW says the Supplier processes personal data for the Client, the Client is the controller and the Supplier the processor (Clause 15.3). The Personal Data Protection Act requires a written processing arrangement of this kind (section 40) and restricts transfers abroad (sections 28 and 29). The controller must usually notify the regulator of a breach within 72 hours (section 37), which is why the Supplier must report within 48 hours.
• State in each SOW what data is processed and where. Remote access from another country counts as a transfer.

• Late payment interest is agreed at …% per year. The statutory rate for money debts is 5% per year, and a Thai court may reduce an agreed rate that is excessive.
• Liability is capped per SOW (Clause 19.2), but not for confidentiality, personal data, fraud, gross negligence or personal injury (Clause 19.3).
• Keep this Agreement, every signed SOW and Change Request, acceptance notices, time records, invoices, withholding certificates and payment slips together. Written approval by the right person is what proves a change.

• Each Party signs through its authorised director, as shown in its company affidavit or home registration document. Clause 24.8 allows electronic signatures and signed PDF copies for this Agreement and every SOW.
• A Thai court works in Thai, so a Party relying on this Agreement in court must file a certified Thai translation. If the other Party has no assets in Thailand, an arbitral award is easier to enforce abroad than a Thai judgment, but short payment terms and the right to suspend work (Clause 8.4) usually protect a Supplier better than any 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-41C001. If you reuse this content, please credit the author and link to the original.