What should a Returns Management Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Engagement and Services
3. Term and Renewal
4. Custody of Merchant Stock
5. Disposition of Returned Items
6. Resale for the Merchant
7. Service Levels and Reporting
8. Reconciliation
9. Merchant's Obligations
10. Fees and Payment
11. Taxes
12. Personal Data
13. Confidentiality
14. Warranties and Indemnities
15. Limitation of Liability
16. Force Majeure
17. Termination
18. Consequences of Termination
19. Notices
20. Governing Law and Disputes
21. General

• Write the Disposition Rules in Schedule 2 in detail and give the Provider your product list with unit costs (Clause 9.1). The Provider decides only by those rules, and must ask you about items worth more than … or not covered by the rules (Clause 5.2).
• Check that the Provider holds the licences its business needs. A business that stores goods for others as a trade may need a warehouse licence, and waste collectors, recyclers and destruction facilities need their own permits (Clause 14.2). Ask for copies.
• Visit the Facility before the first shipment and agree how returned parcels will be addressed, labelled and matched to your Return Authorisations (Clause 2.2).

• Returned Items stay your property (Clause 4.1). The Provider holds them for payment, so it must take the care of a professional operator (Civil and Commercial Code section 659), and it credits you with your unit cost for any item lost or damaged in its custody (Clause 4.3).
• Read the monthly Reconciliation Report and raise any difference within 10 Business Days (Clause 8.2). Differences that are not raised quickly become hard to prove.
• The Provider may not hold your stock for a disputed invoice. It may hold stock only for an undisputed amount unpaid 30 days after a written demand, and only up to the value of that amount (Clause 10.5).

• You, not the Provider, decide and make refunds to Customers (Clause 2.3). Consumers who buy online in Thailand can generally cancel within at least 7 days after receipt, and the refund period runs from their cancellation notice, so do not delay refunds while waiting for the inspection result if the law requires you to refund earlier.
• Review suspected fraud reports (Clause 5.3) quickly and decide consistently. Rejecting a genuine consumer return because of a disputed inspection can lead to complaints to the Office of the Consumer Protection Board.

• Ask for a certificate of destruction or recycling for every batch (Clause 5.6), and make sure branded goods marked for destruction are not resold. Batteries, electronics and chemicals must go to licensed recyclers.
• Returned phones, computers and smart devices may still contain the Customer's personal data. The Provider must erase it to a recognised standard before the device is restocked, resold, donated or recycled (Clause 5.8).

• The Provider sells graded items in its own name for your account, as your commission agent (Clause 6 and Civil and Commercial Code section 833). It is the seller to its buyers, must describe each item's grade and defects truthfully, and must not sell below the minimum prices in Schedule 2.
• Money from those sales belongs to you, less the commission of …% and actual fees, and must be paid monthly with a report (Clause 6.3). An agent that uses such money for itself must pay interest on it (section 811).
• A business that regularly sells second-hand or returned goods may need a second-hand goods trading licence. The Provider should check its position.

• You are the data controller of Customer data, and the Provider is your data processor (Clause 12.2). The Personal Data Protection Act requires this written agreement (section 40). Shipping labels, invoices and personal notes found in parcels must be destroyed once the needed details are recorded.
• A data breach must generally be reported to the Personal Data Protection Committee within 72 hours (section 37(4)), which is why the Provider must tell you within 48 hours.

• This Agreement is mainly 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 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. The Provider pays this duty (Clause 11.3), and must pay more if the fees actually received exceed the Contract Value.
• Because Clause 6 appoints the Provider as your agent for resales, the Agreement may also carry stamp duty as an appointment of an agent (Instrument 21): 10 THB for a specific matter or 30 THB for general authority, paid by the Merchant. Paying 30 THB is the cautious choice.
• If the Contract Value is 1,000,000 THB or more, the duty on the hire of work must be paid in money to the Revenue Department instead of by affixing stamps. If the Agreement is signed electronically, pay through the e-Stamp Duty system before signing or within 15 days after signing.
• An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid (Revenue Code section 118).

• A Provider registered for VAT charges VAT on the Fees (Clause 11.1). A Thai company paying service fees to a Provider in Thailand normally withholds 3% and gives the certificate (Clause 11.2). For a Provider abroad, ask an accountant before the first payment, especially because you ticked gross-up.
• Goods returned from customers abroad may be subject to import duty and VAT when they re-enter Thailand unless a relief applies. Agree with your customs broker how cross-border returns are declared.

• The signed Agreement with Schedules 1, 2 and 3, every update of the Disposition Rules, Reconciliation Reports, stock counts, certificates of destruction and data erasure records, resale reports, invoices and payment slips.

• A company should sign through its authorised director or directors. Clause 21.9 allows electronic signatures and signed PDF copies.
• A Thai court works in Thai. A Party that relies on this Agreement or English emails 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-32DD6C. If you reuse this content, please credit the author and link to the original.