What should a SaaS Subscription Agreement include under Thai law?

1. Definitions and Interpretation
2. Subscription
3. Customer's Responsibilities
4. Provider's Obligations
5. Service Levels and Service Credits
6. Fees, Price Changes and Payment
7. Taxes
8. Customer Data
9. AI Features
10. Data Protection
11. Intellectual Property
12. Exit and Return of Data
13. Warranties
14. Indemnities and Liability
15. Confidentiality
16. Term, Renewal and Termination
17. Force Majeure
18. Notices
19. Governing Law and Disputes
20. General

• A subscription to use software that the Provider hosts is not one of the instruments listed in the Stamp Duty Schedule, so this Agreement usually needs no stamp duty.
• If the Parties also agree separately priced set-up, data migration or customisation work that produces a finished result, that work may be a hire of work, which carries duty of 1 THB for every 1,000 THB of its price. Put such work in a separate agreement or a separate priced order so that the duty is easy to calculate.

• A Thai Provider registered for VAT charges VAT and issues a tax invoice (Clause 7.1).
• A Thai company paying a Thai Provider normally withholds tax at 3%. Whether the fee is treated as a service fee or as a fee for the right to use software can change the withholding rules, so ask the Provider how it invoices and check with an accountant.
• If the Provider is abroad, the Thai Customer may have to withhold income tax at a different rate, and may have to self-assess and pay VAT to the Revenue Department on the Provider's behalf (Clause 7.3). A double tax treaty may reduce the withholding. A foreign Provider that sells online services to people in Thailand who are not VAT-registered may itself have to register for VAT in Thailand. Ask an accountant before the first payment, especially because you ticked gross-up.

• The subscription renews for 12 months at a time unless a notice of non-renewal is received at least … days before the end of the current period (Clause 16.2). Put that deadline in your calendar even though the Provider must send a reminder.- The subscription ends at the end of the Initial Term unless you sign a written renewal (Clause 16.2). Start the renewal discussion early so that there is no gap in service.
• A price increase applies only from the next renewal period and only after … days' notice (Clause 6.2). If you do not accept it, give notice of non-renewal in time.

• Check Schedule 2 before signing. Each Sub-processor, including the AI model provider, receives Customer Data. Transfers of personal data outside Thailand must meet the conditions of the Personal Data Protection Act (sections 28 and 29).
• The Provider is your data processor (Clause 10). The Act requires a processor to act only on the controller's instructions, keep the data secure and report breaches (section 40). As the controller, the Customer must usually notify the Personal Data Protection Committee within 72 hours after becoming aware of a breach (section 37), so keep the Provider's breach notification time of … hours short.
• The Provider may not use your data to train any AI model (Clause 9.2).The Provider may use only de-identified, aggregated data to improve its own AI models; its AI model providers may not train on your data (Clause 9.2). Ask the Provider to show you the settings or contract terms with its AI model provider that prevent training.
• Human review of AI outputs is your responsibility for decisions that affect individuals, such as hiring, credit or medical triage (Clause 9.3).
• Turn on multi-factor authentication for all users and remove leavers promptly. Many incidents start with stolen passwords (Clause 3.1).

• Test the export function before you rely on the Service, and export your data regularly. After the Agreement ends you have … days to take a full export, and the Provider may not hold your data back because of a fee dispute (Clause 12).
• Ask for written confirmation of deletion after the Exit Period.

• A company should sign through the director or directors authorised in its latest company affidavit, with the company seal if required. For a foreign Provider, ask for evidence of the signatory's authority.
• Clause 20.1 says click-through terms shown when users log in do not override this Agreement. Keep the signed PDF and the version of Schedules 1 and 2 that you signed.
• Keep monthly availability reports, support tickets and credit claims. Claim service credits within 30 days after the month concerned (Clause 5.4).

• A Thai court works in Thai. English documents need a certified Thai translation. Budget for this cost.
• If the Provider has no assets in Thailand, a Thai judgment may be hard to enforce abroad. Paying monthly rather than yearly in advance limits what you can lose. An arbitral award is easier to enforce in other countries.

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-822B89. If you reuse this content, please credit the author and link to the original.