What should a Software Licence Agreement include under Thai law?

1. Definitions and Interpretation
2. Licence
3. Restrictions
4. Open-Source and Third-Party Components
5. Delivery, Installation and Acceptance
6. Fees and Payment
7. Support and Maintenance
8. Licence Compliance and Audit
9. Licensee Data, Telemetry and AI Features
10. Warranties
11. Intellectual Property Indemnity
12. Limitation of Liability
13. Confidentiality
14. Term and Termination
15. Export Control and Compliance
16. Notices
17. Governing Law and Disputes
18. General

• No stamp duty is payable on the licence itself. A software licence is not listed in the Stamp Duty Schedule of the Thai Revenue Code.
• If the Licensor also charges separately for installation, configuration or custom work that produces a result, that part may be a hire of work (Instrument 4), with duty of 1 THB for every 1,000 THB of that fee. Keep such work in a separate quotation or agreement so the licence fee stays clearly separate.

• A fee for the right to use software is generally a royalty for Thai tax purposes. A Thai company or juristic person that pays it to a company carrying on business in Thailand normally withholds 3% and issues a withholding tax certificate (Clause 6.4). Support and maintenance fees are service fees; the usual rate for services is also 3%. Show licence and support fees as separate lines on invoices.
• If the Licensor is abroad, different withholding rules apply and a double tax treaty may reduce the rate, and a Thai Licensee may have to self-assess Thai VAT on the payment (Form P.P.36). Ask an accountant before the first payment, especially because you ticked gross-up, so the Licensee bears the withholding tax on top of the fees.

• Test the Software within … Business Days after installation and send a written list of non-conformities (Clause 5.2). Using the Software in live production counts as acceptance (Clause 5.3), so run tests on a test environment.
• The Warranty Period of … days starts at Acceptance (Clause 10.2). Report defects in writing within that period.
• A click-to-accept licence shown during installation does not replace this Agreement (Clause 18.1). Keep a copy of this Agreement with the licence keys.

• The licence covers … … until (calculated by the system from the figures entered) (Clause 2.1). Assign named users, or limit installations, before rollout, and keep your own count.
• The Licensor may ask once a year for a signed usage certificate and may verify use on 10 Business Days' notice (Clause 8). Excess use is settled by buying licences at the agreed prices — there is no penalty, but ignoring an audit is a breach that can end the licence.
• Under Thai copyright law, renting out a computer program or letting others use copies is an exclusive right of the owner (Copyright Act B.E. 2537 (1994) section 15). Providing the Software to third parties as a hosted service is outside this licence (Clause 3.1(b)).

• Check that Schedule 1 lists all open-source components and their licences. The Licensor promises that the Licensee will not have to publish its own code or data because of them (Clause 4.2).
• The Software may send only licence validation and technical usage data, as described in the Documentation (Clause 9.2). Ask for that description before installing it on systems that hold customer data.
• AI features must be documented, must not train any model on the Licensee's data, and can be switched off (Clause 9.3). Staff should review AI outputs before acting on them.

• When the Licensor's staff access your systems remotely, they act as your data processor for any personal data they can see (Clause 7.4). The Personal Data Protection Act requires a processor to act only on the controller's instructions, keep the data secure and report breaches (section 40). The controller must notify the Personal Data Protection Committee of a breach within 72 hours in most cases (section 37), which is why the Licensor must report within 48 hours.
• Give remote access only through an approved method, and close it after each support request.

• Software with encryption or other controlled technology may need an export licence under the law of the Licensor's country, and must not be made available to sanctioned countries or persons (Clause 15.1). Ask the Licensor for its export classification before delivery across borders.

• A company should sign through the director or directors authorised in its latest company affidavit or, for a foreign company, the equivalent document from its home country. Clause 18.6 allows electronic signatures and signed PDF copies.
• Keep the signed Agreement, Schedules, licence keys, acceptance emails, usage certificates and invoices together.

• A Thai court works in Thai. A Party that relies on this Agreement, or on English emails and documents, must file a Thai translation certified as accurate. Software copyright disputes are heard by the Central Intellectual Property and International Trade Court.
• If the Licensor is abroad and has no assets in Thailand, a Thai judgment may be hard to enforce. Paying the Licence Fee only after Acceptance (Clause 6.1) protects the Licensee.

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-1E4351. If you reuse this content, please credit the author and link to the original.