What should a Systems Integration and Implementation Agreement include under Thai law?

1. Definitions and Interpretation
2. Scope and Responsibility for the Solution
3. Third-Party Products and Vendors
4. Multi-Vendor Cooperation and Governance
5. Customer's Responsibilities
6. Changes
7. Data Migration
8. Testing
9. Go-Live, Cutover and Hypercare
10. Fees and Payment
11. Taxes
12. System Access and Security
13. Intellectual Property and Documentation
14. Warranty
15. Confidentiality
16. Personal Data
17. Personnel
18. Liability
19. Force Majeure
20. Termination
21. Notices
22. Governing Law and Disputes
23. General

• Implementation and integration work for a price is 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. Each counterpart carries 5 THB, or 1 THB if the duty on the original is 5 THB or less.
• By law the Integrator pays and cancels the stamp duty (Clause 11.3). Under time and materials the Contract Value is the maximum; if a Change Order raises it, pay the additional duty.A Change Order that increases the price needs additional duty.
• Licences and hardware that the Integrator procures and resells to the Customer are a purchase, not a hire of work, so their price is not part of the duty base. Show them on separate invoice lines.
• 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 electronically signed agreement is stamped through the e-Stamp Duty system. 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 Thai Integrator registered for VAT charges VAT and issues tax invoices (Clause 11.1). A Thai company paying a Thai Integrator normally withholds 3% on service fees and gives a withholding tax certificate (Clause 11.2).
• Software licence fees are treated differently from service fees for withholding tax. Ask the Vendor or the Integrator to invoice licences and services on separate lines.
• If the Integrator or a Vendor is abroad, the Thai Customer may have to withhold income tax at a different rate and pay VAT to the Revenue Department on its behalf. A double tax treaty may reduce the withholding. Ask an accountant before the first payment, especially because you ticked gross-up.

• Keep Schedule 3 up to date. When a Vendor misses a task, the Integrator must tell you in writing within 2 Business Days (Clause 3.4); press the Vendor under your own contract with it.
• Record every change of scope, price or timetable as a Change Order (Clause 6). Decisions in meeting minutes do not change the price.
• Before the final migration, check the reconciliation report and the tested backup, and do not switch off the old system until you confirm in writing (Clause 7.3).
• Test your real business processes during User Acceptance Testing and report Defects within … Business Days. Going live counts as passing the tests (Clause 8.7).
• Keep the highest administrator rights in your own name and remove the Integrator's access when the work ends, unless you sign a support agreement (Clause 12). Accessing a computer system after the right of access has ended may be a criminal offence in Thailand.

• During migration and testing the Integrator is your data processor (Clause 16.2). The Personal Data Protection Act requires a processor to act only on your instructions, keep the data secure and report breaches (section 40). You must usually notify the Personal Data Protection Committee within 72 hours after becoming aware of a breach (section 37).
• Each Vendor that hosts your data also processes it for you. Sign or accept its data processing terms, and check the country where it stores data. Transfers of personal data outside Thailand must meet the Act's conditions (sections 28 and 29).

• If your business is designated as critical information infrastructure under Thailand's cybersecurity law, the Solution may need to meet sector security standards and incident reporting duties. Put those standards in Schedule 1.

• A company should sign through the director or directors authorised in its latest company affidavit, with the company seal if required. For a foreign company, ask for evidence of the signatory's authority.
• Clause 23.7 allows electronic signatures and signed PDF copies. Keep the signed file, the Schedules, every Change Order, the test reports, the reconciliation reports and the project board minutes.

• A Thai court works in Thai. English documents need a certified Thai translation. Budget for this cost.
• A Thai judgment may be hard to enforce against a party with no assets in Thailand. Milestone payments linked to accepted work protect both sides better than a court case. An arbitral award is easier to enforce abroad.

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-CACE89. If you reuse this content, please credit the author and link to the original.