What should a Translation and Localisation Agreement include under Thai law?

1. Definitions and Interpretation
2. Projects
3. Client's Responsibilities
4. Delivery
5. Quality and Review
6. Machine Translation and AI Tools
7. Fees and Payment
8. Taxes
9. Rights in the Translation
10. Confidentiality
11. Personal Data
12. Liability
13. Term and Termination
14. Notices
15. Governing Law and Disputes
16. General

• Confirm every Project in writing with the word count, languages, Target Locale, deadline and price (Clause 2.2). A later change to the Source Material is new work, not a correction (Clause 2.4).
• Send the Glossary, Style Guide and context — especially screenshots for app and website strings. Answer the Translator's questions within … Business Days; delays move the deadline (Clause 3.2).
• If the Source Material belongs to another author, for example a book or a report written by someone else, the Client must hold the translation rights (Clause 3.3). Under Thai copyright law, translating a work is an adaptation that needs the copyright owner's permission.

• Clause 5.2 separates Critical, Major and Minor Errors. Preference changes are not Errors and are limited to … round(s) per Project (Clause 5.4). Agree this with your reviewers before they start marking up the Translation.
• Review within … Business Days and send examples of each Error (Clause 5.3). Silence means acceptance, except for Critical Errors that a reasonable review would not have found.
• A late delivery reduces the Fees by …% per Business Day, up to 10% (Clause 4.2). Under Thai law, a party that accepts late performance without reserving its right may lose the right to the reduction, so state the reservation in writing when you accept the file.
• Legal, medical, financial and safety content must be checked by a professional in the target market before publication (Clause 5.7). The Agreement does not produce certified or sworn translations unless separately quoted (Clause 5.6). Government offices, courts and embassies often have their own certification rules — check them before ordering.

• You chose human translation only (Clause 6.1). Translation memory and terminology tools are still allowed, because they reuse the Client's own approved translations.- The Translator may use machine translation or AI as a first draft, but every segment must be fully post-edited by a human linguist and the quotation must say so (Clause 6.1).- Machine translation or AI may be used only when the Client approves the tool and the post-editing level in the quotation (Clause 6.1).
• Pasting confidential documents into a free public translation website discloses them to the operator of that website. Clause 6.2 prohibits it.
• A synthetic voice-over that imitates a real person needs that person's separate written consent (Clause 6.3).

• The Client owns the copyright in the Translation once the Project is paid (Clause 9.1). A transfer of copyright must be in writing and signed, so both Parties must sign this Agreement.
• Ask for the Translation Memory and Glossary in TMX or CSV at the end of each large Project (Clause 9.3). They let the next translator stay consistent and cost less.- The Translator keeps its translation memory as a working tool, but the Glossary belongs to the Client (Clause 9.3). If you may change translators later, consider asking for the memory as well.

• A translation agreement is a hire of work (Instrument 4 of the Stamp Duty Schedule). The Translator pays duty of 1 THB for every 1,000 THB or part of 1,000 THB of the fees (Clause 8.2). 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. Pay additional duty as further Projects are confirmed beyond the estimate.

• A Thai company paying a Thai Translator normally withholds 3% of the fees and issues a certificate.
• A Thai Translator paid by a foreign Client has taxable income in Thailand; the Client's country may require withholding, often reduced by a double tax treaty. A VAT-registered Translator whose work is performed in Thailand for a Client abroad may be able to apply VAT at 0% if the Revenue Department's conditions are met. You ticked gross-up, so the Client bears any withholding on top of the Fees.
• A Thai Client paying a Translator abroad may have to withhold Thai tax and self-assess VAT. Ask an accountant before the first payment.

• HR files, medical records, contracts and immigration documents often contain personal data. The Translator is the Client's data processor for them (Clause 11), as the Personal Data Protection Act requires (section 40). Remove personal data that the Translation does not need before sending files (Clause 11.2).

• Each Party signs through its authorised signatory. Clause 16.7 allows electronic signatures and signed PDF copies.
• Keep each quotation and acceptance, the delivered files, your Error notices with examples, invoices and payment slips.
• A Thai court works in Thai, so a Party relying on this Agreement in court must file a certified Thai translation of it.

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-78FF9E. If you reuse this content, please credit the author and link to the original.