What should a Travel Agency Supplier Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Term
3. Booking Requests and Confirmation
4. Supplier's Obligations
5. Rates and Rate Changes
6. Cancellation by the Agency
7. Invoices and Payment
8. Service Failures and Complaints
9. Insurance and Indemnities
10. Non-Solicitation of Clients
11. Personal Data
12. Liability
13. Force Majeure
14. Termination
15. Notices, Law and Disputes
16. General

• Ask for copies of the Supplier's licences for each service listed in Clause 4.2, for example a passenger transport licence for vans, a licence for each tourist boat and the crew's certificates, a health establishment licence for a spa, or a hotel licence. Check the expiry dates and diarise them.
• Ask for the certificate of the insurance in Clause 9.1 and check that passenger liability cover applies to foreign tourists and to every vehicle or boat used.
• If the Agency sells package tours directly to tourists in Thailand, the Agency itself needs a tour business licence. This Agreement does not replace it.

• Keep every booking request and confirmation email. A Booking binds both Parties once the Supplier confirms it within … hours (Clause 3.2), and the Supplier may not cancel it (Clause 3.3).
• The Supplier may change the Net Rates only on 60 days' notice, and the change does not affect Bookings already confirmed (Clause 5.2).
• Cancellation charges are only those in Schedule 3 (Clause 6.1). Thai courts may reduce a charge that is disproportionate to the Supplier's real loss (Civil and Commercial Code section 383).

• This Agreement protects only the confidentiality of the Net Rates (Clause 4.4). Do not add a promise that the Supplier will not sell more cheaply to others, or will charge others more. Clauses of that kind can breach the Trade Competition Act B.E. 2560 (2017).
• The non-solicitation clause covers only Clients introduced through Bookings and lasts … months after their last Service (Clause 10). A wider restriction may be reduced by a Thai court as unfair.

• The Agency and the Supplier are separate data controllers (Clause 11.1). The Agency's privacy notice to its Clients should say that their names, contact details and booking details are passed to local suppliers.
• Pass on allergies, medical conditions or dietary needs only with the Client's explicit consent (Clause 11.3).

• A contract to provide services for a price is treated as a hire of work (Instrument 4 of the Stamp Duty Schedule): 1 THB for every 1,000 THB or part of 1,000 THB of the price. On the estimated value you entered, the duty 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 rates are in …, convert the estimated value to Thai Baht at the exchange rate on the date of signing and calculate the duty on that amount. The Supplier pays the duty. If purchases exceed the estimate, additional duty is payable on the excess.

• A VAT-registered Supplier issues a tax invoice for each payment. Check that the VAT option matches Schedule 2.
• A Thai company paying a Thai Supplier for services normally withholds 3% and gives a withholding tax certificate. If the Agency is outside Thailand, Thai withholding does not normally apply to its payments, but ask an accountant how the Supplier should treat foreign-currency receipts.

• Most disputes concern a Service that went wrong on the day. Collect the Client's complaint, photos and the Supplier's account within the times in Clause 8 before deducting anything from an invoice (Clause 8.2).
• A Thai court works in Thai. Any English document used as evidence needs a certified Thai translation. If the other Party has no assets in Thailand, an arbitral award is easier to enforce abroad than a Thai judgment.

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-D72A80. If you reuse this content, please credit the author and link to the original.